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Hanung Toys and Textiles Ltd.

BSE: 532770 Sector: Industrials
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Mkt Cap.(Rs cr) 12
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Buy Qty 500.00
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Sell Qty 79.00
OPEN 4.00
CLOSE 3.93
52-Week high 8.55
52-Week low 3.42
Mkt Cap.(Rs cr) 12
Buy Price 3.74
Buy Qty 500.00
Sell Price 3.90
Sell Qty 79.00

Hanung Toys and Textiles Ltd. (HANUNG) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 26th Annual Report of theCompany together with the audited statements of Financial Accounts for the year endedMarch 31st 2016.


The following table gives the financial highlights of your Company on a standalonebasis according to the Indian Generally Accepted Accounting Principles (GAAP)


(Rs. in Lacs)

Particulars 2015-16 2014-15
Net Sale & other Income 9511.18 13642.07
Profit / (Loss) Before Interest Depreciation & Tax (62699.77) (88412.01)
Financial Overheads 27819.71 27173.40
Depreciation 5282.63 6235.62
Extra ordinary Items 18.30 4901.81
Net Profit/(Loss) Before Tax (95820.41) (126722.84)
Provision for Tax -- --
- Current 13528.00 --
- Deferred -- --
- Tax for earlier years -- --
Net Profit/(Loss) after Tax (109348.41) (126722.84)
Appropriations -- --
Proposed Dividends -- --
Provision for Tax for Dividends -- --
Surplus carried forwards to Balance Sheet (109348.41) (126722.84)
Transfer to General Reserve -- --
Net Surplus carried forwards to Balance Sheet -- --

Erosion of Net Worth and reference to the Board for Industrial and FinancialReconstruction (BIFR)

The operating results have been adversely affected due to adverse market conditionsnon receipt of tuff’s subsidy and blockage of substantial funds in slow/ non movingstocks and debtors. The Company faced severe liquidity crunch and huge scarcity in theworking capital funds. In order to partially mitigate the working capital fund scarcityand the further deterioration in the quality of stocks the Company affected disposal ofstocks of slow moving / non moving fabrics and finished goods at market prices which inmost of the cases was well below the cost resulting in huge losses. The Company settledits old debtors by allowing their pending debit notes quality discount and /or taking thematerial back which further contributed losses to the Company.

On account of accumulated losses exceeding the entire net worth the Company made areference with the Board for Industrial and Financial Reconstruction in terms of theprovisions of section 15(1) of Sick Industrial Companies (Special Provision) Act 1985which has since been registered by the Hon’ble BIFR as case No. 54/2015. However theprocess is pending with the Hon’ble BIFR during the financial year ending 31stMarch 2016.


The Indian Toys and Textiles Industry witnessed challenging times as results of lowgrowth led by issues such as high fiscal deficit high inflation and worsening currentaccount balance. The slowdown in the global growth aggravated the sluggishness in theeconomy. Apart from the un-favorable demand supply scenario the industry has been alsoreeling under the pressure of rising manufacturing cost.

The gross sales and other income for the financial year under review were Rs. 9404.23lacs as against Rs. 13579.42 lacs for the previous financial year. During the Year underreview the Company has incurred Losses after Tax of Rs 109348.41 lacs as against theLosses of Rs. 126722.84 lacs for the previous year.

The Loss of the Company have increased due to increase in finance cost and increase indepreciation due to change in method as prescribed by the Companies Act 2013. The Companyexpects to improve its working in the next financial year.


The Board of Directors has decided not to recommend any dividend due to nonavailability of profit during the year.


The Company had approached its lead banker and lender i.e. Punjab National Bank forrestructuring of its debt under CDR mechanism and accordingly the lead banker referredthe matter to CDR Empowered Group on 31st July 2013. The case of the Companywas admitted under CDR on 26th September 2013 and the CDR scheme wasdiscussed in CDR EG meeting held on 21st April 2014 and was approved in themeeting held on 23rd May 2014 and the same was informed to the Company on 16thJune 2014.

However the restructuring as stated above could not be implemented successfully and theBanks have taken the exit from the CDR mechanism in their meeting held on 25thAugust 2015 and intimated to the Company on 1st Octorber 2015. Further theCompany has moved and admitted under BIFR.


The gross revenue of the Company during the year stands at Rs. 9404.23 Lacs as againstRs. 13579.42 Lacs in the previous year. The profit/(loss) before tax during theyear stands at (Rs. 95820.41) Lacs as against (Rs. 126722.84) Lacs. The profit/(loss)after tax during the year is (Rs. 109348.41) Lacs as against (Rs. 126722.84) Lacs in theprevious year.

The Company’s main operations consist of Manufacturing of Soft Toys and HomeFurnishings.


The total numbers of permanents employees on the rolls of the Company was 357 as onMarch 31st 2016.


In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules arestated in Annexure F to this report:-


Your Company is fully compliant with the Corporate Governance guidelines as laid outin Clause-49 of the Listing Agreement and Chapter IV of the SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 as updated till date with the Stock Exchanges. Thereport on Corporate Governance forms part of the Annual Report attached as Annexure A.

The Statutory Auditors of the Company have examined the requirements of CorporateGovernance with reference to Clause 49 of the Listing Agreement and the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 and have certified thecompliance as required. The certificate in this regard forms part to the Annual Report isattached as Annexure- C.


Since M/s Hanung (Shanghai) Limited had liquidated during the financial year underreference there are no subsidiaries and therefore there was no such the requirement forpreparation and presentation of consolidated financial statements of the subsidiaries inaccordance with Accounting Standard (AS) 21 on Consolidated Financial Statements.


M/s Hanung (Shanghai) Limited was liquidated during the financial year under reference.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014 the statement containing salient features of thefinancial statements of the Company’s subsidiaries (in Form AOC-1) is attached to thefinancial statement.

The Annual Accounts of the subsidiary companies and the related detailed informationare available at any time to shareholder of the parent Company and subsidiary companiesand to statutory authorities. On request these documents will be made available forinspection at the Company’s corporate office.


The Company has 2 (two) Associate Companies - M/s Hanung Infra & Power Limited andM/s Hanung Retail Limited.


Mr. Abhishek Monu Kaushik (DIN No. 07151357) was appointed as an Additional Director(Independent) on 9 th April 2015 and Mrs. Deepika Gera (DIN No. 00145602)appointed as an Additional Director (Independent) on 30 th June 2015. Theappointment of these directors was regularized by the shareholders in 25thAnnual General Meeting of the Company.

Mrs. Anju Bansal (DIN No. 00028508) being longest to hold office of the Director isliable to retire by the Bord of Directors have proposed her reappointment as Non ExecutiveDirector of the Company. Mr. Mukesh Kumar (DIN No. 01231118) was appointed as theAdditional Director of the Company on 13th August 2016.

At the 26th Annual General Meeting the term of Mr. Mukesh Kumar (DIN No.01231118) appointed by the Board of Directors as an Additional Director w.e.f 13.08.2016shall end. The Company has received the proposal for his appointment as Director from ashareholder.

The Directors wish to place on record the valuable guidance and services rendered bythe independent Directors during their tenure.

Mr. Sunil Mittal was appointed as C.F.O with effect from 1st December 2015.

Mr. Arvind Kumar Gupta(Company Secretary) placed his resignation before the Board andMr. Lalit Chawla was appointed as the Company Secretary of the Company in the meeting ofBoard of Directors of the Company 1st December 2015.

It is reported that other than the above there have been no changes in the Directors orKey Managerial Personnel during the Year.


M/s Ravindra Sharma & Associates New Delhi were appointed as Statutory Auditor ofthe Company for a period of 5 Years subject to ratification by the Shareholders in the 25thAnnual General Meeting of the Company. The Board of Directors of the Company have herebyproposed the ratification of the appointment of Statutory Auditors of the Company for thefinancial Year 2016-17.

M/s Ravindra Sharma & Associates New Delhi the Statutory Auditor have confirmedtheir eligibility to the effect that their reappointment would be within the prescribedlimits under the Companies Act 2013 and that they are not disqualified forreappointment.

The Report of the Statutory Auditors for the year ended 31st March 2016 doesnot contain any qualification reservation or adverse remark except the following:-

The Company has not paid the interest and principal dues of various financialinstitution as stated in Point (viii) of the Auditors Report on the financial statement ofthe Company:- Due to heavy losses and shortage of working capital the to repay theprinciple and interest dues from various financial institutions. The Company has beenadmitted into BIFR and is expected to restructure its financial commitments.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s N.G.& Associates Company Secretaries New Delhi toundertake the Secretarial Audit of the Company. The report of the Secretarial Auditor isattached as Annexure E to this Report. The report of the Sceretarial Auditor doesnot contains any qualification reservation or adverse remark except the following:-

a. Regarding the pending compliance in respect of the preferential allotment – TheCompany has completed all the compliance requirement as on date and is under the processof listing of these shares.

b. Regarding Compliance under Section 152(6) of Companies Act 2013 read with rules:-the Company had discussed and recorded the provision and requirements under Section152(6) of the Companies Act 2013 read with rules were recorded in the minutes butinadvertently could not comply in the Annual Report for the Financial year ended 31stMarch 2015

c. Regarding pending Government/ Statutory dues the Company has approached authoritiesand is in process of adjudication negotiation and part payment of these dues.

The report of the Secretarial Auditor is attached as Annexure E to this Report.


In terms of the provisions of the Companies Act 2013 the Board of Directors of yourCompany have on the recommendation of the Audit Committee proposed the appointment of M/sChandra Sharma & Co. Cost Accountants Vaishali Ghaziabad as Cost Auditor to conductthe cost audit of your Company for the financial year ending 31st March 2017subject to the approval of the shareholder.

The Audit Committee has received a certificate from the Cost Auditor certifying theirindependence and arm’s length relationship with the Company.


A Management Discussion and Analysis Report highlighting the performance and prospectsof the Company’s energy and environment segments including details if subsidiariescatering to the respective business is attached as Annexure H.


The Company’s equity shares are listed on two stock exchanges- National StockExchange of India Ltd (NSE- Scrip Code "HANUNG") and Bombay Stock Exchange Ltd(BSE- Scrip Code"532770") and has paid the listing fees for financial year2015-16.


The Company had no unpaid / unclaimed deposit(s) as on 31st March 2016.During the year under review your Company did not accept any deposits within the meaningof provisions of Chapter V – Acceptance of Deposits by Companies of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014. It has notaccepted any fixed deposits during the year.


Pursuant to clause 49 of the Listing agreement (applicable up to 30.11.2015) andSchedule V D of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a declaration signed by the Chairman and Managing Director affirming compliance withthe code of conduct by the Director’s and senior management personnel for thefinancial year 2015-2016 is annexed as Annexure B.


M/s Karvy Computer share Private Limited is the Registrar and Share Transfer Agent ofthe Company. Details of the depository system and listing shares are given in a part ofthe "Additional Shareholders Information" which forms a part of the CorporateGovernance Report and is attached herein with.


Under provisions of Section 124 of the Companies Act 2013 read with rules the amountof dividend declared for the financial year 2007-08 amounting to Rs. 42349/- together withthe amounts kept in the unpaid application money received by the Company for allotment ofsecurities and due for refund amounting to Rs 72390/- being unclaimed and unpaid for 7years have been transferred to the Investor Protection and Education Fund constituted bythe Central Government.


In compliance with the provisions of the Regulation 46 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulation 2015 the Company has been maintaining an activewebsite with adequate disclosures and information on the Company its desiring to obtainany information on the Company can visit the website financials or writeto the Company Secretary at


In compliance with the provisions of the Section 135 of the Companies Act 2013 readwith rules the Company has constituted a CSR Committee. The details of the composition ofthe Committee and meetings conducted thereby along with CSR Policy and the CSR spending bythe Company are stated in the Corporate Governance Report.


Internal Audit plays a key role in providing an assurance to the Board of Directorswith respect to the Company having adequate Internal Control Systems. Such systemprovides among other things gives reasonable assurance of recording the transactions ofits operations in all material respects and of providing protection against significantmisuse or loss of Company’s assets. The details about the adequacy of internalfinancial controls are provided in the Management Discussion and Analysis Report.


The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year 2015 - 2016 no complaints were received by the Company related tosexual harassment.


The Company has established a vigil mechanism (whistle blower policy) for theirDirectors and employees to report their genuine concerns. The vigil mechanism provide foradequate safeguards against victimization of persons who avail of the vigil mechanism andalso provide for direct access to the Chairperson of the Audit Committee in accordancewith the provision of Section 177 of Companies Act 2013 read with rules and applicablerules and Listing Agreement(applicable up to 30.11.3015) and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.


The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the trading window is closed. The Board ofDirectors of the Company are responsible for implementation of the code.

All Directors and the designated employees have confirmed compliance with the code.


Pursuant to Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 your Company complied with the compliance requirements under Companies Act2013. The specific compliance are enumerated below:

a) Extract Of Annual Return

In Accordance with Section 92(3) of the Companies Act 2013 read with rules 12(1) ofCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inForm MGT-9 is attached herewith as Annexure-G.

b) Board Meeting Held During The Year

During the year 11 meetings of the Board of Directors were held. The details of themeetings are furnished in the Corporate Governance Report which is attached as Annexure-Ato this Report.

c) Directors’ Responsibility Statement

To the best of our knowledge and belief and according to the information andexplanation obtained by us your Directors make the following statements in the terms ofSection 134(3) (c) of the Companies Act 2013:

1. in the preparation of the annual financial statements for the year ended March 31 st2016 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.

2. for the financial year ended March 31 st 2016 such accounting policies asmentioned in the notes to the financial statements have been applied consistently andjudgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company and of the Statement of Profitand Loss of the Company for the year ended March 31st 2016.

3. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 read wtihrules for safeguarding the assets of the Company and for preventing and detecting fraudand 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 suchinternal financial controls are adequate and were operating effectively.

6. that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

d) Reporting of Frauds

There have been no instances of fraud reported by the statutory auditors under Section143(12) of the Companies Act 2013 read with rules either to the Company or to theCentral Government.

e) Declaration by Independent Directors

All the Independent Directors have given declaration that they meet the criteria ofindependence as stated in Section 149(6) and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

f) Nomination and Remuneration Policy

The details of the Nomination and Remuneration Policy are stated in the CorporateGovernance Report.

g) Auditors Qualification System On Accounts

Notes to the accounts as referred in the Auditor’s report are self-explanatoryand consistently followed and therefore do not call to any further comments andexplanations.

h) Particulars Of Loans Guarantees Or Investments

The Company has not given any loans or made any investments covered under theprovisions of Section 186 of the Companies Act 2013 read with rules.

i) Particulars of Contracts or arrangements with Related Parties

During the year under review all the related party transactions were entered into bythe Company in ordinary course of business and on arm's length basis. All transactionswith related parties(if any) are at arms length basis and there is no requirement ofattaching Form AOC 2.

j) State of Company's Affairs

The State of the Company Affairs have been explained in the in the Directors Report.

k) Amounts to be Transferred to General Reserve

Due to heavy losses no amounts are proposed to be transferred to General Reserves.

l) Material Changes and Commitments between the date of Balance Sheet and the date ofreport

There were following Material Changes and commitments affecting the financial positionof the Company which have occurred between the end of financial year of the Company towhich the financial except disclosed elsewhere in the report:-

• Invocation of Pledge of 1892482 Equity Shares of Mrs. Anju Bansal- Promoter ofthe Company.

• Invocation of Pledge of 1128276 Equity Shares in the name of M/s HanungFurnishings Private Limited.

• Invocation of Pledge of 1952059 Equity Shares in the name of M/s HanungProcessors Private Limited.

• Creation of pledge on 1026690 Equity Shares of M/s C K Software Private Limited.

• Release of Pledge of 2651418 Equity Shares in the name of Mr. Ashok KumarBansal.

• Invocation of Pledge of 1026690 Equity Shares in the name of M/s C K SoftwarePrivate Limited.

• Hon'ble BIFR at the hearing had rejected the application of the Company forfinancial reconstruction and an appeal against the said order has been filed with Hon'bleAAIFR.

m) Conservation Of Energy And Technology Absorption

The particulars prescribed under Section 134 of the Companies Act 2013 read with rule8 (3) of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo are furnished as follows:-



1 Energy Conservation Measures Taken • Energy efficient lighting system in place e.g. CFL I FTL fittings are being used in all offices sites.
• Energy efficient lighting system is designed for the commercial projects.
• Effective preventive and predictive maintenance system is in place for maintaining all energy intensive equipments i.e. DG sets for energy generation etc.
• Fuel metering system is in place to track the consumption of fuel.
2 Additional Investment and proposal if any being implemented for reduction of consumption of Energy N.A
Impact of measures at 1. and 2. above for reduction of energy consumption Energy Conservation- Continuously monitoring the energy consumed at processing plant enabled the Company to set benchmarks for different machines benefits in terms of lower cost of energy whichresulted in significant and other utilities.
Total Energy consumption and per unit of Production: As per Form A
B. Technology Absorption:- As per Form B

C. Foreign Exchange Earnings and Outgo:- The foreign exchange earning/outgoduring the year are as under:

(Rs. In Lacs)
Particulars 2015-16 2014-15
Foreign Exchange Earnings: 918.15 2726.28
Foreign Exchange Outgo: 138.59 986.84


(See rule 2)

Disclosure of particulars with respect to conservation of energy Power and FuelConsumption:

Particulars Year ended on 31.03.2016 Year ended on 31.03.2015
1. Electricity
a. Purchase (Units in lacs) 113.55 118.26
b. Total Amount (Rs. In lacs) 676.39 682.18
c. Rate / Unit (Rs.) (Avg) 5.96 5.77
2. Own Generation(Diesel)
a. Purchase- (Units in lacs) 10.01 7.19
b. Total Amount (Rs. In lacs) 146.30 132.04
c. Rate / Unit (Rs.) 14.61 18.36


Efforts made in technology absorption as per Form ‘B’ below.


Disclosure of Particulars with respect to technology absorption research andDevelopment (R&D):

Sno Particulars Details
1. Specific areas in which R&D carried out by the Company: Related to the main objects of the Company
2. Benefits derived as a result of the above R&D. Optimum Cost Effectiveness
3. Future plan of action Adoption of in house developed techniques
4. Expenditure on R&D
a. Capital The R & D activity of the Company forms part of the project cost and has not been quantified separately.
b. Recurring
c. Total
d. Total R&D expenditure as a percentage of total sales


Technology absorption adoption and innovation:
1. Efforts in brief made towards technology absorption adaptation and innovation. NIL
2. Benefits derived as a result of efforts e.g. product improvement cost reduction product development import substitution etc. NIL
3. In case of improved technology imported during the last 5 years reckoned from the beginning of the financial year NIL

n) Risk Management Policy

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks are identified systematically and addressedthrough mitigating actions regularly. The discussions and action taken by the managementare placed before the Audit Committee and Board of Directors of the Company.

o) Corporate Social Responsibility

The Company has in place an effective Corporate Social Responsibility Policy and aCommittee in order to manage the same. However due to heavy losses no contribution hasbeen made towards the same. The details of CSR Policy and the Committee Members areprovided in the Report on Corporate Governance.

p) Board Evaluation & Training

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement (applicable up to 30.11.2015) and Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance and all Directors (including the Independent Directors) individually aswell as the evaluation of the working of its Audit Nomination & Remuneration and CSRCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

Further the Company Secretary had also organized training sessions on 13thday of February 2016 at the Corporate Office of the Company of 4 Hours(10:00 AM to 2:00PM) for the Board of Directors whereby emphasis was made on increasing coordinationamongst the Board Members and a presentation was made on Roles and Responsibilities of theDirectors and Disclosure Requirements under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.


Details of top ten employees in terms of remuneration:- The details are as follows

SNo Name & Designation of Employee Remuneration Received (Rs. In Lacs)
1 Mr. Vijay Grover (V.P Commercial) 11.07 Lacs
2 Anuranjan Kumar Tiwari(GM Process) 9.04 Lacs
3 Amod Tyagi (GM Weaving) 8.98 Lacs
4 Rajiv Kumar Jha (AGM Weaving) 6.41 Lacs
5 Manoranjan Kabi (AGM Finance) 6.39 Lacs
6 Sudhir Kumar Chauhan (-SR.Manager) 5.88 Lacs
7 Namita Anuranjan Tiwari (Asstt Manager) 5.84 Lacs
8 Harilal C Prajapati (AGM) 5.81 Lacs
9 Vijay Shankar (Master) 5.27 Lacs
10 Jeyaraj Arumugam (DGM Engg.) 5.03 Lacs

Details of Employees in receipt of yearly remuneration of Rs. One Crore TwoLacs or more:- There were no employees who had received yearly remuneration of or inexcess of Rs. One Crore Two Lacs.

• Details of Employees in receipt of monthly remuneration of Rs. Eight Lac FiftyThousand or more:- There were no employees who had received monthly remuneration of orin excess of Rs. Eight Lac Fifty Thousand.


Statements made in the Report including those stated under the caption"Management Discussion and Analysis" describing the Company’s plansprojections and explanations may constitute "forwards looking statement" withinthe meaning of applicable laws and regulations. Actual results may differ materially fromthose either expressed or implied.


Your Directors would like to place on record their sincere thanks to the Company’sclients vendors investors and bankers for their continued support to the Company duringthe year. The Directors wish to place on record their appreciation of the contributionsmade by employees at all levels.

We thank the Government of India State Government and other Government agencies fortheir 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 13th 2016 Chairman-cum-Managing Director
DIN 00028488