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Haryana Texprints (Overseas) Ltd.

BSE: 514296 Sector: Industrials
NSE: N.A. ISIN Code: INE206G01012
BSE LIVE 14:38 | 19 Dec Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.66
PREVIOUS CLOSE 2.54
VOLUME 550
52-Week high 4.48
52-Week low 2.42
P/E 12.09
Mkt Cap.(Rs cr) 13
Buy Price 2.66
Buy Qty 13950.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.66
CLOSE 2.54
VOLUME 550
52-Week high 4.48
52-Week low 2.42
P/E 12.09
Mkt Cap.(Rs cr) 13
Buy Price 2.66
Buy Qty 13950.00
Sell Price 0.00
Sell Qty 0.00

Haryana Texprints (Overseas) Ltd. (HARYANATEXPRINT) - Director Report

Company director report

The Members

Your Directors have pleasure in presenting the 24thAnnual Report and Audited Accountsfor the year ended on 31st March 2016.

I. FINANCIAL PERFORMANCE:

(Rs. in Lakhs)
2015-16 2014-15
Turn Over & Other Income 8054.50 6527.12
Profit before Interest & Depreciation 495.65 454.05
Interest & Finance Charges 202.85 208.72
Cash Profit 292.80 245.32
Depreciation 102.25 100.30
Profit for the year before Tax 190.56 145.02
Deferred Tax Charges - 6.69 0.27
M.A.T 69.76 46.35
Profit after Tax for the year 127.49 98.41
Add: Surplus Opening 398.91 368.51
Less: Depreciation on a/c of adoption of Schedule II of the Companies Act 2013 - (2.83)
Amount available for appropriation 526.40 464.09
Dividend Re.0.10 per share of face value Re.1/- 50.00 50.00
Tax on Dividend 10.18 10.18
Transfer to General Reserve 5.00 5.00
Surplus to be carried Over 461.22 398.91

DIVIDEND:

Your Directors are pleased to recommend Dividend @10% (Re.0.10 per share of Face Valueof Re. 1/-)on the Paid up Share Capital of the Company for the year ended on 31st March2016.

OPERATIONS:

During the year under review turnover and other income of the Company was Rs. 8054.50Lacs as compared to Rs. 6527.12 Lacs during the previous year showing an increaseof 23.40%. The exports during the year under review gone upto Rs.1103.03 Lacs as comparedto Rs. 434.81 Lacs during the previous year showing the increase of 153.68%. TheCompany’s products are well accepted in the local and international market andaccordingly getting good response from the existing and new customers. YourDirector’s are optimistic towards improvement in the Sales Turnover and theProfitability in the years ahead.

Profit margin during the year under review have also shown improvement. The Net Profitfor the year under review was Rs. 191 Lacs as compared to Rs. 145 Lacs during the previousyear.

Your directors are taking steps to further improve the turnover including the exportturnover and the profit margins by modernization of plant through technologicalupgradation i.e.by replacing of old machineries with the latest machineries and enhancingproduction capacities where ever required. This will reduce costs and improve the qualityof products to be more competitive in the international market.

FINANCE:

Jammu & Kashmir Bank Limited sanctioned Term Loan of Rs. 346 Lacs and enhanced theWorking Capital Limits by Rs. 200 Lacs during the year under review towards purchase ofMachines under TUFS and to meet the working capital requirements to cope up the increasein sales turnover of the company.These facilities were duly availed.In view of increase inthe Turnover during the year under review and the expected increase in the Turnover in theyears ahead more capital expenditure towards purchase of machineries and additionalworking capital may be required. Appropriate steps are being taken for timely arrangementof funds.

II. MANAGEMENT DISCUSSIONS AND ANALYSIS:

As required under Clause 49 of the Listing Agreements with Stock Exchanges theManagement Discussion and Analysis Report is enclosed as a part of this report.

III. DISCLOSURE UNDER THE COMPANIES ACT 2013:

1. EXTRACT OF ANNUAL RETURN U/S 92(3):

The details forming part of the extract of the Annual Return in Form MGT-9 is enclosedas "Annexure-"A"

2. NUMBER OF BOARD MEETINGS:

The Board of Directors met 5(Five) times in the Financial Year ended 31st March 2016.The details of the Board Meeting and the attendance of the Directors are provided in theCorporate Governance Report.

3. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Companies Act 2013 in respectof Director’s Responsibility Statement your Directors state that:

a) That in the preparation of the Annual Accounts for the Financial Year ended on 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any.

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were responsible and prudent so as togive 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 the year under review.

c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act of safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts for the year ended on 31stMarch 2016 on going concern basis.

e) Proper internal financial controls were laid down and such internal financialcontrols were adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and such systems were adequate and operating effectively.

4. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECION 149(7):

The Independent Directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in Sub Section (6) of Section 149 of the Companies Act 2013and clause 49 of the Listing Agreement.

5. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors KMPs and Senior ManagementPersonnel and their remuneration. The Policy is stated in the Corporate Governance Report.

6. EXPLANATION OR COMMENTS ON AUDITORS’ REPORT AND SECRETARIAL AUDIT REPORT

There are no qualifications reservations or adverse remarks or disclaimer made by theStatutory Auditors in their Audit Report or by the Practicing Company Secretary in theSecretarial Audit Report.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT 2013

Particulars of loans guarantees and investments under Section 186 of the CompaniesAct 2013 form part of the notes to the financial statement provided in this AnnualReport. These loans / guarantees are primarily granted for the furtherance of business ofthe Company.

8. RELATED PARTY TRANSACTIONS:

All contracts or arrangements entered into by the Company with Related Parties havebeen done at arm’s length and are in the ordinary course of business. Pursuant toSection 134 of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014 the particulars of such transactions are provided in Form AOC-2 which isannexed herewith as Annexure "B" to this report.

9. STATE OF COMPANY’S AFFAIRS:

Discussion on state of Company’s affairs has been covered as part of theManagement Discussions and Analysis.

10. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered as partof the financial performance of the Company.

11. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY

There are no adverse material changes or commitments occurring after 31st March 2016which may affect the financial position of the Company or may require disclosure.

12. CONSERVATION OF ENERGY TECHNOLOGY FOREIGN EXCHANGE EARNING AND OUT GO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rule2014 are annexedherewith as Annexure "C" to this report.

13. RISK MANAGEMENT POLICY:

The Company has laid down well defined risk management mechanism covering the riskexposure potential impact and risk mitigation process. The Board periodically reviews therisk and suggests steps to be taken to control and mitigate the same through a properlydefined frame work.

14. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not applicable to the Company.

15. ANNUAL EVALUATION:

In compliance with the Companies Act 2013 and Clause 49 of the Listing Agreement theperformance evaluation of the Board and that of its Committees and individual directorswas carried out during the year under review. The Directors expressed their satisfactionwith the evaluation process.

16. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there has been no change in the nature of business of theCompany.

17. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL:

Shri.N.P. JhanwarManaging Director of the Company retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.

At the 22nd Annual General Meeting of the Company held on 29th September 2014 theCompany had appointed Mr. Satya Narayan Maheshwari Mr. Padam Chand Gupta and Mr. MohanPrasad Rungta as Independent Directors under the provisions of Section 149 and all otherapplicable provisions of the Companies Act 2013 for 5 consecutive years for a term up tothe conclusion of the 27th Annual General Meeting and will not be liable to retire byrotation during their term of 5 years.

Moreover at the 23rd Annual General Meeting of the Company held on 29th September2015 the Company had appointed Mrs. AnubhaAggarwal as Independent Woman Director underthe provisions of Section 149 and all other applicable provisions of the Companies Act2013 for 5 consecutive years for a term up to the conclusion of the 28th Annual GeneralMeeting and will not be liable to retire by rotation during her term of 5 years.

Key Managerial Personnel (KMP) appointed during the F.Y. 2015-16:

None.

Key Managerial Personnel (KMP) resigned during the F.Y. 2015-16:

None.

18. NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

The company did not have any subsidiaries or joint ventures and there was no change inthe associate company during the year.

19. DEPOSITS:

The company has not accepted deposits under Chapter V of the Companies Act 2013.

20. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

21. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to thefinancial year such controls were tested and no reportable material weaknesses in thedesign or operation were observed.

22. VIGIL MECHANISM:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to Report genuine concerns has beenestablished. In order to ensure that the activities of the Company and its employees areconducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behavior the Company has adopted a VigilMechanism Policy. This Policy is explained in Corporate Governance Report.

23. LISTING:

The shares of your Company are listed at the BSE DSE JSE& ASE. The applicableannual listing fees for the year 2015-16 have been paid to the stock exchanges before thedue date.

24. INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;
Mr. N.P.Jhanwar Mg. Director 6.62
Mr. R.N. Maheshwari Ex. Director 6.62
(ii) the percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year;
Mr. Aditya Maheshwari CFO Nil
(iii) the percentage increase in the median remuneration of employees in the financial year; 11.77%
(iv) the number of permanent employees on the rolls of company; 146

 

(v) the explanation on the relationship between average increase in remuneration and company performance; The increase in remuneration is not solely based on Company performance but also includes various factors like individual Key Performance Indicators Industry trends economic situation future growth prospects etc. The Board believes that the increase is in line with industry.
(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company; The remuneration paid to all Key Management Personnel was in accordance with remuneration Policy adopted by the Company.

 

(vii) variations in the market capitalization of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the company as at the close of the current financial year and previous financial year; 31/03/2016 31/03/2015
Market Capitalization: Rs. in Lacs 1275 1445
P.E.Ratio 10.20 14.45
Vide resolution passed in the Annual General Meeting held on 22/08/2002 the share capital of the company is 50000000 (Five Crores) Equity Shares of Re. 1/- each. In comparison the market price increase as at 31st March 2016 is 189 percent.
(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Average percentile increase in salaries of Managerial Personnel:Nil
Average percentile increase in salaries of Non Managerial Personnel:14.89
The increase in remuneration is not solely based on Company performance but also includes various factors like individual Key Performance Indicators Industry trends economic situation future growth prospects etc. The Board believes that the increase is in line with industry.
(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company The individual remuneration of the Key Managerial Personnel is not directly comparable against the performance of the Company. As stated in (viii above) The salary increases are a function of various factors like individual performance vis--vis individual Key Performance Indicators Industry trends economic situation future growth prospects etc. besides Company performance. There are no exceptional circumstances for increase in the managerial remuneration.
(x) the key parameters for any variable component of remuneration availed by the directors; N.A.
(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; There are no such cases.
(xii) Affirmation that the remuneration is as per the remuneration policy of the company. The remuneration paid to the Directors is as per the Remuneration policy of the Company.

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Management Personnel)Rules 2014 are

a) Employed throughout the year: Nil

b) Employed for part of the year: Nil

Note: Median is computed on the basis of permanent employees on the rolls of theCompany.

IV. COMPOSITION OF AUDIT COMMITTEE:

The composition of the Audit Committee has been mentioned in the Corporate GovernanceReport annexed to this report.

V. AUDITORS:

1. Statutory Auditors:

At the 22nd Annual General Meeting of the Company held on 29th September 2014 theCompany had appointed M/s Doogar& Associates Chartered Accountants Auditors of theCompany to hold office until the conclusion of Twenty fifth Annual General Meeting as perthe provisions of Section 139 of the Companies Act 2013.Certificate from the Auditorshave been received to the effect that their reappointment if made would be within theprescribed limit under Section 141(3)(g)of The Companies Act 2013.The observation in theAuditor’s Report are dealt within the notes to account at appropriate places andbeing self-explanatory need no other explanations.

2. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s N.G. Associates the practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure "D".

VI. CORPORATE GOVERNANCE:

A report on the Corporate Governance code along with Auditor’s Certificateregarding Compliance of the conditions of Corporate Governance as stipulated under clause49 of the Listing Agreement is annexed to this report.

VII. APPRECIATION:

Your Directors would like to express their gratitude for the assistance andco-operation received from the Bank Financial Institutions and Government Agencies duringthe year under review. Your Directors also wish to place on record their deep sense ofappreciation for the devoted services of executives staff and workers of the Company.

For and on Behalf of the Board of Directors
N.P. Jhanwar R.N. Maheshwari
Place: Faridabad Managing Director Executive Director
Date: 30.05.2016 DIN 00401788 DIN 00401993