Dear Members,
The Directors of your Company have pleasure in presenting the 35th Annual Report on the
affairs of the Company together with the Audited Accounts of the Company for the year
ended 31 st March, 2016.
FINANCIAL RESULTS
The Financial Results of the Company for the year under review are as under:-
|
|
(Rs. in Lacs) |
| PARTICULARS |
2015-16 |
2014-15 |
| Revenue from operations (Net) |
4042.91 |
3826.21 |
| Profit / (Loss) before tax |
15.37 |
19.44 |
| Profit after tax |
14.25 |
19.44 |
TRANSFER TO RESERVES
The Company proposes not to transfer any funds out of its total profit of Rs. 14.24
Lacs for the financial year to the General Reserve. DIVIDEND
The Board has not recommended any dividend on the Shares of the Company for the year
under review.
STATE OF COMPANY’S AFFAIRS & GENERAL REVIEW
Your Directors have pleasure in informing you that the Company has achieved a turnover
of Rs. 40.43 crores and earned a net profit of Rs. 14.24 Lacs.
Your Company anticipates that the moderation in the growth rates will show steady
recovery in the short to medium term and the growth momentum will revive soon and it
continues to be optimistic, as India is poised to recover moderately with industrial
production gaining momentum.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of business of the
Company.
SHARE CAPITAL
The Paid up Share Capital as on 31st March, 2016 is Rs. 12,71,86,000/- During the year
under review, the Company has not issued any share with differential voting rights nor
granted any stock options or sweat equity.
PUBLIC DEPOSITS
The Company has not invited or accepted public deposits from public covered u/s 73 of
Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.
DIRECTOR & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Manish Kumar, Director of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible have offered himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both undertheActand
SEBI (LODR) Regulations, 2015.
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT
Management’s Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(3) of SEBI (LODR) Regulations, 2015, is presented in a
separate section forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT
Corporate Governance is a key to improve efficiency, transparency, accountability &
growth as well as enhancing investor’s confidence. Keeping this spirit, the Company
is committed to maintain the highest standards of corporate governance and adhere to the
corporate governance requirements set out by SEBI. The report on Corporate Governance as
stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of Annual
Report. The requisite certificate from the Auditors of the Company confirming compliance
with the conditions of corporate governance is attached to the report on Corporate
Governance.
DISCLOSURE RELATED TO BOARD, COMMITTEES & POLICIES
a) Board Meetings
The Board of Directors met 4 (four) times in the financial year ended 31st March, 2016
in accordance with the provisions of Companies Act, 2013 and rules made thereunder on
30.05.2015,08.08.2015,07.11.2015 and 06.02.2016. The intervening gap between the meetings
was within the period as prescribed by the Companies Act, 2013.
The meeting of Independent Directors was held on 6th February, 2016 wherein the
performance of non-independent directors and the Board as a whole including the Committees
thereof for the financial year 2015-16 were reviewed. The Independent Directors at their
meeting also assessed the quality, quantity and timeliness of flow of information between
the Management and the Board of Directors of the Company.
b) Directors’ Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended 31st March, 2016, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
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 of the Company as at 31 st March, 2016 and of the profit
of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act 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 devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
c) Audit Committee
The Composition and terms of reference of the Audit Committee has been furnished in the
Corporate Governance Report forming part of this Annual Report. There has been no instance
where the Board has not accepted the recommendation of Audit Committee.
d) Nomination & Remuneration Committee
The Composition and terms of reference of the Nomination & Remuneration Committee
has been furnished in the Corporate Governance Report forming part of this Annual Report.
The Policy of the Company for Directors selection, appointment & remuneration,
including the criteria for determining qualifications, positive attributes independence of
Director and other matters provided under section 178(3) of the Companies Act, 2013, is
disclosed in the Corporate Governance Report and forms part of this report.
e) Vigil Mechanism forthe Directors & Employees
In compliance with the provision of Section 177(9) of the Companies Act, 2013 and
Regulation 22 of the SEBI (LODR) Regulations, 2015 the Company has framed "Whistle
Blower Policy" as vigil Mechanism for Directors & employees of the Company.
f) Internal Control System
The internal financial control with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the statutory auditors of the Company for
inefficiency or inadequacy of such controls.
g) Risk Management
The Company has laid down well defined risk management mechanism covering the risk
exposure, potential impact and risk mitigation process. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly
defined frame work.
In line with the new regulatory requirements, the Company has formally framed a Risk
Management Policy to identify and assess the key risk areas, monitor and report compliance
and effectiveness of the policy and procedure. The said policy is disclosed on the website
of the Company under Investor Relation Section at http://www.hindsvntexltd.com.
h) Annual Evaluation of the Directors and Board
The Nomination & Remuneration Committee of the Board has formulated a Performance
Evaluation framework, under which the Committee has identified criteria upon which every
Director shall be evaluated. A structured questionnaire was prepared after taking into
consideration of various aspects of the Board functions, compositions of the Board,
culture, execution and performance of specific duties, obligations and governance. A
separate exercise was carried out to evaluate the performance of the individual directors
including the Chairman of the Board, on parameters such as level of engagement and
contribution, independence of judgment, safeguard the interest of the Company. The
performance evaluation of the Non Independent Directors and the Board as a whole including
Committee thereof was carried out by the Independent Directors for the financial year
2015-16.
The Board expressed their satisfaction with the evaluation process.
i) PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit as stated in rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
AUDITORS AND AUDITORS’ REPORT
a) STATUTORYAUDITORS
M/s. V. Singhi & Associates, Chartered Accountants, retire as Statutory Auditors at
the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.
The Audit Committee of Directors recommended the re-appointment of M/s. V. Singhi &
Associates, Chartered Accountants as Statutory Auditors to hold office from the conclusion
of the ensuing Annual General Meeting till the conclusion of the next Annual General
Meeting. M/s. V. Singhi & Associates, Chartered Accountants confirmed their
eligibility and willingness to continue to act as Statutory Auditors of the Company for
the financial year 2016-17, if re-appointed.
Further, the Statutory Auditors of the Company have submitted Auditors' Report on the
Accounts of the Company for the financial year ended 31 st March, 2016. The Statutory
Auditors have drawn your attention towards certain notes attached to the accounts. The
same are, however, self-explanatory and requires no comments.
b) SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has appointed Shri Neelesh Gupta, Practicing
Company Secretary, as "Secretarial Auditor" of the Company to conduct
Secretarial Audit for the financial year ended 31st March, 2016, pursuant to the
provisions of Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014.
A Secretarial Audit Report given by M/S Neelesh Gupta, a Company Secretary in practice
shall be annexed with the report as "AnnexureA".
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Companies Act, 2013 extract of the Annual Return
prepared in form MGT-9 pursuant to Rule 12(1) the Companies (Management and
Administration) Rules, 2014 is furnished in "Annexure B" which forms a part of
this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review, the Company has not advanced any loans, provided any
guarantees or made investments under section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm’s
length basis. During the year, the Company had not entered into any contract / arrangement
/ transaction with the related parties which could be considered material in accordance
with the policy of the Company on materiality of related party transactions.
Particulars of the transactions/contracts/arrangements of the nature as specified in
Section 188(1) of the Companies Act, 2013 entered by the Company during the year under
review with related party (/ies) in the prescribed Form AOC-2 is attached as
"Annexure C" and forms part of this report.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company’s website under
Investor Relation Section at http://www.hindsyntexltd.com.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or Court
orTribunal which can have an impact on the going concern status and the Company's
operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars under the provisions of Section 134 (3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of
energy and technology absorption, foreign exchange earnings and outgo as required to be
disclosed is provided in "Annexure D" and forms part of this Report.
MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position have occurred between the end of the
financial year of the Company and the date of this report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act "The Sexual
Harassment of Women at Workplace (Prevention, Prohibition And Redressal)Act, 2013"
has been notified on 9th December, 2013.
Your Company has set up an Internal Compliant Committee to look into complaints
relating to sexual harassment at work place of any women employee. During the year under
review your Company has not received any complaint of harassment.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the valuable
contributions and continued co-operations received by the Company from its bankers, other
associates of the Company and Statutory Authorities.
|
For and on behalf of the Board of Directors |
| Place: Kolkata |
(Manish Kumar) |
(Vilas Agrawal) |
| Date: 17th May, 2016 |
Director |
Whole-time Director |
ANNEXURE-C FORM AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014)
Form for Disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013 including certain arm’s length transaction under third proviso is
given below:
1. Details of contracts or arrangements or transactions not at Arm’s length basis
:
| SI. No. |
Particulars |
Details |
| (a) |
Name (s) of the related party & nature of relationship |
Nil |
| (b) |
Nature of contracts/arrangements/transaction |
Nil |
| (c) |
Duration of the contracts/arrangements /transaction |
Nil |
| (d) |
Salient terms of the contracts or arrangements or transaction including the value, if
any |
Nil |
| (e) |
Justification for entering into such contracts or arrangements or transactions |
Nil |
| (f) |
Date of approval by the Board |
Nil |
| (g) |
Amount paid as advances, if any |
Nil |
| (h) |
Date on which the special resolution was passed in General meeting as required under
first proviso to section 188 |
Nil |
2. Details of material contracts or arrangements or transactions at Arm’s length
basis:
| SI. No. |
Particulars |
Details |
| (a) |
Name (s) of the related party |
Wearit Global Ltd. |
Ritspin Synthetics Ltd. |
| (b) |
Nature of Relationship |
Three common Directors |
Four common Directors |
| (c) |
Nature of contracts / arrangements /transaction |
By Agreement |
Purchase of goods |
| (d) |
Duration of the contracts/ arrangements / transaction |
10 years |
Assignment basis |
| (e) |
Salient terms of the contracts or arrangements or transaction |
Job work agreement |
Sale of finished goods & purchase of fixed assets & Store
consumable. |
| (f) |
Date of approval by the Board |
30/05/2015 |
|
|
|
08/08/2015 |
|
|
|
07/11/2015 |
|
|
|
06/02/2016 |
|
ANNEXURE-D FORM-A
Form for disclosure of particulars with respect to conservation of energy: A. Power and
Fuel Consumption:
| 1. Electricity |
Current year Period ended on 31st March, 2016 |
Previous Year ended on 31st March, 2015 |
| (a) Purchase Unit |
296,92,174 |
294,03,766 |
| (b) Total Amount |
1633,18,007 |
1341,30,867 |
| Rate / Unit (Including 308,529 Units generated through Wind Electric Generators and
fed into MPMKWCL grid and 12,462,148 Units purchased from Open Accesses ) |
5.50 |
4.57 |
| (c) Own Generation |
|
|
| i) Through Diesel Generators |
|
|
| Units produced |
- |
- |
| Units / Ltr |
- |
- |
| Cost / Unit |
- |
- |
| ii) Through Furnace Oil based Power Plants |
|
|
| Units Produced |
- |
- |
| Units/Ltr. |
- |
- |
| Cost / Unit |
- |
- |
| 2. Coal (Specify Quality and where used) Steam Coal used in boiler for Generation of
Steam for Dye House |
|
|
| Qty. (Tonnes) |
- |
- |
| Total Cost |
- |
- |
| Average Rate |
- |
- |
| 3. Furnace Oil based Boiler |
- |
- |
| Qty. (K. Ltrs) |
- |
- |
| Total cost |
- |
- |
| Average Rate |
- |
- |
| 4. Others / internal generation (please give details) |
|
|
| Qty. |
N.A |
N.A. |
| Total |
N.A |
N.A |
| Rate / Unit B. Consumption per unit of production |
N.A |
N.A |
|
Standards (if any) |
Current Year ended on 31st March,2016 |
Previous Year ended on 31st March,2015 |
| Product (with details) |
-- |
Synthetic Blended Yarn |
Synthetic Blended Yarn |
| Unit |
- |
Kg |
Kg |
| Electricity |
|
3.43 (Units) |
3.35 (Units) |
| Coal (Specify quality) Steam Coal |
|
- (Kg) |
-(Kg) |
ANNEXURE-E FORM -B
Form for disclosure of particulars with respect to Absorption Research and Development
(R&D)
| 1. Specific area in which R&D carried out by the Company |
The Company manufactures standard product for which technology has established in past
several years. The Company has started up gradation in auto coner machines from
electrical, electronic and mechanical side to run single yarn resulting increase single
yarn production. This also help product’s level. |
| 2. Benefit derived as a result of the above R&D |
Company has introduced two new modern technology compressors from IRto replace old 24
compressors of reciprocating type. This will help to get better quality compressed air for
improving yam quality with proper energy saving. |
|
Company is availing excess power from open Market through Open Access, resulting
profit centreforthe Company. |
|
The Company has installed the YCP machine, resulting Moisture gain at the average of
0.5% gain per K.G. Also installed TOI & Premier IQ Uster machines at SQC department
helping in perfect & accuracy in the testing TPI. |
| 3. Future Plan of action |
Company has started to use old machine to make multifold Yarn. |
| 4. Expenditure on R&D |
|
| (a) Capital |
- |
| (b) Recurring |
- |
| (c) Total |
- |
| (d) Total R&D expenditure as a percentage of total turnover |
|
Technology Absorption, Adaptation and Innovation.
| 1. Efforts, in brief, made towards technology absorption, adaptation and innovation. |
: (a) The Company has installed Machinery to produce international quality Synthetic
Blended Yam. Chute Feed System from Blow Room Line to Cards have been installed, resulting
in uniform sliver and higher production. Autoconers, Two-for-One Twister Machines,
Electronic yam clearers and splicer units on winding Machines etc. have been installed, to
manu-facture uniform knotless yam. |
|
(b) Company has increased production efficiency and utilization by motivating existing
work force. Output per day has increased due to better efficiency and utilization of the
machine Multifold Polyester, PV yam has been introduced in the Company. It has a very good
opportunity & opened a new export market for the Company. This Company has introduced
imported fibre for production of 100% Polyester and PA/ yarn. Contribution has increased
per kg marginally due to this newly introduced fibre. Company is now making Jumbo cone of
5.5 to 7 LGS for this 2 new Jumbo cone winding machines have been introduced. Further
company is also introducing knot less yam multifold yarn. This will give an upper edge in
export market. |
|
(c) During the year for improvement of Carding quality 2 Filter plants (one each of
Air master make & Hena Tax make). Installation of 23 New Invertors gives power saving.
Conventional nozzles are replaces by Auto misers in one more plant results into Power
saving of around 30%. |
| 2. Benefits derived as a result of the above efforts, e.g. product improvement, cost
reduction product development, import |
The Company has been able to manufacture international quality yam by continuous
improvement. |
| 3. Incaseofimportedtechnology (imported during the last 5 years reckoned from the
beginning of the financial year), following information may be furnished. |
No foreign technology has been imported bythe Company during Iast5years. |
| (a) Technology imported |
- |
| (b) Yearoflmport |
|
| (c) Has technology been fully absorbed |
|
| (d) If fully absorbed, areas where this has not taken place, reasons therefore and
future plans of action. |
|
|
For and on behalf of the Board of Directors |
| Place: Kolkata |
(Manish Kumar) |
(Vilas Agrawal) |
| Date: 17th May, 2016 |
Director |
Whole-time Director |
|