Dear Members,
Your Directors are pleased to present the 119th Annual Report together with
the Audited Financial Statements for the year ended March 31, 2023.
FINANCIAL RESULTS
The Company's financial performance, for the year ended March 31, 2023 is summarized
below: (Rs. in lakhs)
|
Current Year |
Previous Year |
|
Ended |
Ended |
|
31.03.2023 |
31.03.2022 |
Gross Profit/(Loss) before |
(246.21) |
483.81 |
Interest, Depreciation, and Tax |
|
|
Less: Interest Cost |
43.14 |
14.97 |
Gross Profit/(Loss) afterinterest |
(289.35) |
468.84 |
but before Depreciation and tax |
|
|
Less: Depreciation |
391.14 |
535.30 |
Profit/(Loss) beforeTax |
(680.49) |
(66.46) |
Less: Tax adjustment of earlier |
0.00 |
(259.85) |
years |
|
|
Profit/Loss after Tax |
(680.49) |
(326.31) |
Other comprehensive income/ |
4.96 |
10.20 |
(Loss) |
|
|
Total comprehensive income/ |
(675.53) |
(316.11) |
(Loss) |
========= |
========= |
REVIEW OF OPERATIONS
The revenue from operations of the Company for the financial year 2022-23 was Rs.
9908.60 Lacs as against Rs. 10,374.43 Lacs of the previous year.
Textile companies are facing the situation of under utilization and poor margin
realization. Rising inflation and interest rate in the economy has led to reduction in
consumer spending. Continuous drop in demand of fabrics led to lower utilization of
spinning mills. This has double effect on profitability price corrections on sale of
fabrics and yarn were necessitated due to competition in the market. One of the major raw
materials of the Company is cotton waste generated from spinning mills. Lower utilization
of spinning mills has reduced the supply of cotton waste which led to increase in price of
raw materials. Labour issue has also affected utilization of installed capacity. The
ongoing legal matter and disciplinary actions relating to labour are moving at a slow and
steady pace. However, this remains one of the biggest challenges for the Company in the
short term.
Continuous war of Russia and Ukraine has reduced international trade; Export markets
continued to be at an all time low in terms of demand and asking prices and were
unsustainable thereby hitting hard in terms of low utilisation.
Trading sales have been steady with renewed focus on developing new customers. The
share of value added products has been maintained in the range of 15-20%. The scope of
performance will increase more once we see better demand and resolve the Labour issues.
The Company had followed with the Ministry for subsidy of electricity which was stopped
since December 2021 and it succeeded in getting credit of Rs.75 Lacs of the subsidy during
the year under review and will be adjusted in the electricity bills which shall be due
with effect from February 2023. Engineering division has established ECK Haubold &
Laxmi (EHL) brand in Calendar Machine in textile and paper industries including technical
textiles. EHL brand made strong foot print in Gujarat, Maharashtra and Tamilnadu market in
Premium Calendar Machine sector. It has strengthened its design and service team. The
Company participated in India Textiles Machinery Exhibition from December 08, 2022 to
December 13, 2022 with live demonstration of Calendar Machine with Cotton Rolls, Polyamide
rolls, CHL rolls, Wool paper rolls manufactured by us. The Company has received good
response during the said exhibitions and order position is strengthened.
DIVIDEND
In view of losses incurred during the year under review, the
Directors have not recommended dividend for the year ended
March 31, 2023.
FIXED DEPOSITS of the Company. The 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, 2023.
DIRECTORS
Mr. Khushaal C. Thackersey, Director of the Company retires by rotation at 119th Annual
General Meeting and being eligible offered himself for re-appointment as a Director of the
Company. His brief profile as required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 is part of the Notice convening the Annual General Meeting.
Mr. Chandrahas K. Thackersey has passed away on 06-01-2023.
Board of directors had noted his involvement in the Company for more than fifty years.
Mr. Ashok Desai, the Independent Director's term was up to August 07, 2022. He did not
opt for reappointment. The Board appreciated his contributions during the tenure of his
director.
COMMITTEES OF THE BOARD
Details of all the Committees, their composition and meetings held during the year are
provided in the Corporate Governance
Report, a part of this Annual Report.
INDUSTRIAL RELATIONS
The Company has taken disciplinary action against workers for absenteeism during Covid
period from May 08, 2020 till January 18, 2021. Workers have resorted to the Court against
the said action.
TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
Your Company has, during the year under review, transferred unpaid dividend of
Rs.1,30,880/- pertaining to the financial year
2014-15 which was unclaimed for more than seven years to Investor Education and
Protection Fund in compliance with the provisions of Section 125 of the Companies Act,
2013. The Company transferred 1105 equity shares pertaining to unpaid dividend of 2014-15
which was unpaid for more than seven years to IEPF on 24-04-2023.
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. Form AOC-2 giving
details of transactions with related parties referred to in sub-section (1) of section 188
is herewith enclosed, marked as Annexure I. The policy on Related Parties
Transactions as approved by the Board is uploaded on the Company's website.
COMPLIANCE UNDER THE COMPANIES ACT
1) Annual return
Annual return referred to in sub-section (3) of section 92 has been placed on website
of the Company, website address https://www.hindoostan.com/downloads/#Annual-Return
2) No. of Board meetings
Five Board Meetings were held during the year.
3) Directors' Responsibility Statement
Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act 2013,
the Directors confirms to the best of their knowledge and belief: office (a) that in the
preparation of the annual accounts, the applicable accounting standards had been followed
and there are no material departures;
(b) that 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 profit and loss of the Company for that period;
(c) that the directors had taken proper and 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;
(d) that the directors have prepared the annual accounts on a going concern basis; (e)
that the directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively; and
(f) the directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
4) Declaration from Independent 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 SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
5) Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy on directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, of a director, appointment of Directors,
Key Managerial Personnel, Senior Management and to fix/review their remuneration. Policy
is on the Company's website www. hindoostan.com.
6) Particulars of Loans, Guarantees or Investments
The Company has not given any loan and guarantee nor made any investments under Section
186 of the Companies
Act, 2013.
7) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, 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 Committee, Stakeholder Relationship
Committee and Nomination & Remuneration Committee.
8) Information under section 197 i. 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: There was no employee drawing remuneration of Rs.
one Crore and two Lacs during the year or Rs.8,50,000/- per month for a part of 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. ii. The ratio of the remuneration of
the Executive Directors to the median remuneration of the employees of the
Company for the financial
Mr. Khushaal Thackersey |
18.5 |
Mr. Abhimanyu Thackersey |
18.5 |
iii. 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 |
% increase in |
Officer, Company Secretary |
remuneration in |
or Manager |
the financial year |
Mr. Khushaal C. Thackersey, |
0.00 |
Executive Director |
|
Mr. Abhimanyu J. Thackersey, |
0.00 |
Executive director |
|
Ms. Shraddha Shettigar, CFO |
5.30 |
Mr. Kaushik N. Kapasi, CS |
4.60 |
iv. The percentage increase in the median remuneration of employees in the financial
year: 4.4% v. The number of permanent employees on rolls of the Company:
- 274 employees as on March 31, 2023 vi. 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.
Average Salary Increase for KMP's |
1.50% |
Average Salary Increase for non-KMP's |
4.74% |
vii. Affirmation that the remuneration is as per the Remuneration policy of the
Company.
The remuneration paid to employees of the Company is as per the remuneration policy of
the Company. viii. The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in a separate Annexure forming part of this Report and
the accounts are being sent to the .
Members excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said
Annexure is open for inspection at the Registered Office of the Company. Any shareholder
interested in obtaining a copy of the same may write to the Company Secretary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of energy i. Steps taken by the Company for utilizing alternate
sources of energy: -
- Nil ii. The Capital investment on energy conservation equipment.
- Nil
B. T echnology absorption
i) the efforts made towards technology absorption
- Nil
ii) the benefits derived like product improvement, cost reduction, product development
or import substitution;
- Nil
C. For eign Exchange Earnings & Outgo:
Particulars |
31.03.2023 |
31.03.2022 |
Foreign exchange earned (Rs. Lacs) |
839.10 |
1578.41 |
Foreign exchange used (Rs. Lacs) |
484.31 |
199.72 |
RISK MANAGEMENT POLICY
The Company has evolved risk management policy identifying primary risk and secondary
risk. Primary risk includes manpower development, product efficiency, fluctuation in price
of raw materials and competition. Although the profitability of the Company may be
affected on account of these risk factors, Board has not identified any risk which
threatens the existence of the Company. Financial risk management is mentioned in Note no.
33 (VII) of Notes to Accounts, please refer page no. 96 to 100 of the Annual Report.
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 Disclosure
Requirements) Regulations 2015 is an integral part of this Report. The requisite
certificate from M/s. K.
C. Nevatia & Associates, Practicing Company Secretaries confirming compliance with
the conditions of corporate governance is attached to the Report on Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In terms of the provisions of Section 135 of the Act read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has
reconstituted a Corporate Social Responsibility (CSR) Committee consisting of Mr Khushaal
C. Thackersey, Mr. Sujal A. Shah and Mr. . Bhavesh V Panjuani. The Committee has
formulated and . recommended to the Board a CSR Policy indicating the activities to be
undertaken by the Company, which has been approved by the Board and the same is available
on your Company's website, www.hindoostan.com.
In view of the loss during the immediately preceding financial year i.e. 2021-22, the
Company was not required to spend any amount on CSR activities during the FY 2022-23.
Since there was no CSR activity, annual report on CSR activities is not enclosed.
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 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. Based on the framework of internal financial controls and
compliance systems established and maintained by the Company, work perform by the
internal, statutory and secretarial auditors, including audit of internal financial
controls over financial reporting by the statutory auditors, and the reviews performed by
the Audit Committee, the Board is of the opinion that the Company's internal financial
controls were adequate and effective during financial year 2022-23.
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 available on your Company's website https://www.
hindoostan.com/downloads/#Policies-download .
AUDITORS Statutory Auditors
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
The Board has re-appointed Mr. Pranav J. Taralekar, Cost Auditor to conduct cost audit
of the cost records of the Company for FY 2023-24 on the remuneration of Rs.1,05,000/-.
The Board has recommended to the Members to ratify the said remuneration.
Secretarial Audit
The Board 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-II. The observations and comments appearing in the
Secretarial Auditors' Report are self-explanatory and do not call for any further
explanation / clarification by the Board.
SEXUAL HARASSMENT
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, there were no cases
filed pursuant to Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the 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,
Abhimanyu J. Thackersey |
Khushaal C. Thackersey |
Executive Director |
Executive Director |
DIN: 00349682 |
DIN: 02416251 |
Place: Mumbai Date: 16-05-2023
Annexure-I Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm's length basis - Nil
2. Details of material contracts or arrangement or transactions at arm's length basis
a Name(s) of the related party and nature of relationship |
Bhor Chemical and Plastics Private Limited (Bhor) Relationship Mr.
Abhimanyu Thackersey, Executive director is a director/ shareholder of Bhor |
Bhor Chemical and Plastics Private Limited (Bhor) Relationship Mr. Abhimanyu
Thackersey, Executive director is a director/shareholder of Bhor |
Bhor Chemical and Plastics Private Limited (Bhor) Relationship Mr.
Abhimanyu Thackersey, Executive director is a director/shareholder of Bhor |
Bhor Chemical and Plastics Private Limited (Bhor) Relationship Mr. Abhimanyu
Thackersey, Executive director is a director/shareholder of Bhor |
Bhor Chemical and Plastics Private Limited (Bhor) Relationship Mr.
Abhimanyu Thackersey, Executive director is a director/shareholder of Bhor |
b Nature of contracts/ arrangements / transactions- |
Sale, purchase or supply of any goods or materials, properties,
rendering any service, for Bhor, to get any service from Bhor and to get job work done by
Bhor, |
To undertake Job work for weaving, warping, pultrusion etc. |
To sale machineries in tranches, the book value of which is of Rs.42.38
Lacs as on September 30, 2022 |
To sale Carbon fabrics and other products of the Company to Bhor and To purchase the
required yarn and packing materials from Bhor in ordinary course of business and on an
Arm's Length basis; |
To offer sale of Machineries and other assets in tranches , the book
value of which are of Rs. 113.58Lacs as on January 20, 2023 |
c Duration of the contracts / arrangements / transactions- |
One year from 1-04- 2022 to 31-03-2023 |
One year from 1-04- 2022 to 31-03-2023 |
Not applicable since transaction is not of continuous nature |
One year from 01.04.2022 to 31.03.2023 |
Not applicable since transaction is not of continuous nature |
d Salient terms of the contracts or arrangements or transactions including the
value, if any: |
Omnibus approval for Rs. One Crore during the financial year 2022- 23
plus reimbursement of expenses that may be incurred by Bhor on behalf of HML on an Arm's
Length basis |
Approval up to Rs. Two crores plus reimbursement of expenses that may be incurred by
Bhor on behalf of HML on an Arm's Length basis |
At consideration totaling Rs. 47 Lacs, the fair value of which as per
the valuer is of Rs.46 Lacs |
For sale of carbon fabrics up to Rs.500 Lacs; for purchase of yarn and packing
materials upto Rs. 25 Lacs |
At consideration not less than present value of machineries and other
assets aggregating to Rs. 117.68 Lacs |
e Date(s) of approval by the Board, if any: |
08-02-2022 |
08-02-2022 |
12-11-2022 |
02-01-2023 |
09-02-2023 |
f Amount paid as advances, if any: |
nil |
nil |
nil |
nil |
nil |
|