Home  »  Company  »  Hindoostan Mills  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Hindoostan Mills Ltd.

Mar 31, 2015

THE MEMBERS OF HINDOOSTAN MILLS LIMITED,

The Directors have pleasure in presenting the 111th Annual Report together with the Audited Financial Statements for the year ended March 31, 2015.

(Rs in lakhs) Current Year Previous Year SUMMARISED FINANCIAL RESULTS Ended Ended 31.03.2015 31.03.2014

Gross Profit before Interest,Depreciation and Tax 476.36 1,154.69

Less: Finance Cost 195.07 14.22

Gross Profit after interest but before Depreciation 281.29 1,140.47

Less: Depreciation 1011.38 650.14

Profit before Exceptional and Extraordinary Items and Tax (730.09) 490.33

Add: Exceptional Items 41.50 27.52

Profit/(Loss) before Taxation (688.59) 517.85

Less: Provision for Taxation -- 105.50

Less: (Excess) / Short Provision of Tax of earlier year -- (7.17)

Deferred Tax -- 24.60

Profit after Tax (688.59) 394.92

Balance brought forward from last year 684.35 716.26

Add: (Loss) Transferred on amalgamation -- (186.68)

Add: Transfer from General Reserve 87.10 --

Amount available for appropriation 82.86 924.50

Less: Proposed Dividend 66.58 166.45

Less: Tax on proposed Dividend 13.32 34.20

Balance carried to Balance Sheet 2.96 684.35

REVIEW OF OPERATIONS:

The revenue from operations of the Company for the financial year 2014-15 is Rs. 15,378.40 lakhs. The Loss before tax is Rs.688.59 lakhs. The performance and overall view of the Textile, Engineering and Composite business has been covered in the Management Discussion and Analysis which forms part of this Directors' Report.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs.4/- per equity share (last year Rs.10/- per equity share) for the financial year ended March 31, 2015, amounting to Rs.79.90 lakhs (inclusive of dividend tax). The dividend payout is subject to approval of the members at the ensuing Annual General Meeting.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits remaining unpaid / unclaimed as on March 31, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DIRECTORS:

All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee reappointed Mr. Hrishikesh Thackersey as Whole-time Director of the Company designated as "Executive Director" for a term of 5(Five) years with effect from April 1, 2015 upto March 31, 2020.

Mr. Abhimanyu Thackersey and Mr. Chandrahas Thackersey, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment as an Executive Director and Non Executive Director of the Company.

Brief profiles of the Directors, proposed to be re-appointed as required under clause 49 of the Listing Agreement are part of the Notice convening the Annual General Meeting.

(a) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

(b) Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

(c) Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year four Board Meetings and four Audit Commit -tee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by the Directors, in terms of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the directors had 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 at the end of the financial year and of the loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial during the year under review .

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company has, during the year under review, transferred a sum of Rs.15,030/- to Investor Education and Protection Fund, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a- vis the Company.

CASH FLOW STATEMENT:

In conformity with the Accounting Standard 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2015 is annexed to the accounts.

PARTICULARS OF EMPLOYEES:

There were no employees during the year covered under the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year, will be made available for inspection at its Registered Office of the Company during the working hours for a period of twenty one (21) days before the date of Annual General Meeting of the company pursuant to Section 136 of the Companies Act, 2013 and members, if any interested in obtaining the details thereof, shall make specific request to the Company Secretary and Compliance Officer of the Company in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company has been making continuous efforts to conserve energy and upgrade/absorb technology to optimize the energy cost. Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) (A) & (B) of the Companies (Accounts) Rules, 2014, as amended from time to time, forms part of this report. However, as per the provisions of Section 136 (1), the report and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy and technology absorption. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Secretary for a copy.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, a separate report on Corporate Governance is enclosed herewith as Annexure - I, together with a certificate from the Company's Auditors confirming compliance of conditions on Corporate Governance.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure - II.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of Education and Vocational training /skills development. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as Annexure -III.

RISK MANAGEMENT:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS, IF ANY

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The Vigil Mechanism Policy is posted on the website of the Company.

AUDITORS:

(a) Statutory Auditors:

At the Annual General Meeting (AGM) held on December 12, 2014, M/s. M. A. Parikh & Co., Chartered Accountants, Mumbai (Firm Registration No. 107556W) were appointed as statutory auditors of the Company to hold office till the conclusion of 115th Annual General Meeting to be held in the calendar year 2019. In terms of the provision of Section 139(1) of the Companies Act, 2013, the appointment shall be placed for ratification at every AGM. Accordingly, the appointment of M/s. M. A. Parikh & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a certificate from the auditors confirming to the effect that if they are re-appointed, it would be in the accordance with provisions of Section 141 of the Companies Act, 2013.

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments appearing

in the Auditors' Report are self-explanatory and do not call for any further explanation/clarification by the Board.

(b) Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors on the recommendation of the Audit Committee, re-appointed M/s. Anant Ashok Katyare, Cost Accountants as Cost Auditors of the Company for the financial year 2015-16 on a remuneration of Rs.1,05,000/- (Rupees One Lakh Five Thousand Only) plus service tax as applicable for the said financial year and requested the Members to ratify the remuneration as recommended above.

(c) Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. PRS & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-IV.

SEXUAL HARASSMENT:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION:

Your Directors place on record their appreciation for the continued support and valuable co-operation extended to the Company by Shareholders, Bankers and other Stakeholders during the year under review. The Board also thanks the employees for their dedicated and sincere services at all levels of operations of the Company. For and on behalf of the Board of Directors, RAOUL THACKERSEY Chairman

Place: Mumbai Date: May 5, 2015


Mar 31, 2014

THE MEMBERS,

The Directors have pleasure in presenting the 110th Annual Report on the affairs of the Company together with the Audited Statements of Accounts for the year ended March 31, 2014.

(Rs. in lakhs)

SUMMARISED FINANCIAL RESULTS Current Year Previous Year Ended Ended 31.03.2014 31.03.2013

Gross Profit before Interest, Depreciation and Tax 1,154.69 1,017.92

Less: Finance Cost 14.22 6.52

Gross Profit after interest but before Depreciation 1,140.47 1,011.40

Less: Depreciation 650.14 471.57

Profit before Exceptional and Extraordinary Items and Tax 490.33 539.83

Add: Exceptional Items 27.52 1.25

Profit/(Loss) before Taxation 517.85 541.08

Less: Provision for Taxation 105.50 116.00

Less: (Excess) / Short Provision of Tax of earlier year (7.17) 7.65

Deferred Tax 24.60 -

Profit after Tax 394.92 417.43

Balance brought forward from last year 716.26 438.45

Add: Loss Transferred on amalgamation (186.68) -

Add: Transferred from Reserve under Section 45IC - 48.47

Amount available for appropriation 924.50 904.35

Less: Transferred to General Reserve 39.50 43.00

Less: Proposed Dividend 166.45 124.84

Less: Tax on proposed Dividend 34.20 20.25

Balance carried to Balance Sheet 684.35 716.26

The figures of the current year are consolidated figures due to the amalgamation of Hindoostan Technical Fabrics Limited with the Company, hence not comparable with the previous year.

REVIEW OF OPERATIONS

The revenue from operations of the Company for the financial year 2013-14 is Rs.14,661.48 lakhs. The Profit before tax is Rs. 517.85 lakhs. The performance and overall view of the Textile, Roll manufacturing and Technical Fabric business has been covered in the Management Discussion and Analysis which forms part of this Directors'' Report.

DIVIDEND

Your Directors have recommended a dividend of Rs.10.00 per equity share (last year Rs.7.50 per equity share) for the financial year ended March 31, 2014, amounting to Rs.199.74 lakhs (inclusive of dividend tax). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on December 5, 2014 in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

AMALGAMATION OF SUBSIDIARY

With a view to achieving synergies of operations, optimum utilization of resources and control costs, the Board of Directors had decided to amalgamate Hindoostan Technical Fabrics Limited (HTFL), wholly-owned subsidiary of the Company with the Company w.e.f April 1, 2013 i.e. ''the Appointed Date''.

The Hon''ble High Court of Judicature at Bombay had, vide its Order dated October 10, 2014, sanctioned the Scheme of Amalgamation between Hindoostan Technical Fabrics Limited with the Company. Consequently, Hindoostan Technical Fabrics Limited stood amalgamated with the Company w.e.f. April 1, 2013.

Further, Hindoostan Technical Fabrics Limited being the wholly owned subsidiary of the Company and no new shares are required to be issued by the Company. Therefore, there is no change in the capital structure of the Company.

The merger of HTFL will strengthen the Technical Fabric business offering from the Company.

Since HTFL being the only subsidiary company of the Company, provisions of Section 212 of the Companies Act, 1956 shall not apply. Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Company are not required to attach.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits remaining unpaid / unclaimed as on March 31, 2014.

DIRECTORS

Pursuant to the provisions of Sections 149, 150 and 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Schedule IV of the Act existing Independent Directors viz. Mr. K. D. Vora, Mr. P. B. Desai, Mr. R.N. Bansal, Mr. Sujal A. Shah, Mr. Bhavesh Panjuani and Mr. Nitin Shingala in respect of whom the Company has received notices in writing from the members proposing their candidature for the office of Director be appointed as Independent Directors of the Company.

Mr. K. D. Vora, Mr. P. B. Desai and Mr. R.N. Bansal be appointed as Independent Directors of the Company to hold office for two consecutive years for a term up to March 31, 2016 and Mr. Sujal A. Shah, Mr. Bhavesh Panjuani and Mr. Nitin Shingala be appointed as Independent Directors of the Company to hold office for five consecutive years for a term up to March 31, 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Vishwadhara Dahanukar was appointed as an Additional Director designated as an Independent Director w.e.f. November 6, 2014 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Ms. Vishwadhara Dahanukar for appointment as an Independent Director of the Company to hold office for five consecutive years for a term up to March 31, 2019.

Mr. Raoul Thackersey and Mr. Naresh R. Kara, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment as a Non Executive Director of the Company.

Brief profiles of the Directors, proposed to be re-appointed as required under clause 49 of the Listing Agreement, are part of the Notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors, based on the representation received from the senior management, confirm that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit for the year ended March 31, 2014;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Annual Accounts have been prepared on a "going concern" basis.

CASH FLOW STATEMENT

In conformity with the Accounting Standard 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2014 is annexed to the accounts.

PARTICULARS OF EMPLOYEES

There were no employees during the year covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has been making continuous efforts to conserve energy and upgrade/absorb technology to optimize the energy cost. Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as amended from time to time, forms part of this report. However, as per the provisions of Section 219 (l)(b) (iv), the report and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Secretary for a copy.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, a separate report on Corporate Governance is enclosed herewith as Annexure - I, together with a certificate from the Company''s Auditors confirming compliance of conditions on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of Mr. Raoul Thackersey as the Chairman and Mr. K. D. Vora, and Mr. Sujal A. Shah as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation under the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

AUDITORS AND AUDITORS REPORT

The Statutory Auditors, M/s. ''.A. Parikh & Co., Chartered

Accountants, Mumbai (Firm Registration No. 107556W) retire at the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their willingness and eligibility for re-appointment. They have also confirmed that their re- appointment, if made, will be within the limits prescribed under Section 141 of the Companies Act, 2013.

The Board recommends re-appointment of Auditors of the Company for a term of five years commencing from April 1, 2014 to hold office as such from the conclusion of this Annual General Meeting ("AGM") until the conclusion of 115th Annual General Meeting, subject to ratification of the appointment by the members at every AGM held after this AGM.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation/clarification by the Board.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956, and with the approval of the Central Government M/s. Anant Ashok Katyare, Cost Accountants, were appointed as Cost Auditor for conducting audit of Company''s cost records for the financial year March 31, 2014.

Further, pursuant to Section 148 of the Companies Act, 2013, the Board of Directors recommends the re-appointment of M/s. Anant Ashok Katyare, Cost Accountants as Cost Auditor of the Company for the financial year 2014-15 on a remuneration ofRs. 91,000/- (Rupees Ninety One Thousand Only) plus service tax as applicable for the said financial year and requested the Members to ratify the remuneration as recommended above.

The Audit Committee has received a Certificate from the above Cost Auditor certifying its independence and arm''s length relationship with the Company.

APPRECIATION

Your Directors place on record their appreciation for the continued support and valuable co-operation extended to the Company by shareholders and other stakeholders during the year under review. The Board also thanks the employees for their dedicated and sincere services at all levels of operations of the Company.

For and on behalf of the Board of Directors,

RAOUL THACKERSEY Chairman

Place: Mumbai Date: November 6, 2014


Mar 31, 2013

TO THE MEMBERS,

The Directors have pleasure in presenting the 109th Annual Report on the affairs of your Company together with the Audited Statements of Accounts for the year ended March 31, 2013.

(Rs. in lakhs)

SUMMARISED FINANCIAL RESULTS Current Year Previous Year Ended Ended 31.03.2013 31.03.2012

Gross Profit before Interest, Depreciation and Tax 1019.17 244.42

Less: Finance Cost 6.52 7.13

Gross Profit after interest but before Depreciation 1012.65 237.29

Less: Depreciation 471.57 423.22

Profit/(Loss) before Taxation 541.08 (185.93)

Less: Provision for Taxation 116.00 1.58

Less: Short Provision of Tax of earlier year 7.65

Balance brought forward from last year 438.45 712.87

Profit after Tax / Amount available for appropriation 855.88 528.52

Add: Transferred from Reserve under Section 45IC 48.47

Less: Transferred to General Reserve 43.00 72.70

Less: Proposed Dividend 124.84 83.23

Less: Tax on proposed Dividend 20.25 13.50

Balance carried to Balance Sheet 716.26 359.09

REVIEW OF OPERATIONS

The revenue from operations of the Company for the financial year 2012-13 is Rs.10643.50 lakhs. The Profit before tax isRs.541.08 lakhs. The performance and overall view of the Textile as well as the Roll manufacturing business has been covered in the Management Discussion and Analysis which forms part of this Directors'' Report.

In order to consolidate all activities at one centralized place, the Company set up a new factory for manufacturing Calendar Rolls with the latest technology and higher capacity at Karad, Satara. The commercial production in this new factory commenced from December 2012.

The Company''s Roll manufacturing factory at Ambernath is considered to be obsolete and economically unsustainable by the management. Therefore it was decided to shift its activities to the aforesaid factory at Karad.

DIVIDEND

The Directors recommend a dividend of Rs.7.50 per share (Face value of Rs.10/- each) for the financial year ended on March 31, 2013. The total dividend payout for the year 2012-13 (inclusive of dividend tax) would aggregate to Rs.145.09 lakhs.

FLXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits remaining unpaid / unclaimed as on March 31, 2013.

DIRECTORS

During the year under review, in the Board Meeting held on August 9,2012, Mr. Sudhir Thackersey, Chairman, relinquished his position as Chairman and Director after his long and fruitful association with the Company. The Board Members expressed their deep sense of gratitude to Mr. Sudhir Thackersey and placed on record their appreciation for his immense contribution and leadership, patience and courage which helped the Company steer through difficult times.

The Directors of the Company have conferred the title of ''Chairman Emeritus'' upon the former Chairman of the Board, Mr. Sudhir Thackersey who, in their judgement, brought credit and distinction to the Company through his long and faithful service. Mr. Sudhir Thackersey thanked the Board and accepted the honour.

In light of Mr. Sudhir Thackersey resigning from the position of Chairman and Director of the Company, the Board, after due deliberations in the same meeting held on August 9,2012, unanimously decided that Mr. Raoul Thackersey be appointed as the Chairman in recognition of his vast experience and association with the Company. Mr. Raoul Thackersey has accepted the appointment with effect from August 9, 2012.

Mr. R.N. Bansal, Mr. P.B. Desai and Mr. Sujal A. Shah, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment as Directors of the Compnay in accordance with Article 99 of the Articles of Association of the Company.

SUBSIDIARY

The Company has a wholly owned subsidiary viz. Hindoostan Technical Fabrics Limited (HTFL). The revenue from operations of the subsidiary for the third financial year 2012-13 is Rs.99.64 lakhs. The Loss before tax is Rs.128.87 lakhs. The audited annual accounts of HTFL is included in the audited Consolidated Financial Statements of the Company forming part of this Annual Report prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India.

The Ministry of Corporate Affairs, Government of India vide Circular No. 02/2011 dated February 8, 2011 granted a general exemption under Section 212(8) of the Companies Act, 1956 directing that provisions of Section 212 shall not apply in relation to subsidiaries of the Company subject to fulfillment of certain conditions. Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Company are not attached herewith.

The Company shall make available the Annual Accounts of the Subsidiary Company ajid related detailed information to any Member of the Company and the Subsidiary Company seeking the same and the same will also be available for inspection by any Member at the Registered Office of the Company and of the Subsidiary Company during their working hours upto the date of the Annual General Meeting.

The financial information of the Subsidiary Company as stipulated in the above Circular is disclosed in this Annual Report.

COST AUDITORS

As per the Order of the Central Government and in pursuance of Section 233B of the Companies Act, 1956, your Company carries out an audit of its cost records. The last date for filing of the Cost Audit Report for the Financial Year ended March 31, 2012 was January 15, 2013. The Company has filed, the Cost Audit Report for the textiles division with a delay of 107 days on May 2, 2013.

Pursuant to Section 233B(2) of the Companies Act, 1956, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Anant Ashok Katyare, Cost Accountants, as the Cost Auditor for conducting audit of the Company''s cost records for the financial year 2012-13 and 2013-14. M/s. Anant Ashok Katyare has confirmed that this appointment is within the limits of Section 224(1B) of the Companies Act, 1956 and has further certified that they are free from any disqualifications specified under Section 233B(5) read with Section 224 and Section 226 of the Companies Act, 1956.

The Audit Committee has received a Certificate from the above Cost Auditor certifying their independence and arm''s length relationship with the Company.

CASH FLOW STATEMENT

In conformity with the Accounting Standard 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited, the Cash Flow Statement for the year ended March 31, 2013 is annexed to the accounts.

PARTICULARS OF EMPLOYEES

There were no employees during the year covered under Section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has been making continuous efforts to conserve energy and upgrade/absorb technology to optimise the energy cost. A statement containing information required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is enclosed herewith as Annexure -1.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, a separate report on Corporate Governance is enclosed herewith as Annexure - II, together with a certificate from the Company''s Auditors confirming compliance of conditions on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the senior management, confirm that:

(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit for the year ended March 31, 2013;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a "going concern" basis.

AUDITORS

The retiring Auditors, M/s. MA. Parikh & Co., Chartered Accountants, being eligible, offer themselves for reappointment. You are requested to appoint the Auditors to hold office from the conclusion of the meeting till the conclusion of the next Annual General Meeting and to fix their remuneration. The Company has obtained written confirmation from the Auditors as per the provisions of Section 224(1B) of the Companies Act, 1956, to the effect that the re-appointment if made, would be in conformity of the limit specified in the said section. APPRECIATION

Your Directors place on record their appreciation for the continued support and valuable co-operation extended to the Company by shareholders and other stakeholders during the year under review. The Board also thanks the employees for their dedicated and sincere services at all levels of operations of the Company.

For and on behalf of the Board of Directors,

RAOUL THACKERSEY

Place: Mumbai Chairman

Date: May 4, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 109th Annual Report on the affairs of your Company together with the Audited Statements of Accounts for the year ended March 31, 2013.

(Rs.in lakhs)

sUMMaRIseD FInanCIaL ResULts Current Year Previous Year ended Ended 31.03.2013 31.03.2012

Gross Proft before Interest, Depreciation and Tax 1019.17 244.42

Less: Finance Cost 6.52 7.13

Gross Proft after interest but before Depreciation 1012.65 237.29

Less: Depreciation 471.57 423.22

Proft/(Loss) before Taxation 541.08 (185.93)

Less : Provision for Tax ation 116.00 1.58

Less: Short Provision of Tax of earlier year 7.65

Balance brought forward from last year 438.45 712.87

Proft after Tax / Amount available for appropriation 855.88 528.52

Add: Transferred from Reserve under Section 45IC 48.47

Less: Transferred to General Reserve 43.00 72.70

Less: Proposed Dividend 124.84 83.23

Less: Tax on proposed Dividend 20.25 13.50

Balance carried to Balance Sheet 716.26 359.09



ReVIeW oF oPeRatIons

The revenue from operations of the Company for the fnancial year 2012-13 is Rs.10643.50 lakhs. The Proft before tax is Rs.541.08 lakhs. The performance and overall view of the Textile as well as the Roll manufacturing business has been covered in the Management Discussion and Analysis which forms part of this Directors'' Report.

In order to consolidate all activities at one centralized place, the Company set up a new factory for manufacturing Calendar Rolls with the latest technology and higher capacity at Karad, Satara. The commercial production in this new factory commenced from December 2012.

The Company''s Roll manufacturing factory at Ambernath is considered to be obsolete and economically unsustainable by the management. Therefore it was decided to shift its activities to the aforesaid factory at Karad.

DIVIDenD

The Directors recommend a dividend of Rs.7.50 per share (Face value of Rs.10/- each) for the financial year ended on March 31, 2013. The total dividend payout for the year 2012-13 (inclusive of dividend tax) would aggregate to Rs.145.09 lakhs.

FIXeD DePosIts

The Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits remaining unpaid / unclaimed as on March 31, 2013.

DIReCtoRs

During the year under review, in the Board Meeting held on August 9, 2012, Mr. Sudhir Thackersey, Chairman, relinquished his position as Chairman and Director after his long and fruitful association with the Company. The Board Members expressed their deep sense of gratitude to Mr. Sudhir Thackersey and placed on record their appreciation for his immense contribution and leadership, patience and courage which helped the Company steer through diffcult times.

The Directors of the Company have conferred the title of ''Chairman Emeritus'' upon the former Chairman of the Board, Mr. Sudhir Thackersey who, in their judgement, brought credit and distinction to the Company through his long and faithful service. Mr. Sudhir Thackersey thanked the Board and accepted the honour.

In light of Mr. Sudhir Thackersey resigning from the position of Chairman and Director of the Company, the Board, after due deliberations in the same meeting held on August 9, 2012, unanimously decided that Mr. Raoul Thackersey be appointed as the Chairman in recognition of his vast experience and association with the Company. Mr. Raoul Thackersey has accepted the appointment with effect from August 9, 2012.

Mr. R.N. Bansal, Mr. P.B. Desai and Mr. Sujal A. Shah, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment as Directors of the Compnay in accordance with Article 99 of the Articles of Association of the Company.

sUBsIDIaRY

The Company has a wholly owned subsidiary viz. Hindoostan Technical Fabrics Limited (HTFL). The revenue from operations of the subsidiary for the third fnancial year 2012-13 is Rs.99.64 lakhs. The Loss before tax is Rs.128.87 lakhs. The audited annual accounts of HTFL is included in the audited Consolidated Financial Statements of the Company forming part of this Annual Report prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India.

The Ministry of Corporate Affairs, Government of India vide Circular No. 02/2011 dated February 8, 2011 granted a general exemption under Section 212(8) of the Companies Act,1956 directing that provisions of Section 212 shall not apply in relation to subsidiaries of the Company subject to fulfllment of certain conditions. Accordingly, the Balance Sheet, Proft & Loss Account and other documents of the Subsidiary Company are not attached herewith.

The Company shall make available the Annual Accounts of the Subsidiary Company and related detailed information to any Member of the Company and the Subsidiary Company seeking the same and the same will also be available for inspection by any Member at the Registered Offce of the Company and of the Subsidiary Company during their working hours upto the date of the Annual General Meeting.

The fnancial information of the Subsidiary Company as stipulated in the above Circular is disclosed in this Annual Report.

Cost aUDItoRs

As per the Order of the Central Government and in pursuance of Section 233B of the Companies Act, 1956, your Company carries out an audit of its cost records. The last date for fling of the Cost Audit Report for the Financial Year ended March 31, 2012 was January 15, 2013. The Company has fled the Cost Audit Report for the textiles division with a delay of 107 days on May 2, 2013.

Pursuant to Section 233B(2) of the Companies Act, 1956, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Anant Ashok Katyare, Cost Accountants, as the Cost Auditor for conducting audit of the Company''s cost records for the fnancial year 2012-13 and 2013-14. M/s. Anant Ashok Katyare has confrmed that this appointment is within the limits of Section 224(1B) of the Companies Act, 1956 and has further certifed that they are free from any disqualifcations specifed under Section 233B(5) read with Section 224 and Section 226 of the Companies Act, 1956.

The Audit Committee has received a Certifcate from the above Cost Auditor certifying their independence and arm''s length relationship with the Company.

CasH FLoW stateMent

In conformity with the Accounting Standard 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited, the Cash Flow Statement for the year ended March 31, 2013 is annexed to the accounts.

PaRtICULaRs oF eMPLoYees

There were no employees during the year covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ConseRVatIon oF eneRgY, teCHnoLogY aBsoRPtIon anD FoReIgn eXCHange eaRnIngs anD oUtgo

Your Company has been making continuous efforts to conserve energy and upgrade/absorb technology to optimise the energy cost. A statement containing information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is enclosed herewith as Annexure - I.

CoRPoRate goVeRnanCe

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, a separate report on Corporate Governance is enclosed herewith as Annexure – II, together with a certifcate from the Company''s Auditors confrming compliance of conditions on Corporate Governance.

DIReCtoRs'' ResPonsIBILItY stateMent

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the senior management, confrm that:

(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the proft for the year ended March 31, 2013;

(iii) proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern'' basis.

aUDItoRs

The retiring Auditors, M/s. M.A. Parikh & Co., Chartered Accountants, being eligible, offer themselves for reappointment. You are requested to appoint the Auditors to hold offce from the conclusion of the meeting till the conclusion of the next Annual General Meeting and to fx their remuneration. The Company has obtained written confrmation from the Auditors as per the provisions of Section 224(1B) of the Companies Act, 1956, to the effect that the re-appointment if made, would be in conformity of the limit specifed in the said section.

aPPReCIatIon

Your Directors place on record their appreciation for the continued support and valuable co-operation extended to the Company by shareholders and other stakeholders during the year under review. The Board also thanks the employees for their dedicated and sincere services at all levels of operations of the Company.

For and on behalf of the Board of Directors,

RaoUL tHaCKeRseY

Place: Mumbai Chairman

Date : May 4, 2013


Mar 31, 2011

THE MEMBERS,

The Directors have pleasure in presenting the 107th Annual Report together with the Audited Statements of Accounts for the year ended 3 lsl March, 2011.

AMALGAMATION AND CHANGE OF NAME

As you are aware, the Board of Directors of your company had considered and recommended the scheme of amalgamation of The Hindoostan Spinning & Weaving Mills Limited with its entire undertaking and business, including all assets and liabilities, pursuant to section 391 to 394 of the Companies Act, 1956 with your Company. The said scheme of amalgamation had been approved by the shareholders at the Court Convened Extra Ordinary General Meeting held on January 15, 2011 and by the Hon'ble Bombay High Court on April 1, 2011.

Pursuant to the scheme of amalgamation, the equity shares of face value of Rs.100/- each of your company were sub-divided into 10 equity shares of Rs.10/- each with effect from May 14, 2011. Further on June 27, 2011 the Company had issued and allotted 9,58,708 equity shares of Rs.10/- each to the equity shareholders of The Hindoostan Spinning and Weaving Mills Limited (HSWML) in the ratio of 8 equity share of your Company for 100 equity share of HSWML.

The name of your company was changed from 'The Sirdar Carbonic Gas Company Limited' to 'Hindoostan Mills Limited' vide Certificate of Incorporation dated May 24, 2011 issued by the Registrar of Companies, Maharashtra, Mumbai.

(Rs. in lakhs)

SUMMARISED FINANCIAL RESULTS* Current Previous Year Year Ended Ended 31.03.2011 31.03.2010

Gross (Loss) / Profit before interest, depreciation and tax 1178.24 217.18

Less:Interest Nil 7.23

Gross (Loss) / Profit after interest but before depreciation 1178.24 209.95

Less: Depreciation 196.21 53.39

(Loss) / Profit before taxation 982.03 156.56 Less:-Provision for Taxation 187.41 27.26

Add: Excess provision written back 62.05 16.42

Balance brought forward from last year 90.00 90.00

Add: Profit transferred pursuant to scheme of amalgamation 44.65 91.12

(Loss) / Profit after tax/ amount 991.32 326.83 available for appropriation

Less: Transferred to General Reserve 85.00 195.69

Less: Proposed Dividend 166.45 35.29

Less: Tax on proposed Dividend 27.00 5.86

Balance carried to Balance Sheet 712.87 90.00

* Due to amalgamation, the figures for the current year ended March 31, 2011 are not be directly comparable with the previous year ended March 31, 2010.

WORKING RESULTS

The turnover of the Company for the financial year 2010-11 is Rs.9636.98 Lacs.The Profit before tax is Rs.982.03 Lacs whereas Profit after tax is Rs.794.62 Lacs.The performance and overall view of the textile as well as the roll manufacturing business has been covered in the Management Discussion and Analysis which forms part of this Directors' Report.

DIVIDEND

On the completion of amalgamation, the Directors recommend a special dividend of Rs.5/- per share on 16,64,548 equity shares for the financial year ended on March 31, 2011 amounting Rs. 83.22 Lacs.

The Directors also recommend a final dividend of Rs.5/- per share for the financial year ended on March 31, 2011 amounting Rs.83.23 Lacs.

The total dividend payout for the year 2010-11 inclusive of dividend tax would aggregate to Rs.193.45 Lacs.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits remaining unpaid / unclaimed as on March 31, 2011.

DIRECTORS

During the year under review Mr. Jagdish U. Thackersey and Dr. Khurshed H. Sahiar have resigned from the Board.The Board put on record its appreciation for their valuable services rendered during their tenure as Directors of the Company. Mr. Abhimanyu J. Thackersey was appointed as an Additional Director of the Company on May 9, 2011.

Mr. Sudhir Thackersey, Mr. D.M. Popat, Mr. R.N. Bansal, Mr. P.B. Desai, Mr. Sujal Shah and Mr. Bhavesh Panjuani were appointed as Additional Directors of the Company on June 8, 2011. They hold office upto the conclusion of ensuing Annual General Meeting and being eligible, offer themselves as Directors liable to retire by rotation. Notice under Section 257 of the Companies Act, 1956 has been received from the members proposing the names of Mr. Abhimanyu Thackersey, Mr. Sudhir Thackersey, Mr. D.M. Popat, Mr. R.N. Bansal, Mr. P.B. Desai, Mr. Sujal Shah and Mr. Bhavesh Panjuanias Directors of the Company.

In accordance with Article 99 of the Articles of Association of the Company, Mr. N.R. Kara, Mr. Raoul S. Thackersey and Mr. K..D. Vora retire by rotation and they, being eligible, offer themselves for re-appointment.

SUBSIDIARY

During the year, the erstwhile Hindoostan Spinning and Weaving Mills Limited incorporated a 100% wholly owned subsidiary namely Hindoostan Technical Fabrics Limited (HTFL).

The Ministry of Corporate Affairs, Government of India has vide Circular No.2/2011 dated February 8, 2011 has granted a general exemption, subject to fulfillment of certain conditions, from attaching the Annual Accounts of the Subsidiary of the Company without making an application for exemption. Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Company are not attached here with.Financial information of the Subsidiary Company is disclosed in the Annual Report. The Annual Accounts of the Subsidiary and related information will be made available to any members and also available for inspection by any member at the registered office of the Company.

PARTICULARS OF EMPLOYEES

There were no employees during the year covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited, the cash flow statement for the period ended March 31,2011 is annexed to the accounts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has been making continuous efforts to conserve energy and upgrade/absorb technology. A statement containing information required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is enclosed herewith as Annexure -1.

CORPORATE GOVERNANCE

The Corporate Governance as prescribed under clause 49 of the Listing Agreement with the stock exchange was not applicable to your company during the previous financial year 2009-10. However, due to the amalgamation,Corporate Governance is applicable to your Company.

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, a separate report on Corporate Governance is enclosed herewith as Annexure - II, together with a certificate from the company's Auditors confirming compliance of conditions on Corporate Governance.

INSURANCE

Adequate insurance cover has been taken for all the properties and insurable interests of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2 AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:-

(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) They 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 31st March, 2011 and of the profit for the year ended 31st March, 2011;

(iii) They 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;

(iv) They have prepared the Annual Accounts on a "going concern" basis.

AUDITORS

In the last Annual General Meeting held on 30th September 2010, M/s. H.N. Motiwalla & Co., Chartered Accountants, were re- appointed as auditors of the Company to hold the office till conclusion of next Annual General Meeting. The retiring Auditors have now given to the Company a notice in writing to the effect that they do not offer themselves for re-appointment as Statutory Auditors of the Company for the financial year ending March 31,2012.

In their place, it is proposed to appoint M/s. M. A. Parikh & Company, Chartered Accountants, Mumbai, who have confirmed that they are eligible for being appointed as auditors of the Company in terms of Section 224(1-B) of the Companies Act, 1956. You are requested to appoint the Auditors in the ensuing Annual General Meeting and fix their remuneration.

APPRECIATION

Your Directors place on record their appreciation for continued support extended to the company by Shareholders during the year under review. The Board also thanks the employees for their dedicated and sincere service at all levels.

For and on behalf of the Board of Directors, SUDHIR THACKERSEY Chairman

Place : Mumbai Dated : August 10, 2011

 
Subscribe now to get personal finance updates in your inbox!