To the Members
Hindustan Composites Limited
Your Directors are pleased to present the Fifty Second Annual Report together with theAudited Financial Statements for the year ended 31st March 2016.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended 31st March 2016 is summarizedbelow:
| ||2015-16 ||2014-15 |
|Revenue from Operations ||188.40 ||152.06 |
|Other Income ||0.49 ||0.27 |
|Profit before Interest Depreciation and Taxes ||53.25 ||36.20 |
|Interest ||0.22 ||0.16 |
|Depreciation (Net) ||6.53 ||6.46 |
|Profit Before Tax ||46.50 ||29.58 |
|Provision for Tax ||7.40 ||3.78 |
|Profit After Tax ||39.10 ||25.80 |
Your Directors have recommended a dividend of Re. 1 per share being 10% of the paid-upequity capital of the Company for the year ended 31st March 2016. The Corporate DividendTax of Rs. 0.10 crore will be payable on the total dividend amount of Rs. 0.49 crore. TheDividend if approved will be paid to those members whose names appear on the Register ofMembers / list of Beneficiaries as on 8" September 2016.
During the year under review Rs. 35 Crores was transferred to the General Reserve.
4. OVERVIEW OF ECONOMY & PERFORMANCE OPERATIONS
Indian economy gave mixed signals during 2015-16 whilst GDP growth improved to about7.5% industrial growth remained sluggish. Some of the sectors closely related to ourCompany's business such as the Commercial Vehicle segment witnessed robust growth.However the Farm Tractors segment showed negative trend. Unfavorable developments inrural markets reflected in the demand of 2 Wheeler segment. Infrastructure growth remainedat a moderate level. Indian exports declined by about 13% during the year owing to theglobal slow-down. On a positive note the Indian Government announced implementation ofseveral key projects related to Rail and Road Infrastructure. With decline in prices ofCrude Oil and some other commodities inflation in the country remained under control. Theoverall market environment for our Company's business was moderately positive.
The Company posted a total revenue of Rs. 188.40 Crores representing a growth of 24%over the previous year. The manufacturing turnover increased by 7.2% to Rs. 118.20 Croresfrom Rs. 110.25 Crores in the previous year. This was achieved despite challenging marketconditions with a focused approach on OE & DomesticAftermarket business.
Investment income during the year was substantially higher at Rs. 65.16 Crores asagainst Rs. 40.01 Crores in the previous year. This was achieved with judicious deploymentof funds in equity and other high yielding assets.
The gross profit of the Company increased by 47% from Rs. 36.20 Crores to Rs. 53.25Crores. After considering interest of Rs. 0.22 Crores depreciation of Rs. 6.53 Croresthe Profit Before Tax was Rs. 46.50 Crores and Net Profit after providing Tax of Rs. 7.40Crores was Rs. 39.10 Crores.
Looking ahead the Government's current thrust on infrastructure projects and ruraldevelopment should bring back a positive investment cycle in the year 2016-17 and push theeconomy on a fast track growth. The Long term outlook for Indian economy is positivealthough the shortterm scenario appears cautiously optimistic.
Our Company will strive to improve profitability and growth through a strategy ofcontinued investment in capacity expansion and introduction of new products in itsmanufacturing business. In the Investment segment there may be pressure on account ofdeclining interest rates and NPA challenges. The Company will continue to deploy its fundsjudiciously in high yielding assets keeping capital protection in focus.
The Company participated at the Auto Expo 2016 at Pragati Maidan New Delhi in February2016. This is the largest exhibition for Automobile Show in Asia. The response fromDomestic as well as International customers was encouraging.
The Company entered into a Long Term Settlement with the workmen at its Paithan Plantfor a period of 3 years effective from January 2016.
After initial teething problems the production at the Company's Joint Venture viz.CompoAdvics (India) Pvt. Ltd. is getting stabilized. However in view of the highlycompetitive market conditions the Company was unable to reach its desired level ofproduction.
There were no changes in the nature of business of the Company during the year.Similarly there have been no material changes and commitments affecting the financialposition of the Company between the end of the Company's financial year to which thefinancial statements relate and upto the date of this report.
5. SHARE CAPITAL OF THE COMPANY
The paid up equity share capital of your Company is Rs. 49230000/- (Rupees FourCrores Ninety Two Lakhs Thirty Thousand only) divided into 4923000 Equity shares of facevalue of Rs. 10/- (Rupee Ten) each.
6. PRODUCTION RANGE
Your Company is engaged in the manufacture and marketing of fiber based FrictionMaterials consisting of Brake Liners Roll Linings Clutch Facings Disc Brake Pads usedin Heavy and Light Trucks Passenger Cars 2/3 wheelers off-road-vehicles andconstruction & Mining equipment. Composition Brake Blocks for the Railways are also animportant part of the Company's product portfolio.
7. MANAGEMENT DISCUSSION AND ANALYSIS
7.1 OPPORTUNITIES THREATS & BUSINESS OUTLOOK
Higher GDP growth on the back of lower crude prices and stable inflation haveresulted in a boost to the Indian economy. The increase in Industrial output has benefitedthe Company due to the increase in the demand of its products from the Commercial Vehiclesegment.
The global scenario however remains uncertain with slowing growth rates in largeeconomies like China Brazil and Russia over-shadowing the signs of modest recoveries ineconomies like the U.S. The economic outlook in Europe remains uncertain although Indiaremains a bright spot in this overall scenario.
The improvement in our GDP Growth and the prospects of a normal Monsoon in the currentfiscal year is likely to benefit the Company on account of expected increase in out-putfrom the Automotive sector. A higher growth rate in the commercial vehicle segment due tothe expected increase in industrial activity and higher demand from the Farm Tractorsegment because of increase in Agricultural out-put is likely to have a positive impact onthe Company's performance.
The Company is geared-up to meet this anticipated increase in demand throughinvestments made in the last year to increase its manufacturing capacity.
Whilst the Company remains cautiously optimistic in its outlook for the currentfinancial year the possibility of higher inflation due to increase in crude &commodity prices might adversely affect its manufacturing costs.
Declining interest rates and the Company's cautious approach towards fund deploymentmay affect investment income with lower yields.
7.2 RISKS AND AREAS OF CONCERN
The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and nonbusiness risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
Although market conditions are likely to remain competitive future success willdepend upon offering improved products through technology innovation and productivity. TheCompany continues to invest in these areas.
The investment activity of the Company remains robust and is expected to continue toenhance the Company's profitability.
7.3 HRD/INDUSTRIAL RELATIONS
The thrust of the Company's human resource development is to create a responsive andmarket-driven organization with emphasis on performance. Continuous appraisal of personnelcompetence in line with job requirements are carried out to provide for necessary trainingto personnel thereby facilitating higher levels of output and productivity. The industrialrelations at Paithan & Bhandara remain satisfactory.
8. SUBIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has a Joint Venture Company namely "Compo Advics (India) PrivateLimited". The company had no subsidiary or associate company during the year underreview.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a revisedstatement containing salient features of the financial statements of the Joint VentureCompany after consolidation in Form AOC 1 is attached to the Financial Statements of theCompany.
9. EXTRACTOF ANNUAL RETURN
An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure A.
10. DIRECTORS AND KMP
a) Retirement by rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 and Articles of Association of theCompany Mrs. Sakshi Mody (DIN: 06518139) Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible has offered herself forreappointment and your Board recommends her reappointment.
There were no appointments made on the Board of the Company since the last AnnualGeneral Meeting of the Company.
Mr. Varunn Mody have been re-appointed as Executive Director - Treasury & Strategyof the Company for a period of five years commencing from 17th January 2016 to16th January 2021 in the Board Meeting held on 15th January 2016.
Mr. P. K. Choudhary have been re-appointed as Managing Director of the Company forperiod from 1st July 2016 to 30th June 2019 in the Board meetingheld on 5h May 2016.
Re-appointment of Mr. Varunn Mody and Mr. P. K. Choudhary are subject to the approvalof Shareholders of the Company.
Mr. Varunn Mody Executive Director- Treasury and Strategy of the Company has resignedfrom the directorship of the Company w.e.f. closing hours of 31st March 2016.The Board places on record its sincere appreciation for the valuable contribution made byhim during his tenure as director of the Company.
d) Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Companyconfirming that they have met the criteria of independence as prescribed both underSection 149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
e) Annual Performance and Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit and Nomination & Remuneration Committees. TheBoard has devised questionnaire to evaluate the performances of each of executive andnon-executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board has from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas:
i. Attendance in Board Meetings and Board Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
iv. Providing perspectives and feedback going beyond information provided by themanagement.
The details of the programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link:http://www.hindcompo.com/investorrelations/documents/familiarisation-programes-forindependent- directors.pdf
f) Key managerial Personnels (KMP)
The Key Managerial Personnel of the Company are as follows:
|1. Mr. Raghu Mody ||Executive Chairman |
|2. Mr. R K. Choudhary ||Managing director |
|3. Mr. Sunil Jindal ||Chief Financial Officer |
|4. Mr. Amit Goenka ||V.R Finance & Company Secretary |
Mr. Varunn Mody Executive Director - Treasury and Strategy resigned from thedirectorship of the Company w.e.f. closing hours of 31st March 2016.
11. MANAGERIAL REMMUNERATION AND OTHER DETAILS:
The necessary details/disclosures of Ratio of Remuneration to each Director to themedian employee's remuneration and other details pursuant to the section 197(12) of theCompanies Act 2013 and as per Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure B.
12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
13. AUDIT COMMITTEE AND ITS COMPOSITION
As on 31st March 2016 the Audit Committee comprised of Mr. Deepak SethiMr. A. B. Vaidya Mr. Raghu Mody and Lt. Gen. (Retd.) K. S. Brar. Mr. Deepak Sethi isChairman of Audit Committee of the Company. Mr. Amit Goenka V. P. - Finance and CompanySecretary of the Company acts as Secretary of the Audit Committee.
The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control financial reporting process and vigil mechanism.
14. MEETINGS OF THE BOARD
The Board met six times during the year the details of which are given in theCorporate Governance Report. The intervening gap between the two consecutive meetings waswithin the period prescribed under the Companies Act 2013.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(5) of theCompanies Act 2013 state that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis;
(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
During the year under review the Company has not accepted or renewed any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Hence the Company isnot required to disclose details of the related party transactions in Form AOC-2 pursuantto clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules 2014.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. The web link of the same is as under:http://www.hindcompo.com/investor-relations/documents/related-party-transaction-policy.pdf
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDERSECTION 186
The details of loans or guarantee given or investment made during the year as requiredunder Section 186 of the Companies Act 2013 is given under Notes to Accounts of FinancialStatements.
19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
Pursuant to the provisions of Section 135 read with Companies (Corporate SocialResponsibility) Rules 2014 the Company has formed Corporate Social ResponsibilityCommittee and a Policy on Corporate Social Responsibility (CSR policy). As part of itsinitiatives under CSR the Company has undertaken project in the area of education. Thisproject is in accordance with Schedule VII of the Companies Act 2013.
The details as per the provisions of Rule 8 of Companies (Corporate SocialResponsibility) Rules 2014 is annexed herewith as Annexure C.
20. WHISTLE BLOWER/VIGIL MECHANISM POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance offraud and mismanagement if any. The mechanism also provides for adequate safeguardsagainst victimization of directors and employees who avail of the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee in the exceptional cases.The details of the Vigil Mechanism Policy is explained in the Corporate Governance Reportand also posted on the website of the Company. We affirm that during the financial year2015-16 no employee or director was denied access to the Audit Committee.
21. STATUTORY AUDITORS
M/s. Lodha & Company Chartered Accountants (Firm Registration No. 301051E)Mumbai the Statutory Auditors of the Company hold office until the conclusion of theensuing Annual General Meeting and are eligible for reappointment. The Company hasreceived a letter from them to the effect that they are willing to continue as StatutoryAuditors and if re-appointed their re-appointment would be within the limits prescribedunder Section 139 of the Companies Act 2013 and they are not disqualified from beingappointed as Auditors.
Your Directors recommend the re-appointment of M/s. Lodha & Company CharteredAccountants Mumbai as Statutory Auditors of the Company to hold office from theconclusion of the ensuing Annual General Meeting upto the conclusion of next AnnualGeneral Meeting of the Company and to audit financial statements for the financial year2016- 17.
22. SECRETARIAL AUDIT REPORT
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. M Baldeva Associates Company Secretaries Thane to undertake SecretarialAudit of the Company for the year 2015-16. The Secretarial Audit Report is annexedherewith as Annexure D.
23. INTERNAL AUDITOR
The Company has appointed M/s. Malpani & Associates Chartered Accountants Mumbaias its Internal Auditor. The Internal Auditor monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliances with operatingsystems accounting procedures and policies at all locations of the Company and reportsthe same on quarterly basis to the Audit Committee.
24. REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS
There was no qualification / adverse remark in the Statutory Audit Report.
The observations given in Secretarial Audit Report is self explanatory and do notrequire further comments.
25. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the following have been made a part of theAnnual Report and are attached to this report:
Corporate Governance Report
Auditors' Certificate regarding compliance of conditions of Corporate Governance
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.
27. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of business operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedures applicable laws and regulationsand that all assets and resources are acquired economically used efficiently andadequately protected.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Details regarding Conservation of energy technology absorption foreign exchangeearnings and outgo is given in Annexure E annexed herewith.
29. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has constituted an Internal Complaint Committee under Section 4 of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year one complaint was filed before the said Committee. A detailed enquiry wasconducted by the said Committee. After completion of the enquiry the Committee hadconcluded that the allegations and charges made by the complainant against the respondentdid not stand proved and the complaint stands closed.
30. DISCLOSURES PURSUANT TO REGULATION 14 OF SEBI (SHARE BASED EMPLOYEE BENEFITS)REGULATIONS 2014
A. Details related to GEBS
a) Date of Shareholders' approval:
Approved by the shareholders of the Company in the 5151 Annual GeneralMeeting held on IS1" September 2015.
b) Kind of benefits to be granted under the Scheme:
Providing assistance to meet medical expenses providing assistance/reimbursement tomeet cost of tuition and other fees and expenses in connection with providing highereducation/and professional courses providing assistance to meet marriage expenses tosponsor holidays trips and get-togethers and such other benefits as more particularlydescribed in object clause of the Trust Deed.
c) Beneficiaries of the Scheme:
Such persons who are in permanent employment of the Company for at least 5 years andare designated as Officers and Managers and their spouse parents and children who forthe time being are nominated to be a beneficiary as may be determined by the Nominationand Remuneration Committee from time to time but shall not include directors or promotersof the Company.
d) Total assets of the Scheme:
Rs. 114496720/- as per the audited Balance Sheet of the T rust as on 3151March 2016.
e) Quantum of holding in own shares / listed holding company shares (both absolute andin percentage):
234899 (4.77%) Equity Shares of Rs. 10/- each of the Company.
f) Whether scheme is in compliance of regulation 26(2)/27(3) of the Regulations asapplicable:
g) Variation in terms of Scheme:
B. Details related to Trust
i. General information of the schemes.
|Sr. No. Particulars ||Details |
|1 Name of the Trust ||Carnation Welfare Trust |
|2 Details of the Trustee(s) ||Mr. Chakrapani B. Mishra Practicing advocate Address: 402 Martins House 4th Floor Plot No. 5 St. Antony's Road Near OLPS Church Chembur (East) Mumbai -400071 |
| ||Mr. Snehal N. Muzoomdar Practicing Chartered Accountant Address: 52 Walchand Terraces Tardeo Air Conditioned Market Mumbai - 400034 |
| ||IDBI Trusteeship Services Limited Private Trust Address: Asian Building 17 R. Kamani Marg Ballard Estate Mumbai - 400001. |
|3 Amount of loan disbursed by the Company/ any company in the groupduring the year ||Nil |
|Amount of loan outstanding (repayable to the company/any company in the group) as at the end of the year ||Rs. 113000000/- |
|Amount of loan if any taken from any other source for which company / any company in the group has provided any security or guarantee ||Nil |
|Any other contribution made to the Trust during the year ||Nil |
ii. Brief details of transaction in shares by the Trust
|Sr. No. Particulars ||Details |
|A Number of shares held at the beginning of the year ||234899 |
|B Number of shares acquired during the year through (i) primary issuance (ii) secondary acquisition also as a percentage of paid up equity capital as at the end of the previous financial year along with information on weighted average cost of acquisition per share; ||Nil |
|C Number of shares transferred to the employees / sold along with the purpose thereof; ||Nil |
|D Number of shares held at the end of the year ||234899 |
iii. In case of secondary acquisition of shares by the Trust
|Number of shares ||As a percentage of paid-up equity capital as at the end of the year immediately preceding the year in which shareholders' approval was obtained |
|Held at the beginning of the year ||234899 |
| ||(4.77%) |
|Acquired during the year ||Nil |
|Sold during the year ||Nil |
|Number of shares ||As a percentage of paid-up equity capital as at the end of the year immediately preceding the year in which shareholders' approval was obtained |
|Transferred to the employees during the year ||Nil |
|Held at the end of the year ||234899 |
| ||(4.77%) |
31. DISCLOSURE PURSUANT TO SECTION 67 OF THE COMPANIES ACT 2013 READ WITH RULE 16(4)of THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES 2014:
Your Company has created a 'General Employee Benefits Scheme (GEBS) under anirrevocable Trust named as "Carnation Welfare Trust" on 20th June 2011 for thebenefit of its existing and future permanent employees except directors and promoters.The Scheme is established for the general welfare of the beneficiaries i.e. permanentemployees of the Company. Under the Scheme the Trust has purchased 234899 Equity Sharesof the Company from Secondary Market for a total consideration of Rs. 112956669/-. Asno shares are allotted or transferred to any employee or option to purchase of theseshares is given to any employee under this Scheme no voting rights are directly exercisedby employees of the Company on these shares. The trustees of the Trust are entitled toexercise vote on these shares however as restricted under Regulation 3(5) of theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014they have not exercised any voting rights on these shares on resolutions transacted at the51st Annual General Meeting held on 18*' September 2015.
32. CAUTIONARY STATEMENT
The statements in the Directors' Report and Management Discussion and Analysis cannotbe construed as holding out any forecasts projections expectations invitations offersetc. within the meaning of applicable securities laws and regulations. This Reportbasically seeks to furnish information as laid down within the different headings to meetthe Listing Agreement SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
The Directors would also like to place on record their sincere appreciation for thecontinued co-operation guidance support and assistance extended during the year underreport by our bankers customers suppliers and Government agencies. The Board ofDirectors wishes to express its appreciation for the valuable contribution made by theemployees at all levels during the year under report.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Raghu Mody |
|Date: 5th May 2016 ||Chairman |