Mar 31, 2015
Dear Members,
The Directors present the 25th Annual Report of the Company together
with the standalone and consolidated audited statements of Financial
Accounts of the year ended March 31, 2015.
FINANCIAL HIGHLIGHTS:
The following table gives the financial highlights of your company on a
standalone basis according to the Indian Generally Accepted accounting
Principles (GAAP)
FINANCIAL RESULT (STANDALONE) (in Lacs)
Particulars 2014-15 2013-14
Net Sale & other Income 13642 50054
Profit / (Loss) Before Interest,
Depreciation & Tax (93314) (36237)
Financial Overheads 27173 23062
Depreciation 6236 4480
Net Profit/(Loss) Before Tax (126723) (63779)
Provision for Tax -- --
- Current -- --
- Deferred -- (11963)
- Tax for earlier years -- (2237)
Net Profit/(Loss) after Tax (126723) (49578)
Appropriations
Proposed Dividends Nil Nil
Provision for Tax for Dividends Nil Nil
Surplus carried forwards to Balance Sheet (126723) (49578)
Transfer to General Reserve --
Net Surplus carried forwards to Balance Sheet --
FINANCIAL RESULTS (Consolidated)
The following table gives the financial highlights of your company on a
consolidated basis according to the Indian Generally Accepted
Accounting Principles (GAAP).
(in Lacs)
Particulars 2014-15 2013-14
Net Sale & other Income 13642 50080
Profit / (Loss) Before Interest,
Depreciation & Tax (91363) (35326)
Financial Overheads 27174 23063
Depreciation 6237 4482
Net Profit/(Loss) Before Tax (124774) (62871)
Provision for Tax -- --
- Current -- --
- Deferred -- (11963)
- Tax for earlier years -- (2237)
Net Profit/(Loss) after tax before
Minority interest (124774) (48670)
Minority interest in income/(loss) -- 4
Net Profit /(Loss) after Tax &
Minority Interest (124774) (48666)
Appropriations
Proposed Dividends -
Provision for Tax for dividends -
Surplus carried forwards to Balance Sheet (124774) (48666)
Transfer to General Reserve -
Net Surplus carried forwards to Balance Sheet -
Erosion of Net Worth and reference to the Board for Industrial and
Financial Reconstruction (BIFR)
The operating results have been adversely affected due to adverse
market conditions, non receipt of Tuff's subsidy and blockage of
substantial funds in slow/ non moving stocks and debtors. The Company
faced severe liquidity crunch and huge scarcity in the working capital
funds. In order to partially mitigate the working capital fund scarcity
and arrest the further deterioration in the quality of stocks, the
Company affected disposal of stocks of slow moving / non moving fabrics
and finished goods at market prices, which in most of the cases was
well below the cost, resulting in losses. The Company settled its old
debtors by allowing their pending debit notes, quality discount and /or
taking the material back, which further contributed losses to the
Company.
On accumulated losses of the Company exceeding the entire net worth,
the Company made a reference with the Board for Industrial and
Financial Reconstruction in terms of the provisions of section 15(1) of
Sick Industrial Companies (Special Provision) Act 1985, which has since
been registered by the Hon'ble BIFR as case No. 54/2015.
OVERVIEW AND REVIEW OF OPERATIONS
The Indian Toys and Textiles Industry witnessed challenging times as a
results of low growth led by issues such as high fiscal deficit, high
inflation and worsening current account balance. The slowdown in the
global growth aggravated the sluggishness in the economy. Apart from
the un-favorable demand supply scenario the industry has been also
reeling under the pressure of rising manufacturing cost.
The gross sales and other income for the financial year under review
were Rs. 13642 lacs as against Rs. 50054 lacs for the previous
financial year. During the Year under review the Company has incurred
Losses after Tax of Rs 126723 lacs as against the Losses of Rs. 49578
lacs for the previous year.
The Loss of the company has increased due to increase in finance cost
and increase in depreciation due to change in method as prescribed by
the Companies Act 2013 during the year. The Company expects to improve
its working in the next financial year.
DIVIDEND
The Board of Directors has decided not to recommend any dividend due to
non availability of profit during the year.
CORPORATE DEBT RESTRUCTURING
The Company had approached it's lead banker and lender, i.e., Punjab
National Bank for restructuring of its debt under CDR mechanism, and
accordingly, the lead banker referred the matter to CDR Empowered Group
on 31st July, 2013. The case of the Company was admitted under CDR on
26th September, 2013, and the CDR scheme was discussed in CDR EG
meeting held on 21.04.2014, and was approved in the meeting held on
23rd May, 2014 and the same was informed to the Company on 16th June,
2014.
The main features of CDR scheme are as below:
1. Cutoff date is 1st April 2013.
2. Moratorium period will be 2 years and repayment in 8 years.
3. Rate of interest on term loan is reduced to 11% p.a.
4. Rate of interest on working capital and FITL (Funded interest Term
Loan) is reduced to 10.50%p.a.
5. Waiver of all liquidity damages and penal interest and penal
charges etc.
6. Promoter's contribution Rs.83.68 crores to be brought in within one
year.
7. Conversion of interest for initial 24 month into FITL (Funded
interest Term Loan) with repayment period of 6 years.
BUSINESS
The Company's main operations consist of Manufacturing of Soft Toys and
Home Furnishings.
EMPLOYEE STRENGTH
The total numbers of permanents employees on the rolls of the company
was 448 as on March 31, 2015,
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said Rules are provided in the
Annexure-B forming part of the Annual Report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in the Annexure-A forming part of the Annual
Report.
Having regard to the provisions of Section 136(1) read with its
relevant provisions of the Companies Act, 2013, the Annual Report
excluding the aforesaid information is being sent to the members of the
Company. The said information is available for inspection at the
Registered Office of the Company during working hours and any member
interested in obtaining such information may write to the Company
Secretary and the same will be furnished without any fee and free of
cost.
CORPORATE GOVERNANCE
Your Company is fully compliant with the Corporate Governance
guidelines, as laid out in Clause-49 of the Listing Agreement with the
Stock Exchanges. The report on Corporate Governance forms part of the
Annual Report.
The statutory auditors of the Company have examined the requirements of
Corporate Governance with reference to Clause 49 of the Listing
Agreement and have certified the compliance, as required under clause
49 of the Listing Agreement. The certificate in this regard forms part
to the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard (AS) 21 on Consolidated
Financial Statements, the audited consolidated financial statement is
provided in the Annual Report.
SUBSIDIARIES
Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, the statement containing
salient features of the financial statements of the Company's
subsidiaries (in Form AOC-1) is attached to the financial statement.
The Annual Accounts of the subsidiary companies and the related
detailed information are available at any time to shareholder of the
parent company and subsidiary companies and to statutory authorities.
On request, these documents will be made available for inspection at
the Company's Corporate office.
DIRECTORS
Mr. Abhishek Monu Kaushik was appointed as an additional director
(Independent) on 9th April 2015 and Mrs. Deepika Gera appointed as an
Additional Director (Independent) on 30th June 2015. These Directors
will hold the office till the date of forthcoming Annual General
Meeting. A Notice in writing has been received from Members signifying
their intention to propose the appointment of Mr. Abhishek Monu Kaushik
and Mrs. Deepika Gera as a Director under independent Director category
at the Annual General Meeting to hold office for 5 consecutive years
with effect from their appointment without being subject to retirement
by rotation.
During the Year Mr. C.S. Batra ceased to be Director with effect from
25th Nov. 2014 and Mr. R.K. Pandey, ceased to be Director with effect
from 22nd June 2015, The Directors wish to place on record the valuable
guidance and services rendered by the independent Directors during
their tenure as Independent director of the Company.
Mr. Umesh Dhal ceased to be C.F.O with effect from 21st May 2015
Pursuant to Rule 895 (iii) of the Companies (Accounts) Rules 2014 It is
reported that other than the above there have been no changes in the
Directors or Key Managerial Personnel during the Year.
STATUTORY AUDITOR
M/s Ravindra Sharma & Associates, New Delhi has been appointed as
Statutory Auditor in place of M/s AMRG & Associates New Delhi under
section 139 (8) of the Companies Act 2013. M/s AMRG & Associates has
resigned during the year and M/s Ravindra Sharma & Associates, New
Delhi appointed to fill the casual vacancy caused by M/s AMRG &
Associates New Delhi.
M/s Ravindra Sharma & Associates, New Delhi, the Statutory Auditor have
confirmed their eligibility to the effect that their reappointment
would be within the prescribed limits under the Companies Act 2013 and
that they are not disqualified for reappointment.
The Report of the Statutory Auditors for the year ended 31st March 2015
does not contain any qualification, reservation or adverse remark.
AUDITORS QUALIFICATION SYSTEM ON ACCOUNTS
Notice to the accounts, as referred in the auditor's report, are self-
explanatory and consistently followed and therefore do not call to any
further comments and explanations.
COST AUDITOR
In terms of the provisions of The Companies Act, The Board of Directors
of your company have on the recommendation of the Audit Committee,
Appointed M/s Chandra Sharma & Co. Vaishali, Ghaziabad as Cost Auditor
to conduct the cost audit of your company for the financial year ending
31st March 2016 subject to the approval of the Central Government.
The Audit Committee has received a certificate from the Cost Auditor
certifying their independence and arm's length relationship with the
company.
COMPLIANCE UNDER COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, your Company complied with the
compliance requirements and the detail of compliances under Companies
Act, 2013 are enumerated below:
EXTRACT OF ANNUAL RETURN
In Accordance with Section 92(3) of the Companies Act 2013 read with
Rules 12(1) of Companies (Management and Administration) Rules 2014 an
extract of the Annual Return in Form MGT-9 is attached herewith as
Annexure-E.
BOARD MEETING HELD DURING THE YEAR
During the year, 17 meetings of the Board of Directors were held. The
details of the meetings are furnished in the Corporate Governance
Report which is attached as Annexure-C to this Report.
DIRECTORS' RESPONSIBILTY STATEMENT
To The best of our knowledge and belief and according to the
information and explanation obtained by us, your Directors make the
following statements in the terms of section 134(3)(c) of the Companies
Act, 2013:
1. 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.
2. for the financial year ended March 31, 2015, such accounting
policies as mentioned in the Notes to the financial statements have
been applied consistently and judgments and estimates that are
reasonable and prudent have been made so as to give a true and fair
view of the state of affairs of the Company and of the Profit and Loss
of the Company for the year ended March 31, 2015.
3. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. the annual financial statements have been prepared on a going
concern basis.
5. that proper internal financial controls were followed by the
Company and that such internal financial controls are adequate and were
operating effectively.
6. that proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the services of
M/s NG & Associates, New Delhi Company Secretary in practice to conduct
the Secretarial Audit of the Company for the financial year ended on
31st March 2015. The Secretarial Audit Report (in Form MR-3) is
attached as Annexure-D to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report, highlighting the
Performance and Prospects of the Company's energy and environment
segments including details if subsidiaries catering to the respective
business, is attached.
LISTING OF STOCK EXCHANGES
The company's equity shares are listed on two stock exchanges- National
Stock Exchange of India Ltd (NSE), and Bombay Stock Exchange Ltd (BSE).
PUBLIC DEPOSITS
The Company had no unpaid / unclaimed deposit(s) as on March 31, 2015.
During the year under review, your Company did not accept any deposits
within the meaning of provisions of Chapter V Â Acceptance of Deposits
by Companies of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.It has not accepted any fixed
deposits during the year.
CODE OF CONDUCT COMPLIANCE
Pursuant to clause 49 of the Listing agreement entered with the Bombay
Stock Exchange Limited and the National Stock Exchange of India
Limited, the declaration signed by the Managing Director affirming
compliance with the code of Conduct by the Director's and senior
management personnel, for the financial year 2014-2015 is annexed and
forms part of the Directors and Corporate Governance Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars prescribed under Section 134 of the Companies Act, 2013
read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating
to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo are furnished in Annexure A to this Report.
CAUTIONARY STATEMENT
Statements made in the Report, including those stated under the caption
"Management Discussion and Analysis" describing the Company's plans,
projections and explanations may constitute "forwards looking
statement" within the meaning of applicable laws and regulations.
Actual results may differ materially from those either expressed or
implied.
REGISTRAR AND SHARE TRANSFER AGENT
M/s Karvy Computershare Private Limited, Hyderabad, is the Registrar
and Share Transfer Agent of the Company. Details of the depository
system and listing shares are given in a part of the "Additional
Shareholders Information", which forms a part of the Corporate
Governance Report and is attached with the Annual Accounts.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere thanks to
the Company's clients, vendors, investors, and bankers for their
continued support to the Company during the year. The Directors wish to
place on record their appreciation of the contributions made by
employees at all levels.
We thank the Government of India, State Government and other Government
agencies for their support and look forward to their continued support
in future.
By order of the Board
For Hanung Toys and Textiles Limited
Place : Noida Ashok Kumar Bansal
Date : August 14, 2015 Chairman-cum-Managing Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 24th Annual Report of the
Company together with the standalone and consolidated audited
statements of Financial Accounts of the year ended March 31, 2014.
FINANCIAL HIGHLIGHTS:
The following table gives the financial highlights of your company on a
standalone basis according to the Indian Generally Accepted accounting
Principles (GAAP)
FINANCIAL RESULT (STANDALONE) (Rs. in Lacs)
Particulars 2013-14 2012-13
Net Sale & other Income 50054 180557
Profit Before Interest, Depreciation & Tax (36237) 31163
Financial Overheads 23062 16618
Depreciation 4480 6556
Net Profit/(Loss) Before Tax (63779) 7989
Provision for Tax
* Current - 1685
* Deferred (11963) (84)
Tax for earlier years (2237) (216)
Net Profit/(Loss) after Tax (49578) 6604
Appropriations
Proposed Dividends Nil 532
Provision for Tax for Dividends Nil 86
Surplus carried forwards to Balance Sheet (49578) 5986
Transfer to General Reserve 3500
Net Surplus carried forwards to Balance Sheet - 2486
FINANCIAL RESULTS (Consolidated)
The following table gives the financial highlights of your company on a
consolidated basis according to the Indian Generally Accepted
Accounting Principles (GAAP)
(Rs. in Lacs)
Particulars 2013-14 2012-13
Net Sale & other Income 50080 181480
Profit Before Interest, Depreciation & Tax (35326) 28826
Financial Overheads 23063 16619
Depreciation 4481 6558
Net Profit Before Tax (62870) 5649
Provision for Tax
* Current - 1685
* Deferred (11963) (84)
Tax for earlier years (2237) (217)
Net Profit after tax before Minority interest (48670) 4265
Minority interest in income/(loss) 4 4
Net Profit after Tax & Minority Interest (48666) 4269
Appropriations
Proposed Dividends - 532
Provision for Tax for dividends - 86
Surplus carried forwards to Balance Sheet 3651
Transfer to General Reserve 3500
Net Surplus carried forwards to Balance Sheet 151
RESULTS OF THE OPERATION
The Indian Toys and Textiles Industry witnessed challenging times as a
results of low growth led by issues such as high fiscal deficit, high
inflation and worsening current account balance. The slowdown in the
global growth aggravated the sluggishness in the economy. Apart from
the un-favorable demand supply scenario the industry has been also
reeling under the pressure of rising input costs. The prices of key raw
materials have soared.
The gross sales and other income for the financial year under review
were Rs. 50054 lacs as against Rs. 180557 lacs for the previous
financial year. During the Year under review the Company has incurred
Losses after Tax of Rs. 49578 as against the Profit of Rs. 6604 lacs
for the previous year.
The Profit after Tax decreased due to increase in Finance Cost of the
Company during the year. The Company expects further to improve its
working in next year after implementation of Corporate Debt Restructure
mechanism.
DIVIDENDS
The Board of Directors has decided not to recommend any dividend due to
non availability by of profit during the year.
CORPORATE DEBT RESTRUCTURING
The Company had approached it''s lead banker and lender, i.e., Punjab
National Bank for restructuring of its debt under CDR mechanism, and
accordingly, the lead banker referred the matter to CDR Empowered Group
on 31st July, 2013. The case of the Company was admitted under CDR on
26th September, 2013, and the CDR scheme was discussed in CDR EG
meeting held on 21.04.2014, and was approved in the meeting held on
23rd May, 2014 and the same was informed to the Company. The Company
awaits confirmatory communication of the aforesaid approval. The
Company continues to reflect the charges executed in favour of its
lenders as were prior to restructuring and has accounted the financial
effect of debt restructuring in its books of account; the variances in
balances of lenders, if any, as are known on execution of restructuring
documentation will be accounted at the time of execution of
modification of charges.
The main feature of CDR mechanism is as below:
1. Cut off date is 31st march 2013.
2. Moratorium period will be 2 years and repayment is 8 years.
3. Rate of interest on term loan is reduced to 11%.
4. Rate of interest on working capital and FITL (Funded interest Term
Loan) is reduced to 10.50%.
5. Waiver of all liquidity damages and penal interest and penal charges
etc.
6. Promoter''s contribution Rs.8368 Lacs to be brought in within one
year.
7. Conversion of interest for initial 24 month into FITL (Funded
interest Term Loan) with repayment period of 6 years.
BUSINESS
The Company''s main operations consist of Manufacturing Toys and Home
Furnishings.
SUBSIDIARIES
By a general circular (No. 2/2011 dated February 8, 2011), the Ministry
of Corporate Affairs, Government of India, under Section 212(8) of the
Companies Act,1956, has permitted companies not to attach copies of the
balance sheets and profit & loss Accounts, Directors'' Reports,
Auditors'' Reports, and other documents of all their subsidiaries, to
the Accounts of the Company. The company has acted accordingly.
However, Annual accounts of the subsidiary companies and the related
detailed information are available at any time to shareholder of the
parent company and subsidiary companies and to statutory authorities.
On request, these documents will be made available for inspection at
the company''s corporate office.
The Hanung (Shanghai) Limited and Cody Direct Corp, are subsidiary of
the companies within meaning of Section 4 of Companies Act 1956.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report, highlighting the
Performance and Prospects of the Company''s energy and environment
segments including details if subsidiaries catering to the respective
business, is attached.
CORPORATE GOVERNANCE
Report on Corporate Governance as required under Clause-49 of the
Listing Agreement with the Stock Exchanges, forms part of the Annual
Report. A Certificate from the Auditors of the Company M/s Rohtas &
Hans, Chartered Accountants, confirming compliance with the conditions
of Corporate Governance as stipulated under the aforesaid Clause-49,
forms part to the Annual Report.
LISTING OF STOCK EXCHANGES
The company''s equity shares are listed on two stock exchanges- National
Stock Exchange of India Ltd (NSE), and Bombay Stock Exchange Ltd (BSE).
PUBLIC DEPOSITS
The Company had no unpaid / unclaimed deposit(s) as on March 31, 2013.
It has not accepted any fixed deposits during the year.
EMPLOYEE STRENGTH
The total numbers of permanents employees on the rolls of the company
was 1350 as on March 31, 2014.
PARTICULARS UNDER SECTION 217 OF THE COMPANIES ACT, 1956
A statement of the particulars under Section 217(1) of the Companies
Act, 1956 (the Act), read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, is annexes and
forms part of this Report.
DIRECTORS
There are Four Directors on the Board of Directors of the Company.
During the Year Mr. Sita Ram Goel and Col. S.K. Jain has resigned from
the Board. The Board appreciated the services provided by Mr. Sita Ram
Goel and Col. S.K. Jain.
Prior to coming into force of section 149 of the Companies Act 2013,
two of the Company''s Directors, Mr. R.K. Pandey and Mr. C.S. Batra were
categorized as independent directors in terms of the definition
contained in the equity listing agreement.
The Provisions of Section 149(4) of the Companies Act, 2013 pertaining
to the appointment of independent directors have been notified by the
Ministry of Corporate affairs with effect from April 1,2014. Pursuant
to the coming into force of Section 149 of the Companies Act 2013 from
1st April 2014, The Company has reassessed the status of its Directors
with a view to determining their qualifying for classification as
independent Directors in terms of Section 149(6) of the Companies Act
2013. Accordingly, R.K. Pandey and Mr. C.S. Batra fulfil the criteria
laid out in section 149(6) of the Companies Act 2013 in this regard.
Section 149(10) of the Companies Act 2013 restricts the tenure of
independent Director to two terms of up to ten years with a single term
not exceeding five years, which shall be effective from April 1st 2014.
The revised clause 49 of the Listing Agreement also contain the same
provisions.
Mr. R.K. Pandey, and Mr. C.S. Batra, are liable to retire by rotation
at the ensuring Annual General Meeting and being eligible, offer
themselves for appointment as independent Directors pursuant to the
Provisions of the Companies Act 2013 to hold the office for a period
upto March 2019.
Additional Information and brief profile, as stipulated under the
equity listing agreement for each of the above directors seeking
re-appointment/appointment is annexed to the notice of the AGM.
Further, the business items relating to re-appointment/appointment of
above directors have been included in the Notice of the AGM.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms that:
1) The Director 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 for the state of affairs of
the Company as at March 31st 2014 and of the profit of the Company for
the year ended on that date;
2) That the Directors 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;
3) The annual accounts for the year ended March 31, 2014 have been
prepared on a ''going concern'' basis. and
4) Proper systems are in place to ensure compliance of all laws
applicable to the Company
STATUTORY AUDITOR
In term of office of M/s Rohtas & Hans, as statutory auditors of the
Company will expire with the conclusion of forthcoming annual general
meeting of the Company. M/s Rohtas & Hans, has been statutory auditors
since long of Company.
The Board of Directors of the Company have subject to approval of the
members decided to make change in the statutory auditors. This change
is in order to comply with the condition of as mentioned in CDR Package
as approved by CDR Cell. A special notice from Hanung Furnishing pvt
Ltd. has been received proposing a resolution in the forthcoming annual
general meeting for appointment of M/s AMRG & Associates, Auditor of
the Company in place of M/s Rohtas & Hans being the retiring auditor.
A resolution proposing appointment of M/s AMRG & Associates and Saxena,
as the statutory auditor of the company pursuant to section 139 of the
companies act 2013 forms part of the notice.
M/s Rohtas & Hans, over many year have successfully met the challenge
that the size and scale of the company''s operations pose for auditor
and have maintained highest level of governance, rigour and quality in
their audit. The Board of Directors on record its appreciation for the
services rendered by M/s Rohtas & Hans as statutory auditor of the
Company
AUDITORS QUALIFICATION SYSTEM ON ACCOUNTS
A. Observations in the Auditors'' Report are dealt within Notes to
Accounts at appropriate places and being self- explanatory, need no
further explanation.
B. The Auditors in their report to the members, have given qualified
opinion and response of your directors with respect to it is as follow:
i. Company has a subsidiary Hanung (Shanghai) Ltd. in China. Since the
purpose of opening a company in China is not fulfilled and has incurred
continuous loss since its inception, the board of director has decided
to windup the company so that further loss to be minimize. The process
of winding up of the company has been initiated and it will take some
time to complete the formalities. The effect of investment made in
Hanung (Shanghai) Ltd. has been accounted after the completing the
winding up process.
ii. Deferred tax assets of Rs. 10522 lacs are recognized on the
principle of going concern and based on the future projection of
taxable income as per TEV study done by Dun & Bradstreet Information
Services India Pvt. Ltd. Since it is only one quarter passed from the
date of closing of financial year, it''s too early to establish any
negative performance of the company. The Directors are confident of
the future business performance and growth of the company. The company
has filed its income tax return for the assessment year 2012-13 on 31st
January 2014. The company had also filed a petition with Hon''able
Income tax Settlement Commission on 19.02.2014 in respect of income for
the years ended March 31, 2011 to March 31, 2013, which was admitted
vide its order dated 29.04.2014. The Company had discharged due and
admitted liability of income tax based on favourable response from the
Hon''ble Settlement Commission and further liability expected is
dependent on outcome of disposal of the case by the Hon''ble Settlement
Commission.
C. The Auditors in their annexure to audit report, have point out some
opinion and response of your directors with respect to it is as follow:
i. Point no. 2 (c) of annexure to the audit report regarding slow
moving inventory of Rs. 27269.26 lacs due to cancellation of export
orders. The directors of the company are trying hard to realize the
said inventory and are in the opinion to fully realizable over a period
of 2-3 years.
ii. Point no. 9 of annexure to the audit report regarding Statutory
dues; the company in general has been regular in remitting the
statutory dues in time. The management has taken steps to avoid delays
and as a matter of internal control also, statutory dues are being
monitored for timely remittances. Since the company is facing
financial crisis, all the pending statutory dues will be paid during
the current financial year.
CODE OF CONDUCT COMPLIANCE
Pursuant to clause 49 of the Listing agreement entered with the Bombay
Stock Exchange Limited and the National Stock Exchange of India
Limited, the declaration signed by the Managing Director affirming
compliance with the code of Conduct by the Director''s and senior
management personnel, for the financial year 2013-2014 is annexed and
forms part of the Directors and Corporate Governance Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
By the terms of 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, the Particulars of conservation of energy,
technology absorption, foreign exchange earnings and outgo are set out
as an Annexure to this Report.
CAUTIONARY STATEMENT
Statements made in the Report, including those stated under the caption
"Management Discussion and Analysis" describing the Company''s plans,
projections and explanations may constitute "forwards looking
statement" within the meaning of applicable laws and regulations.
Actual results may differ materially from those either expressed or
implied.
REGISTRAR AND SHARE TRANSFER AGENT
M/s Karvy Computershare Private Limited, Hyderabad, is the Registrar
and Share Transfer Agent of the company. Details of the depository
system and listing shares are given in a part of the "Additional
Shareholders Information", which forms a part of the Corporate
Governance Report and is attached with the Annual Accounts.
COST AUDITOR
In terms of the provisions of The Companies Act, The Board of Directors
of your company have on the recommendation of the Audit Committee,
Appointed M/s Chandra Sharma & Co. Vaishali, Ghaziabad as Cost Auditor
to conduct the cost audit of your company for the financial year ending
31st March 2015 subject to the approval of the Central Government.
The Audit Committee has received a certificate from the Cost Auditor
certifying their independence and arm''s length relationship with the
company.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere thanks to
the Company''s clients, vendors, investors, and bankers for their
continued support to the Company during the year. The Directors wish to
place on record their appreciation of the contributions made by
employees at all levels.
We thank the Government of India, State Government and other Government
agencies for their support and look forward to their continued support
in future.
By order of the Board
For Hanung Toys and Textiles Limited
Place : Noida Ashok Kumar Bansal
Date :30th September, 2014 Chairman-cum-Managing
Director
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report of the
Company together with the standalone and consolidated audited
statements of Financial Accounts of the year ended March 31, 2013
FINANCIAL HIGHLIGHTS:
The following table gives the financial highlights of your company on a
standalone basis according to the Indian Generally Accepted accounting
Principles (GAAP).
FINANCIAL RESULT (STANDALONE)
(Rs.in Lacs)
Particulars 2012-13 2011-12
Net Sale & other Income 180557 1,41,436
Profit Before Interest,
Depreciation & Tax 31163 27,734
Financial Cost 16618 12,754
Depreciation 6556 2807
Net Profit Before Tax 7989 12,173
Provision for Tax
 Current 1685 631
 Deferred (84) 45
Tax for earlier years (216)
Net Profit after Tax 6604 11497
Appropriations
Proposed Dividends 532 504
Provision for Tax for Dividends 86 82
Surplus carried forwards to Balance Sheet 5986 10911
Transfer to General Reserve 3500 3,500
Net Surplus carried forwards to
Balance Sheet 2486 7411
FINANCIAL RESULTS (Consolidated)
The following table gives the financial highlights of your company on a
consolidated basis according to the Indian Generally Accepted
Accounting Principles (GAAP)
(Rs.in Lacs)
Particulars 2012-13 2011-12
Net Sale & other Income 181480 1,41,532
Profit Before Interest,
Depreciation & Tax 28826 27,073
Financial Overheads 16619 12,755
Depreciation 6558 2,820
Net Profit Before Tax 5649 11,498
Provision for Tax
 Current 1685 631
 Deferred (84) 45
Tax for earlier years (217)
Net Profit after tax
before Minority interest 4265 10,822
Minority interest in income/(loss) 4 2
Net Profit after Tax & Minority Interest 4269 10,824
Appropriations
Proposed Dividends 532 504
Provision for Tax for dividends 86 82
Surplus carried forwards to Balance Sheet 3651 10,238
Transfer to General Resen/e 3500 3,500
Net Surplus carried forwards to
Balance Sheet 151 6,738
RESULTS OF THE OPERATION
The Indian Toys and Textiles Industry witnessed challenging times as a
results of low growth led by issues such as high fiscal deficit, high
inflation and worsening current account balance. The slowdown in the
global growth aggravated the sluggishness in the economy. Apart from
the un-favorable demand supply scenario the industry has been also
reeling under the pressure of rising input costs. The prices of key raw
materials have soared.
The gross sales and other income for the financial year under review
were Rs. 180557 iacs as against Rs. 141436 lacs for the previous
financial year registering an increase of 27.65%. The Profit before Tax
(after interest and depreciation charges) of Rs.7989 as against Rs.
12173 lacs for the previous year registering a decrease by 34.37% and
Profit after Tax of Rs.6604 lacs against Rs. 11497 lacs for the
previous year registering a decrease by 42.56%.
The Profit after Tax decreased marginally due to increase in Finance
Cost of the Company during the year. The Company expects further to
improve its working in next year.
As regards the losses during the last two year, we did capex more than
Rs. 300 Crore before financial year 2012 all the interest cost were
charged to the capex. During last year all the interest as well as our
incremental depreciation has been charged to the profit and loss
account that was the main reason of huge losses of the company
incurred.
DIVIDENDS
The Board of Directors at their meeting held on 26th June 2013
recommended the dividend for the Financial Year 2012-13. But as the
Company is facing liquidity crunch and approached CDR for restructuring
existing debt. Meanwhile our Bankers have protested against payment of
the proposed dividend in view the application for restructuring of
existing debt with CDR. Therefore the Board of Director has decided to
withdraw its recommendation for payment of dividend for the financial
year 2012-2013 keeping in view the strong protest by the Banks against
payment of dividend.
CORPORATE DEBT RESTRUCTURING
The company has initiated discussions with its lenders to restructure
its debts through corporate debt restructuring (CDR) mechanism and
accordingly have filled a flash report with the CDR Cell Mumbai on 30th
July 2013. We hope that the restructuring of debts will improve in the
liquidity of the company, reduction in finance cost and strengthen the
core operations of the Company. It will also lead to value addition of
the stake holders in the long term.
BUSINESS
The Company''s main operations consist of Manufacturing Toys and Home
Furnishings.
SUBSIDIARIES
By a general circular (No. 2/2011 dated February 8, 2011), the Ministry
of Corporate Affairs, Government of India, under Section 212(8) of the
Companies Act,1956, has permitted companies not to attach copies of the
balance sheets and profit & loss Accounts, Directors'' Reports,
Auditors'' Reports, and other documents of all their subsidiaries, to
the Accounts of the Company. The company has acted accordingly.
However, Annual accounts of the subsidiary companies and the related
detailed information are available at any time to shareholder of the
parent company and subsidiary companies and to statutory authorities.
On request, these documents will be made available for inspection at
the company''s corporate office.
The Hanung (Shanghai) Limited and Cody Direct Corp, are subsidiary of
the companies within meaning of Section 4 of Companies Act 1956.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report, highlighting the
Performance and Prospects of the Company''s energy and environment
segments including details if subsidiaries catering to the respective
business, is attached.
CORPORATE GOVERNANCE
Report on Corporate Governance as required under Clause-49 of the
Listing Agreement with the Stock Exchanges, forms part of the Annual
Report. A Certificate from the Auditors of the Company M/s Rohtas &
Hans, Chartered Accountants, confirming compliance with the conditions
of Corporate Governance as stipulated under the aforesaid Clause- 49,
forms part to the Annual Report.
LISTING OF STOCK EXCHANGES
The company''s equity shares are listed on two stock exchanges- ¦
National Stock Exchange of India Ltd (NSE), and Bombay Stock Exchange
Ltd (BSE).
PUBLIC DEPOSITS
The Company had no unpaid / unclaimed deposit(s) as on March 31, 2013.
It has not accepted any fixed deposits during the year.
EMPLOYEE STRENGTH
The total numbers of permanents employees on the rolls of the company
was 2583 as on March 31, 2013 PARTICULARS UNDER SECTION 217 OF THE
COMPANIES ACT, 1956
A statement of the particulars under Section 217(2A) of the Companies
Act, 1956 (the Act), read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, is annexes and
forms part of this Report.
DIRECTORS
There are six Directors on the Board of Directors of the Company.
During the year Mr. Ashwani Kumar Singla has resigned from the Board on
12th June 2013. The Board appreciated the services provided by Mr.
Ashwani Kumar Singla during his tenure as a Director. Mr. Sita Ram Goel
has been appointed as a additional director on 12th June, 2013.
By the terms of Article of Association, Mr. R.K. Pandey, and Col. S.K.
Jain, is liable to retire by rotation at the ensuring Annual General
Meeting and being eligible, offer themselves for reappointment. Brief
resumes of the Directors proposed to be re-appointed, their expertise
in specific functional areas and names of the companies in which they
hold directorship / Membership / Chairmanship of the Board Committees,
as stipulated under clause 49 of the listing agreement with the Stock
Exchange have been provided in the report on Corporate Governance.
DIRECTORS'' RESPONSIBILTY STATEMENT
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, it is hereby confirmed:
- That the preparations of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
- That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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
profit or loss of the Company for the period under review.
- That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with company
and for preventing and detecting fraud and other irregularities;
- That the Directors have prepared the annual accounts for the year
ended March 31, 2013 on a ''going concern1 basis.
AUDITORS QUALIFICATION SYSTEM ON ACCOUNTS
Notice to the accounts, as referred in the auditors report, are self-
explanatory and consistently followed and therefore do not call to any
further comments and explanations.
CODE OF CONDUCT COMPLIANCE
Pursuant to clause 49 of the Listing agreement entered with the Bombay
Stock Exchange Limited and the National Stock Exchange of India
Limited, the declaration signed by the Managing Director affirming
compliance with the code of Conduct by the Director''s and senior
management personnel, for the financial year 2012-2013 is annexed and
forms part of the Directors and Corporate Governance Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
By the terms of 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, the Particulars of conservation of energy,
technology absorption, foreign exchange earnings and outgo are set out
as an Annexure to this Report.
CAUTIONARY STATEMENT
Statements made in the Report, including those stated under the caption
"Management Discussion and Analysis" describing the Company''s plans,
projections and explanations may constitute "forwards looking
statement" within the meaning of applicable laws and regulations.
Actual results may differ materially from those either expressed or
implied.
REGISTRAR AND SHARE TRANSFER AGENT
M/s Karvy Computershare Private Limited, Hyderabad, is the Registrar
and share Transfer Agent of the company. Details of the depository
system and listing shares are given in a part of the "Additional
Shareholders Information", which forms a part of the Corporate
Governance Report and is attached with the Annual Accounts.
COST AUDITOR
In terms of the provisions of section 233 B of the Act, The Board of
Directors of your company have on the recommendation of the Audit
Committee appointed M/s Chandra Sharma & Co. Vaishali, Ghaziabad as
Cost Auditor to conduct the cost audit of your company for the
financial year ending 31st March 2014 subject to the approval of the
Central Government.
The Audit Committee has received a certificate from the Cost Auditor
certifying their independence and arm''s length relationship with the
company.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere tharks tc
the Company''s clients, vendors, investors, and bankers for their
continued support to the Company during the year. The Directors wish to
place on record their appreciation of the contributions made by
employees at all levels.
We thank the Government of India, State Government and other Government
agencies for their support and look to their continued support in
future.
By order of the Board
For Hanung Toys and Textiles Limited
Place : Noida Ashok Kumar Bansal
Date : August 14, 2013 Chairman-cum-Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 22nd Annual Report of the
Company together with the standalone and consolidated audited
statements of Financial Accounts of the year ended March 31, 2012.
FINANCIAL HIGHLIGHTS:
The following table gives the financial highlights of your company on a
standalone basis according to the Indian Generally Accepted accounting
Principles (GAAP)
FINANCIAL RESULT (STANDALONE) (Rs.in Lacs)
Particulars 2011-12 2010-11
Net Sale & other Income 1,41,430 1,13,906
Profit Before Interest,
Depreciation & Tax 27,734 22,498
Financial Cost 12,754 7,345
Depreciation 2807 2,362
Net Profit Before Tax 12,173 12,791
Provision for Tax
à Current 631 591
à Deferred 45 194
Tax for earlier years à Ã
Net Profit after Tax 11497 12,006
Appropriations
Proposed Dividends 504 504
Provision for Tax for Dividends 82 83
Surplus carried forwards to
Balance Sheet 10911 11,419
Transfer to General Reserve 3500 3,500
Net Surplus carried forwards to
Balance Sheet 7411 7,919
FINANCIAL RESULTS (Consolidated)
The following table gives the financial highlights of your company on a
consolidated basis according to the Indian Generally Accepted
Accounting Principles (GAAP)
(Rs. in Lacs)
Particulars 2011-12 2010-11
Net Sale & other Income 1,41,526 1,13,987
Profit Before Interest,
Depreciation & Tax 27,073 22,452
Financial Cost 12,755 7,345
Depreciation 2,820 2,364
Net Profit Before Tax 11,498 12,743
Provision for Tax
à Current 631 591
à Deferred 45 194
Tax for earlier years Ã
Net Profit after tax before
Minority interest 10,822 11,958
Minority interest in income/(loss) 2 1
Net Profit after Tax & Minority Interest 10,824 11,957
Appropriations
Proposed Dividends 504 504
Provision for Tax for dividends 82 83
Surplus carried forwards to Balance Sheet 10,238 11,370
Transfer to General Reserve 3,500 3,500
Net Surplus carried forwards
to Balance Sheet 6,738 7,870
RESULTS OF THE OPERATION
The gross sales and other income for the financial year under review
were Rs. 141430 lacs as against Rs. 113906 lacs for the previous
financial year registering an increase of 24%. The Profit before Tax
(after interest and depreciation charges) of Rs. 12173 as against Rs.
12791 lacs for the previous year registering a decrease by 4.83% and
Profit after Tax of Rs. 11497 lacs against Rs. 12006 lacs for the
previous year registering a decrease by 4.24%. The Profit after Tax
decreased marginally due to increase in Finance Cost of the Company
during the year. The Company expects further to improve its working in
next year.
DIVIDENDS
The Directors have recommended a dividend of Rs. 2.00 per equity share
of face value Rs.10 each resulting in a dividend rate of 20% for the
financial year 2011-2012.
BUSINESS
The Company's main operations consist of Manufacturing Toys and Home
Furnishings.
SUBSIDIARIES
By a general circular (No. 2/2011 dated February 8, 2011), the Ministry
of Corporate Affairs, Government of India, under Section 212(8) of the
Companies Act, 1956, has permitted companies not to attach copies of
the balance sheets and profit & loss Accounts, Directors' Reports,
Auditors' Reports, and other documents of all their subsidiaries, to
the Accounts of the Company. The company has acted accordingly.
However, Annual accounts of the subsidiary companies and the related
detailed information are available at any time to shareholder of the
parent company and subsidiary companies and to statutory authorities.
On request, these documents will be made available for inspection at
the company's corporate office.
The Hanung (Shanghai) Limited and Cody Direct Corp, are subsidiary
companies within meaning of Section 4 of Companies Act 1956.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report, highlighting the
Performance and Prospects of the Company's energy and environment
segments including details, if subsidiaries catering to the respective
business, is attached.
CORPORATE GOVERNANCE
Report on Corporate Governance as required under Clause-49 of the
Listing Agreement with the Stock Exchanges, forms part of the Annual
Report.
A Certificate from the Auditors of the Company M/s Rohtas & Hans,
Chartered Accountants, confirming compliance with the conditions of
Corporate Governance as stipulated under the aforesaid Clause- 49,
forms part to the Annual Report.
LISTING OF STOCK EXCHANGES
The company's equity shares are listed on two stock exchanges- National
Stock Exchange of India Ltd (NSE), and Bombay Stock Exchange Ltd (BSE).
PUBLIC DEPOSITS
The Company had no unpaid / unclaimed deposit(s) as on March 31, 2012.
It has not accepted any fixed deposits during the year.
EMPLOYEE STRENGTH
The total numbers of permanents employees on the rolls of the company
was 2317 as on March 31, 2012.
PARTICULARS UNDER SECTION 217 OF THE COMPANIES ACT, 1956
A statement of the particulars under Section 217(1) of the Companies
Act, 1956 (the Act), read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, is annexes and
forms part of this Report.
DIRECTORS
There are six Directors on the Board of Directors of the Company. By
the terms of Article of Association, Mr. Chander Shekhar Batra, and Mr.
Ashwani Kumar Singla, is liable to retire by rotation at the ensuring
Annual General Meeting and being eligible, offer themselves for
reappointment.
Brief resumes of the Directors proposed to be re-appointed, their
expertise in specific functional areas and names of the companies in
which they hold directorship / Membership / Chairmanship of the Board
Committees, as stipulated under clause 49 of the listing agreement with
the Stock Exchange have been provided in the report on Corporate
Governance.
DIRECTORS' RESPONSIBILTY STATEMENT
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, it is hereby confirmed:
- That the preparations of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
- That the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 profit or
loss of the Company for the period under review.
- That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with company
and for preventing and detecting fraud and other irregularities;
- That the Directors have prepared the annual accounts for the year
ended March 31, 2012 on a 'going concern' basis.
AUDITORS QUALIFICATION SYSTEM ON ACCOUNTS
Notice to the accounts, as referred in the auditors report, are self-
explanatory and consistently followed and therefore do not call to any
further comments and explanations.
CODE OF CONDUCT COMPLIANCE
Pursuant to clause 49 of the Listing agreement entered with the Bombay
Stock Exchange Limited and the National Stock Exchange of India
Limited, the declaration signed by the Managing Director affirming
compliance with the code of Conduct by the Director's and senior
management personnel, for the financial year 2011-2012 is annexed and
forms part of the Directors and Corporate Governance Report.
CONSERVATION OF ENERGY ANDTECHNOLOGY ABSORPTION
By the terms of 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, the Particulars of conservation of energy,
technology absorption, foreign exchange earnings and outgo are set out
as an Annexure to this Report.
CAUTIONARY STATEMENT
Statements made in the Report, including those stated under the caption
"Management Discussion and Analysis" describing the Company's plans,
projections and explanations may constitute "forwards looking
statement" within the meaning of applicable laws and regulations.
Actual results may differ materially from those either expressed or
implied.
REGISTRAR AND SHARE TRANSFER AGENT
M/s Karvy Computershare Private Limited, Hyderabad, is the Registrar
and share Transfer Agent of the company. Details of the depository
system and listing shares are given in a part of the "Additional
Shareholders Information", which forms a part of the Corporate
Governance Report and is attached with the Annual Accounts.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere thanks to
the Company's clients, vendors, investors, and bankers for their
continued support to the Company during the year. The Directors wish to
place on record their appreciation of the contributions made by
employees at all levels.
We thank the Government of India, State Government and other Government
agencies for their support and look to their continued support in
future.
By order of the Board
For Hanung Toys and Textiles Limited
Place : Noida Ashok Kumar Bansal
Date : August 20, 2012 Chairman-cum-Managing Director
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the Twenty First Annual
report of the Company together with the standalone and concolidated
audited statments of Financial Account for the year ended March 31,
2011.
FINANCIAL HIGHLIGHTS:
The following table gives the financial highlights of your company on a
standalone basis according to the Indian Generally Accepted Accounting
Principles (GAAP)
FINANCIAL RESULT (STANDALONE) (Rs. in Lacs)
Particulars 2010-11 2009-10
Net Sales & Other Income 1,13,971 85,274
Profit before Interest, Depreciation & Tax 22,849 16,499
Financial Overheads 9,345 4,965
Depreciation 2,362 1,722
Net Profit before Tax & Prior Adjustment 13,142 9,812
Prior Period Adjustment 351 81
Net Profit before Tax 12,791 9,731
Provision for Tax
à Current 591 364
à Deferred 194 248
Tax for earlier years à 71
Net Profit after tax 12,006 9,048
Appropriations
Proposed Dividend 504 504
Provision for Tax for dividend 83 86
Surplus carried forward to Balance Sheet 11,419 8,458
Transfer to General Reserve 3,500 3,500
Net Surplus carried forward to
Balance Sheet 7,919 4,958
FINANCIAL RESULTS (Consolidated)
The following table gives the financial highlights of your company on a
Consolidated basis according to the Indian Generally Accepted
Accounting Principles (GAAP)
(Rs. in Lacs)
Particulars 2010-2011 2009-10
Net Sales & Other Income 1,14,052 85,274
Profit before Interest, Depreciation & Tax 22,803 16,430
Financial Overheads 7,345 4,965
Depreciation 2,364 1,722
Net Profit before Tax & Prior Adjustment 13,094 9,743
Prior Period Adjustment 351 81
Net Profit before Tax 12,743 9,662
Provision for Tax
à Current 591 364
à Deferred 194 249
Tax for earlier years à 71
Net Profit after tax before Minority Interest 11,958 8978
Minority Interest in Income 0.85 Ã
- Net Profit after Tax & Minority Interest 11,957 8978
Appropriations
Proposed Dividend 504 504
Provision for Tax for dividend 83 86
Surplus carried forward to Balance Sheet 11,370 8,388
Transfer to General Reserve 3,500 3,500
Net Surplus carried forward to Balance Sheet 7,870 4,888
RESULTS OF THE OPERATION
The gross sales and other income for the financial year under review
were Rs.113971 lacs as against Rs. 85274 lakhs for the previous
financial year registering an increase of 33.65%. The Profit before tax
(after interest and depreciation charges) of Rs.12791 lakhs as against
Rs. 9731 lakhs for the previous year increasing by 31% and Profit after
tax of Rs. 12006 lakhs as against Rs. 9048 lakhs for the previous year
increasing by 32% respectively.
DIVIDEND
Your Directors have recommended dividend of Rs. 2.00 for every equity
share of Rs.10 each resulting in a dividend rate of 20% for the
financial year 2010- 11.
BUSINESS
The Company's main operations consist of manufacturing Toys and Home
Furnishings.
SUBSIDIARY
The Hanung (Shanghai) Limited and Cody Direct Corp. are subsidiary of
the Companies within meaning of Section 4 of Companies Act 1956.
CORPORATE GOVERNANCE
Report on Corporate Governance as required under Clause-49 of the
Listing Agreement with the Stock Exchanges, forms part of the Annual
Report.
A Certificate from the Auditors of the Company M/s. Rohtas & Hans,
Chartered Accountants, confirming compliance with the conditions of
Corporate Governance as stipulated under the aforesaid Clause- 49,
forms part of the Annual Report.
TRANSFER TO GENERAL RESERVES
Out of the total profit of Rs. 12006 lacs for the financial year 2010-
2011, an amount of Rs. 3500 lacs is proposed to be transferred to the
General Reserve. The above transfer to general reserves is in
compliance to the Companies (Transfer of Profit to Reserves) Rules
1975.
ACQUISITION OF COMPANY
During the year 2010-11 the company has acquired a controlling stake in
M/s Cody Direct Corp., a company incorporated under the US laws. Cody
Direct Corp. is an 18 years Home Furnishing "Marketing and
Distribution" company based at New York, NY
The acquisition completely synergizes with Hanung's business and its
growth strategies. Hanung has long desired to enter the U.S. market in
an aggressive and cutting edge manner. We believe that the acquisition
of Cody Direct Corp., coupled with Hanung's strengths as a
manufacturer, would prove to be the right combination for strong growth
in this marketplace. It would enable the Company to service its North
American customers directly and improve its EBIDTA margins.
DIRECTORS
There are six directors on the Board of Directors of the Company. By
the terms of Articles of Association, Mr. Radha Krishan Pandey and Col.
Surinder Kumar Jain, are liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
reappointment.
Brief resumes of the Directors proposed to be re-appointed, their
expertise in specific functional areas and names of the companies in
which they hold directorship I membership I chairmanship of the Board
Committees, as stipulated under clause 49 of the listing Agreement with
the Stock Exchanges have been provided in the report on Corporate
Governance.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, it is hereby confirmed:
- That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
- That the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 profit or
loss of the Company for the period under review.
- That the Directors have 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 the Directors have prepared the annual accounts for the year
ended March 31, 2011 on a 'going concern' basis.
AUDITORS
The Auditors, M/s. Rohtas & Hans, Chartered Accountants, retire at the
ensuring Annual General Meeting and have confirmed their eligibility
and willingness to accept office, if reappointed.
PUBLIC DEPOSITS
During the year under review, your company has not accepted or renewed
any fixed Deposit from the public.
AUDITORS QUALIFICATION SYSTEM ON ACCOUNTS
Notice to the accounts, as referred in the auditors report, are self-
explanatory and consistently followed and therefore do not call for any
further comments and explanations.
CODE OF CONDUCT COMPLIANCE
Pursuant to Clause 49 of the Listing Agreement entered with the Bombay
Stock Exchange Limited and the National Stock Exchange of India
Limited, the declaration signed by the Managing Director affirming
compliance with the Code of Conduct by the Director's and senior
management personnel, for the financial year 2010-11 is annexed and
forms part of the Directors and Corporate Governance Report.
DISCLOSURE OF EMPLOYEES
As required under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended, the
names and other details have been furnished in an Annexure to this
Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
By the terms of 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, the particulars of conservation of energy,
technology absorption, foreign exchange earnings and outgo are set out
as an Annexure to this Report.
CAUTIONARY STATEMENT
Statements made in the Report, including those stated under the caption
"Management Discussion and Analysis" describing the Company's plans,
projections and expectations may constitute "forward looking statement"
within the meaning of applicable laws and regulations. Actual results
may differ materially from those either expressed or implied.
REGISTRAR AND SHARE TRANSFER AGENT
M/s Karvy Computershare Private Limited, Hyderabad, are the Registrar
and Share Transfer Agent of the Company. Details of the depository
system and listing of shares are given in the section "Additional
Shareholders Information", which forms a part of the Corporate
Governance Report and is attached with the Annual Accounts.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere thanks to
the Company's clients, vendors, investors and bankers for their
continued support to the Company during the year. The Directors wish to
place on record their appreciation of the contributions made by
employees at all levels.
We thank the government of India, state governments and other
government agencies for their support and look forward to their
continued support in future.
By order of the Board
For Hanung Toys and Textiles Limited
Place : Noida Ashok Kumar Bansal
Date : August 24, 2011 Chairman-cum-Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the twentieth Annual Report
of your Company together with the standalone and consolidated Audited
Statements of Financial Accounts for the year ended March 31, 2010.
FINANCIAL RESULT (STANDALONE) (Rs. in Lacs)
Particulars 2009-10 2008-09
Net Sales & Other Income 85,274 65,307
Profit before Interest,
Depreciation & Tax 16,499 11,815
Financial Overheads 4,965 3,290
Depreciation 1,722 1,131
Net Profit before Tax & Prior Adjustment 9,812 7,394
Prior Period Adjustment 81 18
Net Profit before Tax 9,731 7,376
Provision for Tax
à Current 364 627
à Deferred 248 290
à Fringe Benefit 0 14
Tax for earlier years 71 0
Net Profit after tax 9,048 6,445
Appropriations
Proposed Dividend 504 378
Provision for Tax for dividend 86 64
Surplus carried forward to Balance Sheet 8,458 6,003
Transfer to General Reserve 3,500 3,500
Net Surplus carried forward to
Balance Sheet 4,958 2,503
FINANCIAL RESULT (CONSOLIDATED) (Rs. in Lacs)
Particulars 2009-10 2008-09
Net Sales & Other Income 85,274 65,307
Profit before Interest,
Depreciation & Tax 16,430 11,815
Financial Overheads 4,965 3,290
Depreciation 1,722 1,131
Net Profit before Tax & Prior Adjustment 9,743 7,394
Prior Period Adjustment 81 18
Net Profit before Tax 9,662 7,376
Provision for Tax
à Current 364 627
à Deferred 249 290
à Fringe Benefit 0 14
Tax for earlier years 71 0
Net Profit after tax 8,978 6,445
Appropriations
Proposed Dividend 504 378
Provision for Tax for dividend 86 64
Surplus carried forward to Balance Sheet 8,388 6,003
Transfer to General Reserve 3,500 3,500
Net Surplus carried forward to
Balance Sheet 4,888 2,503
RESULTS OF THE OPERATION
The gross sales and other income for the financial year under review
were Rs.85274 lakhs as against Rs.65307 lakhs for the previous
financial year registering an increase of 31%. The Profit before tax
(after interest and depreciation charges) of Rs.9731 lakhs as against
Rs.7376 lakhs for the previous year increasing by 32% and Profit after
tax of Rs.9048 lakhs as against Rs.6445 lakhs for the previous year
increasing by 40% respectively.
DIVIDEND
Your Directors have recommended dividend of Rs.2.00 for every equity
share of Rs.10 each resulting in a dividend rate of 20% for the
financial year 2009-10.
PREFERENTIAL ALLOTMENT OF SHARE WARRANTS
The Company has allotted 12,50,000 warrants convertible into equivalent
number of equity shares of Rs.10/- each at a premium of Rs.235.73 on
June 08, 2010 to Promoter and Promoter Group.
BUSINESS
The CompanyÃs main operations consist of manufacturing Toys and Home
Furnishings.
SUBSIDIARY
The Hanung (Shanghai) Ltd. is subsidiary of the Company within meaning
of Section 4 of Companies Act 1956. It was incorporated on 29th Septem-
ber, 2009 in the Republic of China.
CORPORATE GOVERNANCE
Report on Corporate Governance as required under Clause-49, of the
List- ing Agreement with the Stock Exchanges, forms part of the Annual
Report.
A Certificate from the Auditors of the Company M/s. Rohtas & Hans,
Char- tered Accountants, confirming compliance with the conditions of
Corporate Governance as stipulated under the aforesaid Clause-49, and
Management Discussion and Analysis forms part of the Annual Report.
DIRECTORS
There are six directors on the Board of Directors of the Company.
During the year under review, Mr. Gulshan Rai Jain resigned from the
Board of Directors effective from March 24, 2010. The Directors place
on record their sincere appreciation to Mr. Gulshan Rai Jain for the
valuable services and contribution rendered to the Company during his
tenure as director of the Company. Col. Surinder Kumar Jain has been
appointed as an Addi- tional Director of the Company w.e.f. March 24,
2010.
By the terms of Articles of Association, Mr. Ashwani Kumar Singla and
Mr. Chander Shekher Batra, are liable to retire by rotation at the
ensuing An- nual General Meeting and being eligible, offer themselves
for reappoint- ment.
Brief resumes of the Directors proposed to be re-appointed, their
expertise in specific functional areas and names of the companies in
which they hold directorship / membership / chairmanship of the Board
Committees, as stipu- lated under clause 49 of the listing Agreement
with the Stock Exchanges have been provided in the report on Corporate
Governance.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, it is hereby confirmed:
- That in the preparation of the annual accounts, the applicable
account- ing standards have been followed along with proper explanation
relat- ing to material departures.
- That the Directors have selected such accounting policies and ap-
plied them consistently and made judgments and estimates that were
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
profit or loss of the Company for the period under review.
- That the Directors have taken proper and sufficient care for the
main- tenance of adequate accounting records in accordance with the
provi- sions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
- That the Directors have prepared the annual accounts for the year
ended March 31, 2010 on a Ãgoing concernà basis.
FIXED DEPOSITS
During the year under review, your company has not accepted or renewed
any fixed Deposit from the public.
AUDITORS
The Auditors, M/s. Rohtas & Hans, Chartered Accountants, retire at the
conclusion of ensuing Annual General Meeting and have confirmed their
eligibility and willingness to accept office, if reappointed.
CODE OF CONDUCT COMPLIANCE
Pursuant to Clause-49 of the Listing Agreement entered with the Bombay
Stock Exchange Limited and the National Stock Exchange of India
Limited, the declaration signed by the Managing Director affirming
compliance with the Code of Conduct by the DirectorÃs and senior
management personnel, for the financial year 2009-10 is annexed and
forms part of the Directors and Corporate Governance Report.
DISCLOSURE OF EMPLOYEES
As required under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended, the
names and other details have been furnished in an Annexure to this Re-
port.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
By the terms of Section 217 (1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Direc- tors) Rules, 1988, the particulars of conservation of energy,
technology absorption, foreign exchange earnings and outgo are set out
as an Annex- ure to this Report.
CAUTIONARY STATEMENT
Statements made in the Report, including those stated under the caption
ÃManagement Discussion and Analysisà describing the CompanyÃs plans,
projections and expectations may constitute Ãforward looking statementÃ
within the meaning of applicable laws and regulations. Actual results
may differ materially from those either expressed or implied.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere thanks to
the CompanyÃs clients, vendors, investors and bankers for their
continued sup- port to the Company during the year. The Directors wish
to place on record their appreciation of the contributions made by
employees at all levels.
We thank the government of India, state governments and other govern-
ment agencies for their support and look forward to their continued
support in future.
By order of the Board
For Hanung Toys and Textiles Limited
Ashok Kumar Bansal
Chairman-cum-Managing Director
Place : Noida
Date : July 01, 2010