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Hytone Texstyles Ltd.

BSE: 514258 Sector: Industrials
NSE: N.A. ISIN Code: INE926D01012
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Hytone Texstyles Ltd. (HYTONETEXSTYLES) - Director Report

Company director report

To

The Members

Your Directors present their 26th Annual Report of the Company along with auditedstatements of accounts for the financial year ended as on 31st March 2016. The summarisedfinancial results are given below.

1. SUMMARISED FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars For Period ended 31/03/2016 For Period ended 31/03/2015
1 Revenue from Operations 176.35 171.54
2 Other Income 24.31 16.29
3 Gross Income 200.67 187.83
4 Expenditure 150.98 119.59
5 Profit Before Interest & Depreciation 49.69 68.24
6 Finance Charges 1.01 1
7 Gross Profit before Depreciation 48.68 67.24
8 Depreciation 19.06 19.09
9 Net Profit Before tax 29.61 48.15
10 Provision for tax 4.40 0
11 Net Profit After Tax 25.21 48.15

2. Operations:

The Company is seeking business opportunities on a regular basis and will endeavour totake steps to revive the business subject to market conditions. In the meantime Companyearned its income by way of rental income.

3. Dividend:

In view of inadequate profit the Directors are unable to recommend any dividend.

4. Directors and Key Managerial Personnel:

Mr. Dilip M. Khona and Sanjay K. Gala who are the Independent Director of the Companyhas submitted their declaration

5. Directors Responsibility Statement:

The Board of Director of the Company confirms that:

i. In preparation of the annual accounts the applicable accounting standards have beenfollowed. There are no material departures from the applicable accounting standards.

ii. Appropriate accounting policies have been selected and applied consistently andhave made judgements and estimates that are Reasonable and prudent so as to give true andfair view of the State of affair of the Company for the period ended 31st March 2016.iii. Proper and sufficient care has been taken for the maintenance of adequate accountingrecord in accordance with the Provisions of Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and Other irregularities; and

iv. The annual accounts have been prepared on a "going concern" basis.

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

6. Number of Meeting of the Board

Seven meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which also forms part of thisreport.

7. Board Evaluation:

The board of directors has carried out an annual evaluation of its own performanceBoard committee and individuals directors pursuant to the provisions of the Act and thecorporate governance requirement as prescribed by Securities and Exchanges Board of India(SEBI) under Listing Obligations and Disclosures Requirements (LODR) Regulations 2015.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration committee reviewed the performance of theindividual director on the basis of their contribution to the Board and committee meetingspreparedness on the issue to be discussed in the meeting and the inputs of directors inoverall meeting. In addition the chairman was also evaluated on the key aspects of hisrole.

In a separate meeting of Independent directors performance of non-independentdirectors performance of the board as whole and performance of the chairman wasevaluated taking into account the views of executive and non-executive directors.

8. Audit Committee:

The details pertaining to composition of audit committee are included in the corporategovernance report which forms the part of this report.

9. Auditors:

Pursuant to the provisions of section 139 of the Companies Act 2013 and the rulesframed there under Mr. Mulraj Gala Chartered Accountant was appointed as statutoryauditor of the company for three (03) years from 24th Annual General Meeting of thecompany held on 22nd September 2014 until the conclusion of 27th Annual General Meetingof company held in the year 2017 subject to ratification of their appointment at everyAnnual General Meeting.

10. Auditors report:

The report contain the qualification regarding the statutory dues which are payablerelating to property tax and water tax as below and there are no other reservation oradverse remarks in report.

Name of the Statute Nature of the Dues Amount (Rs.) Period to which the amount relates
Navi Mumbai Municipal Corporation Property Tax 10156767/- From 2005 to 2012
M.I.D.C. Water Tax 146484/- From 2005 to 2011

The board had discussed the same qualification in their meeting and get decide toresolve the qualification as soon as possible.

11. Secretarial report:

Secretarial auditor's remarks and Management explanation to auditor's remarks-

The Directors refers to the auditor's observations in the secretarial audit report andas required under section 204(1) of the Companies Act 2013 the company has obtained asecretarial audit report.

1. Non appointment of Company Secretary:

The board would like to bring to your notice that the company has been trying torecruit a Company secretary on best efforts basis since a long time but the company hasnot been successful in doing so because of financial constraints.

2. Publication of results audited and unaudited in news paper

The company has not been doing that since the financial position of the company doesnot allow Board to incur such expenditure keeping in mind that the results are madeavailable for investors and market through stock exchange.

3. Delay in submission of unaudited results

Because of some contingency company delayed in submission of quarterly audited orunaudited results to the stock exchange in some quarters.

4. Non appointment of Internal Auditor

Due to financial constraints the Board decided to appoint the internal auditor in nextfinancial year keeping in mind revival of the company in near future.

Report of the secretarial audit is given as an Annexure III which forms part of thisreport.

12. Transaction with related Parties:

None of the transactions with related parties falls under the scope of section 188(1)of the companies Act 2013. Information on transaction with related parties pursuant tosection 134(3)(h) of the companies Act 2013 read with rules 8(2) of theCompanies(Accounts) Rules 2014 are given in Annexure I in Form AOC-2 and the same formspart of this report.

13. Extract of Annual Return:

As provided under section 92(3) of companies Act 2013 the extract of annual return isgiven in Annexure II in the prescribed Form MGT-9 which forms part of this report.

14. Particulars of employee:

The information required under section 197 of the companies Act 2013 read with rule5(1) of the companies (Appointment and remuneration of managerial personnel) Rules 2014are given below:

Name of director Designation Ratio
Amrut T. Shah Chairman & Managing Director 8.11:1
Praful K. Dedhia Whole Time Director 8.11:1

B. Percentage increase in remuneration of each director and Key Managerial personnel

Name Designation % increase
Amrut T. Shah Chairman & Managing Director 0
Praful K. Dedhia Whole Time Director 0
Vijay Sagvekar Cheif Financial Officer 0

C. The Percentage increase in the median remuneration of the employee:10%

D. Total number of permanent employees : 09

E. The explanation on the relationship between average increase in remuneration andcompany performance:

The net profit for the year under review decreased by 52.36% as compared to previousyear so the company does not increase remuneration.

F. Comparison of remuneration of key managerial personnel against the performance ofthe company.

Name Designation CTC (As on 31st March 2015) % increase in CTC PAT (Rs in lac) % Decrease in PAT compared to previous year
Amrut T. Shah MD 1200000 0
Vijay Sagvekar CFO 407000 0 25.21 52.36

G. Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease or decrease in the market quotations of the shares of the company:

The variations in the market capitalisation of company can't calculate because thecompany is suspended from the stock exchange so it can't trade on daily basis in themarket.

H. Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in managerial remuneration:

Average increase in made in the salaries of employees other than the key managerialpersonnel during the year is 10% as on 31st March 2016. The remuneration paid to managingdirector and other key managerial personnel remain unchanged.

There are no other exceptional circumstances to increase in the remuneration of keymanagerial personnel and increase in the remuneration has in accordance with the company'spolicy.

I. Key Parameters for any variable component of remuneration availed by the directors:N.A.

J. The ratio of remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year: N.A.

K. The company affirms that the remuneration is as per the remuneration policy of thecompany.

15. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not applicable to any of employees of the company.

16. Disclosure requirement:

Corporate Governance:

As per Regulation 27 of SEBI (LODR) Regulations 2015 agreement entered in to with thestock exchange corporate governance report with auditor's certificate thereon andmanagement discussion and analysis are attached which forms part of this report.

Vigil Mechanism:

The company has formulated a whistle blower policy to provide Vigil mechanism foremployees including directors of company to report genuine concerns. The provisions ofthis policy are in line with the provisions of the section 177(9) of the companies Act2013 and Regulation 22 of SEBI

(LODR) Regulations 2015 agreement with stock exchange.

17. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:

Conservation of energy:

The Company has ceased to carry on any manufacturing activity. As such there is nothingfurther to report on Conservation of Energy and Technology Absorption.

Foreign Exchange:

The company has ceased to import-export of their product to foreign countries so thereis no foreign exchange earnings and outgo of the company. As such there is nothing furtherto report on foreign exchange earnings and outgo.

18. Disclosure by Directors:

The Directors on the board have submitted notice of interest under section 184(1)intimation under section 164(2) of companies Act 2013.

The Independent Directors of the Company had submitted their declaration in the FirstBoard meetings of the directors that they meet the criteria of the Independence asprovided in subsection 6 of section 149 of companies Act 2013.

19. Particulars of Loans Guarantees or Investments:

There were no loans guarantees or investments made by the company under section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

20. Deposits from public:

The company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

21. Management Discussion and Analyses:

Pursuant to Regulation 34 of SEBI (LODR) Regulations 2015 Agreement with the BombayStock Exchange Limited the Management Discussion and Analysis (MDA) is required to beannexed to this report. There is nothing to mention in this report as the company hasdisposed off its assets of its plant and machinery pertaining to the Textile Division. Sothe company has not annexed the Management Discussion and Analysis to the board report.

22. Risk Management policy:

The company does not have any risk management policy as the elements of riskthreatening the company's existence are very minimal.

23. Acknowledgement:

Your Directors place on record their deep sense of appreciation of the dedication ofthe Company's employees at all levels and are confident they will maintain theircommitment to excellence in the coming years.

Your Directors also express their deep appreciation of the support received from theGovernment and other Regulatory authorities.

Your Directors also thank you our valued shareholders the Financial InstitutionBanks Dealers Agents and customers for their continued trust in the Company and itsmanagement.

For and on behalf of the Board
Amrut T. Shah
Place: Navi Mumbai. Chairman & Managing Director
Date : 02nd September 2016 DIN No. : 00259420