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Directors Report of Hindoostan Mills Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 12th Annual Report together with the Audited Financial Statements for the year ended March B, 206.

FINANCIAL RESULTS

The Company’s financial performance, for the year ended March 31, 2016 is summarized below:

(Rs in lakhs)

Current

Previous

Year Ended

Year Ended

31.03.2016

31.03.2015

Gross Profit before Interest, Depreciation and Tax

1,084.27

47636

Less: Finance Cost

33134

195.07

Gross Profit after interest but before Depreciation

752.93

281.29

Less: Depreciation

18182

0101138

Profit before Exceptional and Extraordinary Items and Tax

(428.89)

(730.09)

Add: Exceptional Items

222.54

4!50

Profit / (Loss) before Taxation

(206.35)

(688.59)

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

19.03

--

Profit after Tax

(225.38)

(688.59)

Balance brought forward from last year

2.96

68435

Add: Transfer from General Reserve

B^81

80

Amount available for appropriation

90.39

82.86

Less: Proposed Dividend

74.90

66.58

Less: Tax on proposed Dividend

15.25

B32

Less: Short provision of Tax on proposed Dividend for the year 204-5

0.24

--

Balance carried to Balance Sheet

--

2.96

REVIEW OF OPERATIONS:

The revenue from operations of the Company for the financial year 2015-16 is ''15,925.53 lakhs. The Loss before tax is''20635 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 ''4.50 per equity share (last yeaf4/- per equity share) for the financial year 2015- 6, amounting to ''90.15 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 August C2, 2016 and in respect of shares held in dematerialized 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.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public during the year under review. There are no outstanding depos: remaining unpaid / unclaimed as on March B, 206.

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 Statement

All the Independent Directors have given declarations that the meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and (t under SEBI (Listing Obligations and Disclosures Requirements) Regulations 205.

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee reappointed Mr. Abhimanyu Thackersey as Whole-time Director of Company designated as Executive Director’ ’ for a term of„ 5(Five) years with effect from June 08 206 up to June 07, 202’ , subject to the approval of the Members in the ensuing AGM.

(a Mr. Krishnadas D. Vora be re-appointed as an Independent Director of the Company not liable to retire by rotation to ho office for a term of 2 (Two) consecutive years commencing from the date of 12hAGM till conclusion of ® AGM of the (j-Company to be held in calendar year 20B.

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

Mr. Nit in Singala, Independent Director of the Company resigned w.e.f. August 11 205.The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company.

Brief profiles of the Directors, proposed to be re-appointed as (d required under SEBI (Listing Obligations and Requirements) Regulations 205, are part of the Notice convening the Annual General Meeting.

(a) Board Evaluation:

Pursuant to the provisions of the Companies Act, 203 (f and Regulation 17 of SEBI (Listing Obligations and Requirements) Regulations 205, the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of tog working of its Audit and Nomination & Remuneration r Committees.

(b) Remuneration Policy: Nil

The Board has, on the recommendation of the Nomination" & Remuneration Committee framed a policy for selection 20 and appointment of Directors, Senior Management anvil their remuneration.

(c) Meetings: During the year four Board Meetings and audit Committee 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, 203.

Committees of the Board:

Details of all the Commies their composition and Meetings held during the year are provided ii Corporate Governance Report a part of this Annual Report. RECTORS’ RESPONSIBILITY STATEMENT:

pursuant to the provision of Section 34(3)(c) and 34(5) of the companies Act 2013, the Directors confirms to the best of their knowledge and belief: that in the preparation of the annual financial statements for the year ended March 3} 206, the applicable accounting

I standards have been followed and there are no material departures;

that they have select Erich accounting policies and applied them consistently and made judgments and estimates that irises 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;

that they 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;

that they have prepared the annual accounts on a going concern basis;

that they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

During the year Mr. Devanand Mojidra, Company Secretary lined effective October 06, 205 and Mr. Jagat Reshamwala s appointed as a Company Secretary and President effective November 16,205.

The Board of Directors at their Meeting held on May 04, accepted the resignation of Ms. Heena Shah, Chief lancial Officer effective May 16, 2016 and appointed Mr. K. Nandakumar as President (Finance and Accounts) effective May 2016 to be designated as Chief Financial Officer effective ay 17, 2016.

INDUSTRIAL RELATIONS:

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Your Company has, during the year under review, transferred ii) a sum of Rs,32,670/- to Investor Education and Protection Fund, in compliance with the provisions of Section 25 of the Companies Act, 2013. The said amount remained unclaimed by the Members of the Company for a period exceeding 7 years from its due date of payment.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All 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 transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transaction^ which are of a foreseen and repetitive nature. The transaction entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related parity) 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. N one of the Directors has any pecuniary relationships or transactions vis-avis the Company.

CASH FLOW STATEMENT:

In conformity with the Accounting Standard B issued by the Institute of Chartered Accountants of India and the provision of SEBI (Listing Obligations and Disclosures Requirements) vi) Regulations 2015, the Cash Flow Statement for the year ended March B, 206 is annexed to the accounts.

PARTICULARS OF EMPLOYEES:

There were no employees during the year covered under Section 197 of 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 is given below:

The ratio of the remuneration of Directors to the median remuneration of the employees of the Company for the financial year.

Mr Hrishikesh Thackersey :15,53

Mr Abhimanyu Thackersey : 28.30

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Directors, Chief Executive Officer, Company Secretary or Manager

% increase in remuneration in the financial year

Mr. Hrishikesh Thackersey, Executive Director

12.41

Mr. Abhimanyu Thackersey, Executive Director

27.19

Ms. Heena Shah

B.00

Mr. Devanand Mojidra (Up to October 06, 205)

N.A.

Mr. Jagat Reshamwala, Company Secretary (w.e.f. November 6, 205)

N.A.

The percentage increase in the median remuneration of employees in the financial year.5.06%

The number of permanent employees on rolls of the Company.

486 employees as on March 13, 206 in Hindoostan Mills Limited.

The explanation on the relationship between average increase in remuneration and Company performance.

The average increase of B.57% in remuneration given in the Company was to partially offset the average inflation of 6.0% in the year 2015-16, as also to prevent any significant employee attrition at lower levels.

Comparison of the remuneration of Key Managerial Personnel against the performance of the Company.

The total remuneration of Key Managerial Personnel (including Executive Directors) increased by 26.18% whereas the Gross Profit before interest, Depreciation and Tax has been increased fop84.27 lakhs in 205-6 (''47636 lakhs in 204-15).

Variation in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case listed companies.

a) Variation in the market capitalization of the Company The market capitalization as on March 2015 was ''61.94 crore and was ''65.58 crore as at March 2055 at closing price on Stock Exchange.

The remuneration paid to employees of the Company is as per the remuneration policy of the Company.

C: ONSERVATION 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 east. Information required under Section 4(B)(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 ( Section B6 (), the report and accounts are being sent to all the Members of the Company excluding the information gloating 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 ferrite to the Company Secretary for a copy.

Foreign Exchange Earnings & Outgo:

C in lakhs)

b) As at March 2016 the Company has incurred loss of lakhs and Price Earnings ratio of t Company (at closing price) was 27.48 as at March 13, 2016.

c) Present increase over / decrease in the mark quotations of the shares of the Company as company to the rate at which the Company came out we the last public offer in the year: The Company h been in existence over 00 years. The equity share; of the Company were listed more than 40-50 year; back. Hence, such old (the stock exchange) data is in available for comparison of share pricing at public offer.

Particulars

31.03.2016

31.03.2015

Foreign exchange earned

2739.36

267623

Foreign exchange used

631.80

3089.35


viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

CORPORATE GOVERNANCE:

The Company is maintaining the standards of corporate governance and adheres to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 is an integral part of this 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.

EXTRACT OF ANNUAL RETURN:

f The details forming part of the extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form MGT- 9 of Rules prescribed under Chapter VII relating to Management and Administration under Companies Act, 20B is enclosed herewith a Annexure - I. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In terms of the provisions of Section B5 of the Act read with Companies (Corporate Social Responsibility Policy) Rules,

2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee which is chaired by Mr. Raoul Thackersey. The other Members of the Committee are Mr. K.D.Vora and Mr. Sujal Shah. The Committee has formulated and recommended to the Board a

Average Salary Increase for KMPs : 26.B%

Average Salary Increase for non-KMPsB.57%

ix) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

Same response as in company above

x) The key parameters for any variable component of remuneration availed by the Directors.

No Director has received any variable component oJ remuneration.

xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year.

Mr Akhil Hebber .7 Dr. Milind Khandwe 1.09 Ms. Heena Shah KB

xii) Affirmation that the remuneration is as per the Remuneration policy of the Company.

the if they are re-appointed, it would be in accordance with ie provisions of Section Ml of the Companies Act, 203.

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

CSR Policy indicating the activities to be undertaken by Company, which has been approved by the Board and the sir is available on your Company’s website, www.hindoostan.com. The brief outline of the Corporate Social Responsible: (CSR) Policy of the Company and the initiatives under by the Company on CSR activities is enclosed herewith h Annexure -II.

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

There is no significant material order passed by the Regulators / Courts which would impact the going concern status of ; Company and its future operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commence with the size, scale and complexity of its operations. Based the framework of internal financial controls and compliance systems established and maintained by the Company, we perform by the internal, statutory and secretarial audit including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews perfidy by the management and the Audit Committee, the Board is the opinion that the Company’s internal financial controls were adequate and effective during financial year 2015-16.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance o fraud and mismanagement, if any. The Vigil Mechanism Pole is available on your Company’s website, www.hindoostan.com

AUDITORS:

(a) Statutory Auditors:

M/s. M.A. Parikh & Co., Chartered Accountants, Mumbai (Firm Registration No. D7556W) were appointed as statutory auditors of the Company to hold office till the conclusion of 1B th Annual General Meeting (AGM) to held in the calendar year 2019 at the AGM held on December 12, 2014. In terms of the provision of Section 139(1) of the Companies Act, 203, 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 Members. In this regard, the Company has receive a certificate from the Auditors confirming to the effect that

(b) Cost Auditors:

The Board on recommendation of the Audit Committee, re-appointed M/s. Anant Ashok Katyare, Cost Accountants our as Cost Auditors of the Company for the financial year 2015-F on a remuneration of ?JQ5,03y- (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. rate

c) Secretarial Audit:

The Board has appointed M/s. PRS & Associates, a firm k of Company Secretaries in Practice to undertake the tars, Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith Annexure-III. 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, 203.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors,

Raoul Thackersey

Chairman

Mumbai, May 4, 2016


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


Mar 31, 2010

The Directors have pleasure in submitting their 106th Annual Report together with the Audited statement of accounts for the year ended 31st March, 2010.

(Rs. in lacs)

FINANCIAL RESULTS : Current Year Previou$ Year

The Gross Profit for the year before Depreciation 209.95 129.35

Depreciation 53.39 56.05

Profit before Taxation 156.56 73.30

Provision for Taxation 27.26 3.57

Profit after Taxation 129.30 69.73

Excess Provisions written back (Net) 16.42 1.88

Balance brought forward from last year 90.00 90.00

Profit transferred pursuant to scheme of amalgamation 91.12 Nil

Amount available for appropriation 326.84 161.61

Transferred to General Reserve 195.69 42.62

Proposed Dividend 35.29 24.78

Tax on Proposed Dividend 5.86 4.21

Leaving the balance carried forward to next year 90.00 90.00

DIVIDEND :

Your Directors now recommend the payment of dividend for the year at Rs.50/- per share.(Last year Rs.307- per snare)

OPERATIONS :

Your Directors have to report that the Company has performed reasonably well. The production during the year was 323 Bowls at its plant at Ambernath as against 138 Bowls during last year. The Company continued Its leasing activities as per last year

The Company continued to promote its products in the export market which resulted in the exports rising to Rs.79.29 lakhs as against the corresponding figure of Rs.42.46 lacs. Presently, the Companys products are marketed to Bangladesh, Tanzania, Sri Lanka, Thailand, Nigeria, Korea and Turkey.

The Company has formed an alliance with M/s NCCM Company LLC (formerly known as " the Mill Roll Division of 3M," from USA) to purchase material which will be used to manufacture rolls for metal industries. The Company has secured trial orders for mill rolls from few leading companies.

AMALGAMATION OF SIX WHOLLY OWNED SUBSIDIARIES

The Honble High Court of Judicature of Bombay has approved the Scheme of Amalgamation of Assured Investments Ltd., Earnest Holdings Ltd., Prudential Holdings Ltd., Aristocrat Investments Ltd., Sukta Investment Ltd. and Western Holdings Ltd. with the Company with effect from 1st April.2009 and accordingly the assets • and liabilities of six subsidiaries has been transferred to the books of the Company.

DISCLOSURE OF INFORMATION PURSUANT TO SECTION 217 (1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

1. CONSERVATION OF ENERGY :

a) The Company has been making continuous efforts to conserve energy by replacement of old electrical drives, reorganizing the production progress and introduction of improved system for various process carried out from time to time.

b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy. A study of identifying other areas of additional investments in energy conservation, investment for renovation and modernization of certain machines are under active consideration.

c) Impact of measures of (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

d) Total energy consumption and energy consumption per unit of production as per form A of the Annexure to the Rules in respect of industries specified in the schedule thereto:

Current Previous

Year Year a) Power & Fuel consumption

1) Electricity:

a) Purchased Units (KWH) 1,12,386 86,453

Total Amount (Rs.) 6,18,435 4,36,549 Rate / Unit (Rs. per KWH) 5.50 5.05

b) Own Generation

I) Through Diesel generator: Nil Nil

Unit (000 KWH) Nil Nil

Cost per Itr. of diesel oil Nil Nil

Cost/ Unit (Rs. per KWH) Nll Nil

II) Through steam turbine/generator Units Nil Nil

Units Nil Nil

Unitsper Itr. of fuel Nil Nil

Oil/Gas Nil Nil

Cost/Units Nil Nil

2) Coal (specify quality & where used)

a) Quantity (Tones) Nil Nil

Total Cost Nil Nil

Average rate Nil Nil Furnace Oil

Quantity (K. Ltrs.) Nil Nil

Total amount (000 Rs.) Nil Nil

Average rate (Rs. per K.Ltr.) Nil Nil

b) Consumption per Unit of Production: Electricity

Elastic Calender Bowls (KWH) 347.94 626.47



I. TECHNOLOGY ABSORPTION :

Efforts made in technology absorption as per Form - B of the Annexure to the Rules:

RESEARCH & DEVELOPMENT (R&D)

1. Specific areas in which R&D carried out by the Company;

- Process Development (Process Control, efficiency, safety, quality consistency)

- Product Development

- Application Development

2. Benefits derived as a result of above R&D:

Process and Product Development has resulted in more efficient manufacturing of existing

products and introduction of new products.

Application Development resulted in new application with better durability and improved quality.

3. Future Plan of action :

To continue R & D in the relevant areas to achieve improvement of existing products, development of existing products, development of new products, cost reduction, export promotion, import substitution, energy saving and improvement in safety and environmental production.

4. Expenditure on R & D :

Research and Development is being done on a continuing basis in concerned technical departments as applied research and development programmes. No separate record on the expenditure incurred on R & D is maintained.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION :

1. Efforts in brief made towards technology absorption, adaptation and innovation:

With the Technical know-how agreement with M/s. Voith GmbH, Germany, who are one of the leading manufacturers of Calender Machine World-wide for the paper manufacturing and converting industry, the Company is producing High Efficiency Liquid Extraction Rollers (Laxmi Helextra) which can replace

the conventional rubber rolls in textile industry and can save 30 to 40% energy by way of 30 to 50% better liquid extraction as against the conventional squeezing mangles.

2. Benefits derived as a result of above effort:

Products improvement, cost reduction, product development etc.

Ill FOREIGN EXCHANGE EARNING AND OUTGO :

A) Activities relating to exports initiatives taken to increase exports, development of new export markets for products and services and export plans:

The Company has taken initiative to boost up exports of Elastic Calender Bowls, Cotton Spun Laps (Cakes). Besides continuous effort are being made to improve the quality of the products in the international market and also to develop new market with the help of M/s. Voith GmbH, Germany with whom the Company has entered into Technical Know-how Agreement.

B) Total Foreign Exchange used and earned (Rupees): Used Rs.63,99,933 /- Earned Rs.79,29,406 /-



INSURANCE:

All the properties and insurable interests of the Company are adequately insured.

PARTICULARS OF EMPLOYEES :

There were no employees covered under Section 217(2A) of the Companies Act, 1956 during the year under review.

COMPLIANCE CERTIFICATE :

Compliance Certificate obtained from the Company Secretary in whole time practice as required by proviso to Sub-Section(l) of Section 383 A of the Companies Act, 1956 is annexed herewith.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement with the Bombay Stock Exchange Ltd, the Cash Flow Statement for the year ended 31* March.2010 is annexed to the accounts.

DIRECTORS RESPONSIBILITY :

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to the material departures;

ii) they have been 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" March, 2010 and of the profit of the Company for the period from 1st April 2009 to 31st March. 2010;

iii) they have taken proper and sufficient care 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) they have prepared the annual accounts on a "going concern basis".

DIRECTORS :

Mr. Jawahir T.Kapadia has resigned from the Board of Directors of the Company. The Board put on record its appreciation for the valuable service rendered by him as Director of the Company.

Mr.Chandrahas K.Thackersey has resigned as Managing Director with effect from 31 * March,2010 but continues as Chairman of the Company as before.

Mr.Jagdish U.Thackersey has resigned as Joint Managing Director with effect from 31st March,2010 but continues as a Director of the Company.

Mr. Hrishikesh J. Thackersey has been elevated as Whole time Director designated as Executive Director for a period of five years with effect from 1st April,2010.

Mr.Chandrahas K.Thackersey.Shri Jagdish U.Thackersey and Dr.Khurshed H.Sahiar retire by rotation and being eligible offer themselves for re-appointment.

AUDITORS OBSERVATION :

As regards to the qualification relating to Internal Audit System, the Management submits that though the Company has not appointed independent auditors but, has adequate internal control system for purchase of assets and other consumables and proedures which ensures reasonbale internal checking of its financial and other records. The Management is of the opinion that the said internal control system and procedures are commensurate with the size of the company and nature of its business. The other observations made in the Auditors Report and notes to accounts are self explanatory and do not call for further comments.

AUDITORS :

The retiring Auditors, M/s. H. N. Mofiwalla & Co., Chartered Accountants, being eligible, offer themselves for re-appointment. You are requested to appoint Auditors for the current year and to fix their remuneration.

APPRECIATION :

The Directors wish to place on record their appreciation for the services and co-operation given by the employees of the Company. Your Directors are also pleased to record their grateful appreciation of the active support and co-operation received from its Bankers and M/s. Voith GmbH, Germany.

For and on behalf of the Board of Directors

CHANDRAHAS K. THACKERSEY

Mumbai, Dated : 31st May, 2010 Chairman

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