You are here » Home » Companies » Company Overview » H P Cotton Textile Mills Ltd

H P Cotton Textile Mills Ltd.

BSE: 502873 Sector: Industrials
NSE: N.A. ISIN Code: INE950C01014
BSE LIVE 19:10 | 19 Oct 38.00 -1.80
(-4.52%)
OPEN

38.00

HIGH

38.00

LOW

38.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 38.00
PREVIOUS CLOSE 39.80
VOLUME 81
52-Week high 51.20
52-Week low 32.10
P/E
Mkt Cap.(Rs cr) 14
Buy Price 38.00
Buy Qty 219.00
Sell Price 39.50
Sell Qty 60.00
OPEN 38.00
CLOSE 39.80
VOLUME 81
52-Week high 51.20
52-Week low 32.10
P/E
Mkt Cap.(Rs cr) 14
Buy Price 38.00
Buy Qty 219.00
Sell Price 39.50
Sell Qty 60.00

H P Cotton Textile Mills Ltd. (HPCOTTONTEX) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting to you the Thirty Fifth Annual Report onthe activities Business and Operations of your Company together with the AuditedFinancial Statements for the financial year ended 31st March 2016.

1. RESULTS OF OPERATION OF COMPANY

The financial results of the Company for the year under review are compared below withthe previous year's results for your consideration.

(Rs. In Lacs)

Particulars year ended 31.03.16 year ended 31.03.15
Sales and other Income 8903 9212
Profit before financial charges and depreciation 556 636
Financial charges (139) (189)
Profit before depreciation 417 447
Depreciation (120) (126)
Profit before tax 297 321
Prior year adjustment -- -
Profit before Tax 297 321
Less: Provision for Tax
- Current Tax 120 140
- Deferred Tax (25) (16)
Profit after Tax 202 197
Basic and Diluted Earnings Per Share (') 5.3 5.16
Dividend Recommended '/Share 1 1'
Dividend Recommended (%) 10 10

OPERATIONAL PERFORMANCE:

The total sale of the Company for the Financial year 2015-16 was ' 8851 lacs ascompared to the ' 9180 lacs in the preceding financial year. The exports of the Companydecreased from ' 6915 lacs to ' 6509 lacs showing a decrease of 5.87% over the precedingfinancial year. During the year under review Company has earned profit before financialcharges and depreciation of ' 556 lacs as against ' 636 lacs in the preceding financialyear and profit after tax of ' 202 lacs as against ' 197 lacs in the preceding financialyear.

APPROPRIATIONS

Reserves

Out of the profits of the Company a sum of ' 50 lacs has been transferred to theGeneral Reserves during the year and total reserves and surplus of the Company are ' 1499lacs (Including Share Premium) as on 31st March 2016.

Dividend

Your Directors are pleased to recommend for your consideration and approval dividend @10% for the financial year 2015-16 i.e. ' 1/- per equity share of ' 10/- each. Thedividend if approved at ensuing Annual General Meeting will absorb ' 45.85 lacs includingcorporate dividend tax amounting to ' 7.75 lacs. The dividend in respect of equity shares;if declared at the meeting will be paid to those Members whose name will appear on theCompany's Register of Members on 15th September 2016; in respect of the sharesheld in dematerialized form the dividend will be paid to Members whose names arefurnished by National Security Depository Limited and Central Depository Services (India)Limited as beneficial owners as on 15th September 2016.

2. MEETINGS OF THE BOARD

Six Meetings of the Board of Directors were held during the financial year. Therespective dates of the Board Meetings during the financial Year are as follows:

Number of Board Meeting for the Financial year 2015-16 Date of Board Meeting
First Board Meeting 29 th May 2015
Second Board Meeting 13th August 2015
Third Board Meeting 24 th September 2015
Fourth Board Meeting 7th November 2015
Fifth Board Meeting 25 th December 2015
Sixth Board Meeting 12th February 2016

3. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises Non- executive Independent Directors namely Mr. ParshotamDas Agarwal (Chairman) (DIN No. 00063017) Mr. Bibhuti Charan Talukdar (DIN No. 00024015)Mr. Anil Agarwalla (DIN No. 00046615) Mr. Mohan Lal Jain (DIN No. 00063240) and CA RituBansal (DIN No. 03619069) as other Members. There has been no instance where Board has notaccepted the recommendations of Audit Committee.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) Industry Structure & Competitive Position:

The Textile industry plays a vital role in the economy of the Country by contributingto GDP generating Employment and earning Foreign Exchange. During the year under reviewour Company was able to reflect an improved performance through dedicated efforts aimed atimproving operational efficiency quality enhancement focus on optimal product mix andeffective cost saving practices.

We experience intense competition in traditional Textile Industries and see a rapidlychanging Marketplace with new competitors arising with new technologies and innovation. Wetypically compete with other industries in response to request for proposals. Clientsoften cite our Industry expertise comprehensive end to end solutions ability to scaleGlobal Delivery Model superior quality and process execution Experienced Managementteam Talented Professionals and track records as reason for awarding us contracts/orders.

b) Outlook Risks and Concerns:

This section lists forward looking statements that involve risks and uncertainties. Ouractual result could differ materially from those anticipated in these statements as aresult of certain factors. Our outlook risks and concerns are as follows;

• The economic environment pricing pressures and decreased employee utilizationrates could negatively impact our revenues and operating results.

• Our revenues are highly dependent on clients primarily located in ForeignCountries as well as on clients concentrated in certain industries. An economic slowdownor other factors that affect the economic health of these foreign countries may affect ourbusiness too.

• Currency fluctuations and declining interest rates may affect the result of ouroperation.

• Wage pressure in India and the hiring of employee in other countries may preventus from sustaining some of our competitive advantage and may reduce our profit margins.

• Intense competition in market could affect our pricing which may leads toreduce our revenue.

• In the event that Govt. of India or the Govt. of foreign countries (Clients) maychanges its Tax policy in a manner that is adverse to us our tax expenses may materiallyincrease reducing our profitability.

• Our international expansion plans subject us to risks inherent in doing businessinternationally.

• Goodwill that we carry on our Balance Sheet could give rise to significantimpairment charges in future.

• Our business will suffer if we fail to anticipate and develop new products andenhance existing product in order to keep pace with rapid changes in technology and in theIndustries in which we exists.

c) Opportunities and Threats:

We believe our strength give us the competitive advantage to position ourselves as theglobal Textile Industry. We have long standing relationship with our clients and our trackrecords in delivering high quality product across the entire Textile industry help ussolidify these relationship and gain increased business from existing clients.

The Union Cabinet under the Chairmanship of Hon•ble Prime Minister Shri NarendraModi has given approval for a special package for employment generation and promotion ofexports in Textile and Apparel sector. The package includes a slew of measures which arelabour friendly and would promote employment generation economies of scale and boostexports. The steps will lead to a cumulative increase of US$ 30 bn. in exports andinvestment of ' 74000 crores over next 3 years. The majority of new jobs are likely to goto women since the garment industry employs nearly 70% women workforce. Thus the packagewould help in social transformation through women empowerment. The new textile policyannounced by the government is expected to give a major fillip to the debt-ridden textileindustry which has been reeling under rising cost and falling exports.

The textile segment is divided into nine broad categories at present for the purpose oftaxation. Examples are cotton woollen and silk textiles etc. The current structure ofinput scan be broadly classified as textile inputs and non-textile goods and serviceinputs. In most of the categories the former varies from 40-50% and the latter is thebalance. The tax compliance is likely to improve for the inputs and also result in taxcredit to the textile Company under the GST. Thus the textile industry has high hopesfrom the GST. A number of issues are likely to get addressed automatically with the rollout of GST.

d) Material development in Human Resources/Industrial relation including No. of peopleemployed:

Our culture and reputation as Leader in Textile industries enable us to attract andretain some of the best talent in India. Our Professionals/Employees/Workers are our mostimportant assets. We are committed to remaining among the industries leading's Employers.

As at 31st March 2016 our Company employed 1110 employees. In the Financial year2015-16 we added 330 new hires. Our culture and reputation in the Textile Industry enableus to recruit and retain some of the best available talent in India. The key elements thatdefine our culture include recruitment training and development and compensation.Company takes adequate steps for maintaining safety and healthy environment for theworkers. During the year under review Industrial relations continued to be cordial andsatisfactory. Company has enjoyed cordial relationship with workers and employees at alllevels.

e) Segment wise or Product wise Performance

The Company operate in one segment i.e. manufacturing of Thread.

The Company has produced two types of threads i.e. sewing threads and Hosiery Yarn. Ascompared to previous year the production of Hosiery Yarn has been increased and that ofsewing Threads has been decreased. Total production during the year 2015-16 is 103 % oflast year's production.

Detail of product wise performance in the year 2015-16 is as follows:

Type

2015-16

Sales Realisations ()
Production (Kg) (%)
Hosiery yarn 515050 Kg 28.57% 79918650
Sewing Thread 1297966 Kg 71.43% 780336229
Total 1813016 Kg 100.00 860254879

f) Internal Control System and their adequacy

The Company has adequate Internal Control systems in all areas of operationscommensurate with the size of the operation. Your Company has an adequate and effectiveinternal control system to ensure that assets and interests of the Company are safeguardedand reliability of accounting data and accuracy are ensured with proper checks andbalances. The scope and authority of internal audit function is defined in the internalaudit manual.

The Internal Control system is improved and modified continuously to meet the changesin business Conditions statutory and accounting requirements. The Audit Committee of theBoard of Directors Statutory Auditors and the business heads are periodically appraisedof the internal audit findings and the corrective actions taken. The Audit Committee ofthe Board of Directors actively reviews the adequacy and effectiveness of internalcontrols systems and suggests improvements for strengthening them.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the projectionsestimates expectations may be "forward looking statements" within the meaningof applicable securities laws and regulations. Actual results could differ materially fromthose expressed or implied. Important factors that could make a difference to theCompany's operations includes among others economic conditions affecting demand/ supplyand price conditions in the domestic and overseas markets in which the Company operateschanges in the Government regulations tax laws and other statutes and incidental factors.

5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149(7)

All the Independent Directors has given the declaration u/s 149 (7) of Companies Act2013 about the requirement of their Independency and the Board has taken note of the sameat Board Meeting duly held on 29th May 2015 and after ascertaining the declaration Boardsatisfied that all the Independent Directors has complied with all the requirements withregards to their Independency as are defined under Section 149(6) of the Companies Act2013.

6. company's policy UNDER SECTION 178(3)

Pursuant to sec 178(3) Nomination and Remuneration Committee of the Company hasformulated a policy on Directors appointment and Remuneration including criteria fordetermining Qualifications Positive attributes and all other matters as provided undersection 178 and all appointment/re-appointments of Directors/KMPs during the financialyear has been done according to this policy.

7. PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provision ofsection 186 of Companies Act 2013. The Company has not made any investment during theFinancial year 2015-16.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND RELATED PARTYDISCLOSURE

As per the requirement of schedule V of SEBI (LODR) Regulations 2015 on disclosure incompliance with the accounting standard "Related Party Disclosure" is disclosedin Note no. 29 of "Notes to Financial Statements for the year ended 31st March2016."

Form AOC-2 has been attached with this Board Report as Annexure B that definesthe Related Party transactions by the Company during the financial year ended 31.03.2016.

9. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 is annexed herewith as "AnnexureC to Board's Report".

10. QUALITY MANAGEMENT SYSTEM

The Company continues to lay emphasis on excellence in quality and services and iscommitted to total customer satisfaction. The high quality of the Company products isreflected in the Company ability to export its product in quality conscious world markets.The Company continues to be on a mission to provide customer with products that can matchwith international standards and will surpass their expectations.

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

There are no significant material orders passed by the regulators/ courts which wouldimpact the going concern status of your Company and its future operations.

12. CORPORATE SOCIAL Responsibility INITIATIVES

Pursuant to provision of section 135 of Companies Act 2013:

"Every Company having net worth of rupees five hundred crore or more or turnoverof rupees one thousand crore or more or a net profit of rupees five crore or more duringany financial year shall constitute a Corporate Social Responsibility Committee of theBoard consisting of three or more Directors out of which at least one Director shall bean independent Director. "

Also The Board of every Company referred above shall ensure that the Company spendsin every financial year at least two per cent of the average net profits of the Companymade during the three immediately preceding financial years in pursuance of its CorporateSocial Responsibility Policy.

As the Net Worth Turnover and Net profit of the Company is lower than the thresholdlimit specified u/s 135 of the Companies Act 2013 CSR provisions are not applicable onthe Company.

13. BUSINESS RISK MANAGMENT

Pursuant to Section 134 (3) (n) of Companies Act 2013 the Company has constituted aBusiness Risk Management committee.

At present the Company has not identified any element of risk which may threaten theexistence of Company.

14. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the Directors state that:

1. That in the preparation of Annual Accounts applicable accounting standards had beenfollowed along with proper explanations relating to material departures if any;

2. That the Directors had selected appropriate accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit of the Company for that period;

3. That the Directors had taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities if any

4. That the Directors had prepared the annual accounts for the financial year ended31st March 2016 on a going concern basis.

5. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

6. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

15. PARTICULARS OF EMPLOYEES

(a) Information as per Rule 5(1) of chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

The information required pursuant to sec-197 read with rule 5(1) of Companies(Appointment and remuneration of Managerial personnel) Rules 2014 in respect of employeeof the Company will be provided upon request. In terms of sec-136 of the Companies Act2013 the report and the accounts are being sent to members and others entitled theretoexcluding the information on employees particular which is available for inspection by theMembers at the registered office of the Company during the business hours on working daysof the Company upto the date of ensuing Annual General meeting. If any member isinterested in inspecting the same such members may write to the Company Secretary inadvance.

(b) Information as per Rule 5(2) of chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

No employee was in receipt of remuneration equal to or exceeding ' 1.02 Crore per annumor exceeding ' 8.5 lakhs per month during the financial year ended 31.03.2016.

As per Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rule 2016 the details of top ten employees with regards to their salary in theFinancial Year 2015-16 is as follow:

Serial No. Name Designation Gross Salary Plus Perks (2015-16)
1 Mr. Ravindrra Kumar Agarwaal President (Export) ' 2243866/-
2 Mr. Kailash Kumar Agarwal (DIN No. 00063470) Joint Managing Director ' 1791547/-
3 Mr. Ashok Kumar Agarwal (DIN No. 00046627) Joint Managing Director ' 1755730/-
4 Mr. D. S. Bhati President Administration ' 1543546/-
5 Mr. Raj Kumar Agarwal (DIN No. 02950710) Whole Time Director ' 1394348/-
6 Mr. Surender Kumar Agarwal President (Commercial) ' 1262520/-
7 Mr. Shashikant Saha GM Quality Control ' 852575/-
8 Mr. Devender Singh GM Spinning ' 836266/-
9 Mr. Girish Kumar Agarwal Sr. Manager Maintenance ' 696709/-
10 Mr. Prabhakar Rai Manager Electronics ' 593393/-

16. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitment affecting financial position of theCompany which have occurred between the end of the financial year of the Company i.e. 31stMarch 2016 and the date of the Directors Report.

17. energy conservation technology absorption and foreign exchangae earnings/ out-go

The information required under Section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is provided as follows and forms part of this report.

A) Conservation Of Energy:

a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.

B) Technology Absorption:

Company's products are manufactured by using in-house Technology and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required. The Company constantly strives for maintenance and improvement in quality ofits products and Research & Development activities are directed to achieve theaforesaid goal.

C) Foreign Exchange Earning and Out-Go (' In lacs) :

Foreign Exchange earned 6509.28 Previous Year 6915.05
Foreign Exchange Used 109.04 Previous year 190.17

18. ENVIRONMENT AND POLLUTION CONTROL

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy is to conduct of all operations in a manner to ensuresafety of all concerned compliance of statutory and industrial requirements forenvironment protection and conservation of natural resources to the extent possible.

The Company has decided to implement project Zero Liquid Discharge for effluent watermanagement as per the guidelines issued by Haryana state Pollution Control Board. Theproject is expected to be commissioned soon.

19. SUBSIDIARY/ ASSOCIATES/ JOINT VENTURES COMPANIES

The Company does not have any subsidiary/Associate/ joint venture Company for the yearended 31st March 2016.

20. CHANGES IN BOARD OF DIRECTORS AND Key MANAGERIAL PERSONNEL

Board of Directors:

Mr. Kailash Kumar Agarwal (DIN- 00063470) was liable to retire by rotation and beingeligible had offered himself for re-appointment and was duly re-appointed by the Companyin the last Annual General Meeting held on 24th day of September 2015.

The Company pursuant to the provisions of clause 49 of the Listing Agreements enteredwith the Stock Exchanges and Pursuant to the provisions of section 149 of the CompaniesAct 2013 had appointed CA Ritu Bansal (DIN-03619069) as Independent Director in thelast Annual General Meeting held on 24th September 2015 to hold office for 5 (five)consecutive years.

Pursuant to the provisions of Section 149 and section 161 of the Companies act 2013Company had appointed Ms. Nanita Agarwal (Din-01441837) as additional Director on31.03.2015 who submitted her resignation on 29.05.2015 which was accepted by the Board.

Key Managerial Personnel:

Managing Director/Whole Time Director

Mr. Ashok Kumar Agarwal (DIN No. 00046627) and Mr. Kailash Kumar Agarwal (DIN No.00046627) Deputy Managing Directors of the Company have been re-designated as JointManaging Directors of the Company w.e.f. 12th day of February 2016.

CFO

CA Vishesh Kumar Chugh (Chief Financial Officer) (Mem. No. 091914) submitted hisresignation on 27.05.2015 which was accepted by the Board and the Board relieved him fromhis duty w.e.f. 26.06.2015. CA Ojaswi Singhal (Mem. No. 510484) was appointed as Chieffinancial Officer w.e.f. 25th day of December 2015 who also resigned w.e.f. 4th day ofmay 2016.

Company Secretary

CS Manish Singla (Company Secretary) (Mem. No. 39041) submitted his resignation on28.05.2015 which was considered by the Board in their meeting held on 29.05.2015 anddecided to relieve him from his duties with effect from 27.06.2015. CS Priyanka Singal(Mem. No. 31594) was appointed as Company secretary of the Company w.e.f. 25th day ofDecember 2015.

21. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

The Companies Act 2013 states that a Formal Annual evaluation needs to be made by theBoard of its own performance and Individual Directors. The Schedule IV of the CompaniesAct 2013 states that the performance evaluation of Independent Directors shall be done bythe entire Board of Directors excluding the Director being evaluated.

Evaluation of Independent Director

In compliance with the provision of Regulation 17(10) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the entire Board excluding the independentDirectors in their meeting held on February 12 2016 had formally evaluated theperformance of Mr. P. D. Agarwal Mr. B.C. Talukdar Mr. Anil Agarwalla Mr. Mohan LalJain and CA Ritu Bansal Independent Directors of the Company and has determined tocontinue with the term of appointment of the Independent Directors. The evaluation wasbased on the following terms:

• Key attributes of the Independent Director

• Level and quality of participation in the Board and Committee Meetings

• Inputs provided by the Independent Director based on his knowledge skills andexperience

• Independence in Judgment

• Knowledge of Company's Business.

Evaluation of Non-Independent Director

According to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Schedule IV of the Companies Act 2013 a meeting of the IndependentDirectors without the attendance of Non-Independent Directors and Members of Managementshould be held to review the performance of the Non-Independent Directors and the Board asa whole. Accordingly a meeting of Independent Directors was held on January 18 2016wherein the performance of the Non-Independent Directors and the Board as a whole wasevaluated and no adverse remarks pointed out by the Independent Directors for the otherMembers of the Board.

22. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "Code ofBusiness Conduct.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.

The Code also lays down that Board Members and Senior Managers of the Company shallensure compliance with SEBI (Prohibition of Insider Trading) Regulations 1992 as alsoother regulation as may be applicable to them from time to time.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code for the Financial Year ended 31st march 2016. All Management Staff weregiven appropriate training in this regard.

23. COMMITTEES OF THE BOARD

The Company has constituted all the required committees of the Board as per theCompanies Act 2013 and Listing Agreements. All Committees of the Board has held therequisite meetings as and when required during the financial Year 2015-16.

24. AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 139 of Company act 2013 M/s A.K. Associates(Firm Reg. No. 000596N) Chartered Accountants were appointed as Statutory Auditors inthe Annual General Meeting (AGM) of the Company held on 26th September 2014 to hold suchoffice till the conclusion of the 36th Annual General Meeting of the Company subject tobe ratified in every subsequent Annual General Meeting.

The Board in terms of section 139 of the Companies Act 2013 and on the recommendationsof Audit Committee has recommended for the ratification by the Members for theappointment of M/s A.K. Associates (Firm Reg. No. 000596N) from the conclusion of ensuingAGM till the conclusion of 36th AGM.

The Board in terms of section 142 of the Act on the recommendation of audit committeehas also recommended for the approval of Members for the remuneration of M/s A.K.Associates (Firm Reg. No. 000596N) for the financial year 2016-17.

Appropriate resolution for this purpose is appearing in the notice convening the 35thAGM of the Company. The Company has received a certificate from the auditor to the effectthat their re- appointment if made would be in accordance with the provisions of section141 of Companies Act 2013.

The observations if any of the auditors in their audit report are self explanatory.

25. SECRETARIAL AUDIT AND REPORT ON IT

Pursuant to the provisions of section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Anju Jain (COP No. 2728) Company Secretary in practice to undertake theSecretarial Audit of the Company for the financial year 2015-16.

As required U/s 204(1) of Companies Act 2013 the Company has obtained the SecretarialAudit Report dated 30.06.2016. The Secretarial Audit report for the Financial Year endedMarch 31st 2016 is annexed herewith marked as "Annexure A to Board's Report0which is self-explanatory and needs no comments. The Secretarial Audit Report does notcontain any qualification reservation or adverse remarks.

26. COST AUDIT AND REPORT ON IT

Ministry of Corporate Affairs has issued a notification dated 31.12. 2014 to makeamendment in the Companies (Cost record and audit) Rules 2014 that:

"Textile company shall get its cost record audited in accordance with these rulesif the overall annual turnover of the company from all its products and services duringthe immediately preceding financial year is ' 100 Crore or more and the aggregate turnoverof the individual product or products or services for which cost record required to bemaintained under Rule 3 is ' 35 Crore or More".

As the company's Annual turnover from all its products in the preceding financial yearis less than ' 100 Crore so company is not required to get its cost record audited.

27. CORPORATE GOVERNANCE

As per clause (2) of Regulation 15 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015:

"The compliance with the Corporate Governance provision as specified inregulations 17 to 27 and Clause (b) to (i) of Sub regulation (2) of Regulation 46 and ParaC D E OF SCHEDULE V shall not apply in respect of:

The listed entity having paid up Equity Share Capital not exceeding rupees ten croreand Net Worth not exceeding rupees twenty five crore as on the last day of the previousfinancial year:"

As both the paid up Equity Share Capital as well as the Net Worth of the Company do notexceed the above mentioned limits the provisions of Corporate Governance are notapplicable on the Company. Hence Corporate Governance report does not form part of thisAnnual Report.

28. INVESTOR SERVICES

The Company has appointed M/s Alankit Assignments Limited New Delhi as Registrar andShare Transfer Agent (RTA). No complaint/ query from any of the shareholders are pendingto be resolved by the Company or the RTA.

29. LISTING OF SHARES

Company's shares are listed on Bombay Stock Exchange and Delhi Stock Exchange.

30. DEPOSITS

The Company has not accepted / renewed any Deposits from the public / Members duringthe year under review.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established vigil mechanism as Whistle Blower Policy to deal withinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct. In staying true to our values of Strength Performance and Passion and inline with our vision of being one of the most respected Companies in India the Company iscommitted to the high standards of Corporate Governance and stakeholder responsibility.Protected disclosure can be made by a whistle blower through an e-mail or a letter inwriting to the vigilance and ethics officer or to the Chairman of the audit committee.

32. PUBLICATION OF FINANCIAL RESULTS

In conformity with the provisions of Clause 41 of the Listing Agreement the Company haspublished unaudited financial results for the quarter ended 30th June 2015; 30th Sept.2015; 31st December2015 and audited financial result for the quarter/ year ended on 31stMarch 2016. The summarized results are published in Business Standard (English) Delhi& Aaj Samaj (Hindi) Hisar.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment policy in line with the requirementsof THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013. All the employees (permanent contractual temporary trainees) are coveredunder this policy. During the year under review there were no cases filed pursuant tothis act.

34. WEBSITE OF THE Company

The Company maintain a Website www.hpthreads.comwhere detailed information of the Company & its products is provided.

ACKNOWLEDGEMENTS

The Directors place on record their thanks and appreciation to all workers staffMembers executives and business associates for their co-operation and contribution to theoperations of the Company. The Directors are thankful to the Bankers FinancialInstitutions for their continued support to the Company. The Directors also place onrecord their sincere thanks to the shareholders for their continued support co-operationand confidence in the Management of the Company.

For and on behalf of the Board of Directors

Mr. Kailash Kumar Agarwal Mr. Ashok Kumar Agarwal Mr. Raj Kumar Agarwal
Joint Managing Director Joint Managing Director Whole Time Director
(DIN:00063470) (DIN:00046627) (DIN No. 02950710)
Place: New Delhi
Dated: 12.08.2016