You are here » Home » Companies » Company Overview » Himatsingka Seide Ltd

Himatsingka Seide Ltd.

BSE: 514043 Sector: Industrials
BSE 00:00 | 20 Jan 250.85 -6.35






NSE 00:00 | 20 Jan 250.85 -5.95






OPEN 248.75
VOLUME 23273
52-Week high 311.95
52-Week low 132.00
P/E 12.59
Mkt Cap.(Rs cr) 2,470
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 248.75
CLOSE 257.20
VOLUME 23273
52-Week high 311.95
52-Week low 132.00
P/E 12.59
Mkt Cap.(Rs cr) 2,470
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Himatsingka Seide Ltd. (HIMATSEIDE) - Director Report

Company director report

Your Directors are pleased to present the Thirty Sixth Annual Report on the operationsand performance of your Company together with Audited Financial Statements and Auditor'sReport for the year ended March 31 2021.


The 3nancial highlights for the year under review are given below:

Particulars Standalone Consolidated
3 2020-21 2019-20 Change % 2020-21 2019-20 Change %
Revenue from Operations 168191 160076 5.07 225832 235793 (4.22)
Other Income 2805 8725 (67.85) 1421 6172 (76.98)
Total Revenue 170996 168801 1.3 227253 241965 (6.08)
EBITDA 33412 47264 (29.31) 30317 47931 (36.75)
EBITDA Margin (%) 19.87% 29.53% (32.71) 13.42% 20.33% (33.99)
EBIT 22525 38152 (40.96) 15072 35310 (57.32)
Pro3t before exceptional items 8133 22987 (64.62) (2648) 15838 (116.72)
Exceptional Item - 1142 - 7321
Pro3t before tax 8133 21845 (62.77) (2648) 8517 (131.09)
Tax Expense 2757 7181 (61.61) 2686 7192 (62.65)
Pro3t after tax 5375 14664 (63.35) (5335) 1325 (502.6)


The Consolidated Total Revenue for Financial Year 2020-21 decreased by 6.08% and stoodat Rs 227252 lacs and the Consolidated EBITDA decreased by 36.75% and stood at Rs 30317lacs.

Some key highlights of FY 21 are as follows:

• The operations at all four manufacturing facilities of the Company were impactedduring the 3rst half of the 3scal on account of the lockdowns imposed by the Central andState Governments owing to the Covid-19 pandemic. In addition other disruptions includingbut not limited to workforce unavailability supply chain congestion and logisticalinterruptions hampered our operations. This directly impacted both the ConsolidatedRevenues and Consolidated EBITDA for the Financial Year 20-21.

• During the 3scal the Consolidated Total Revenue and Consolidated EBITDA werefurther impacted as the scheduled announcement by the Government of India on the proposedRoDTEP (Remission of Duties and Taxes on Export Products) Scheme that was to replace theRoSCTL (Rebate of State and Central Levies and Taxes) scheme e3ective 1st January 2021 wasdelayed and hence export incentives for Q4 FY21 were unable to be accounted for.

• Revenues from Brands during the FY 21 stood at Rs 179829 lacs as compared to Rs212200 lacs in FY 20.

• The ramping up of capacity utilization at our new Terry towel plant located inHassan Karnataka progressed well. The utilization levels increased from 35% in 3scal 2020to 70% by end of 3scal 2021. This was achieved despite all the challenges that prevailedduring the 3scal.


There was no change in the nature of business carried out by the Company during theperiod under review.


The Company during the period under review has not issued and/or allotted any shareswith/ without di3erential voting rights as per Section 43 of Companies Act 2013 read withRule 4(4) of the Companies (Share Capital and Debentures) Rules 2014. The AuthorizedShare Capital of the Company is 3 670000000/- divided into 134000000 Equity Sharesof 3 5 /- each and the Paid-up Capital of the Company is 3 492285800/- divided into98457160 Equity Shares of 3 5/- each.


The Board has recommended a dividend of 10% (3 0.5 per equity share) for the 3nancialyear ended March 31 2021 subject to approval by the shareholders at the ensuing AnnualGeneral Meeting.


During the year the Company has not transferred any amount to Reserves.


As on March 31 2021 the Company had the following subsidiaries and Joint Ventures:


• Himatsingka Wovens Private Limited (wholly owned subsidiary)

• Himatsingka Holdings NA Inc. (wholly owned subsidiary)

• Himatsingka America Inc. (step down wholly owned subsidiary)

Joint Venture

• Twill & Oxford LLC*

*Twill & Oxford LLC ("T&O") Joint Venture Company based out of Dubaihas 3led for voluntary liquidation and is currently undergoing liquidation under the lawsof Dubai.

In furtherance with the strike o3 application 3led with the local statutory authorityin United Kingdom Himatsingka Europe Limited has been dissolved with e3ect fromSeptember 22 2020.

Consolidated Financial Statements

As required under section 129(3) the Company has prepared consolidated 3nancialstatements which form a part of the Annual Report. The consolidated 3nancial statementspresented by the Company include the 3nancial results of its subsidiary companies.Further a statement containing the salient features of the 3nancial statements of itssubsidiaries in Form AOC-1 is annexed to this report as Annexure 1. Pursuant tosection 136 of the Companies Act 2013 the Annual Report of your Company containing interalia 3nancial statements including consolidated 3nancial statements and 3nancialstatements of the subsidiaries are available on the Company's website


As required under the Companies Act 2013 the draft of Annual Return for the year 2021is available on the website of the company -


The Company has not accepted any deposits from the public during the year as per theprovisions of the Companies Act 2013.


Composition of Board and changes thereto

As on March 31 2021 the Board of the Company comprised of 8 (Eight) Directors ofwhich 4 (Four) were Independent Directors 1(One) was Nominee Director 3(Three) ExecutiveDirectors of which 2(Two) were Promoter Executive Directors and 1 (One) was Non-PromoterExecutive Director. Following were the changes in the Board of Directors between the endof 3nancial year and the date of this report:

• Exim Bank has withdrawn the candidature of Ms. Manjiri Bhalerao (DIN: 02300546)as Nominee Director with e3ect from April 30 2021.

• The designation of Mr. V. Vasudevan (DIN: 07521742) was changed from Whole timeDirector to Non-Executive Director of the Company with e3ect from May 29 2021. Mr. V.Vasudevan continues to be Non-Independent Director and the term of appointment is for aperiod of 2 years subject to approval of shareholders at the ensuing Annual GeneralMeeting and he shall be liable to retire by rotation.

Mrs. Sangeeta Kulkarni (DIN: 01690333) was re-appointed as Independent Director forsecond term of 5 years with e3ect from May 21 2021 subject to the approval ofshareholders at the ensuing Annual General Meeting.

Board Meetings

The Board met 6 (Six) times during the year under review.

MCA through General Circular No. 11/2020 dated March 24 2020 inter-alia granted onetime relaxation to hold Board Meeting with a gap of 180 days instead of 120 days betweentwo quarters. Correspondingly the gap between the last Board Meeting of the FinancialYear 2019-20 and the 3rst Board Meeting of this Financial Year was 146 days. The gapbetween all other Board Meetings did not exceed 120 days as prescribed under CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(‘Listing Regulations'). The details of the meetings and attendance thereof areprovided in the Corporate Governance Report forming part of the Annual Report.

Board Committees

The details pertaining to the composition of Board Committees are included in theCorporate Governance Report which is part of the Annual Report.

The details of the Composition of CSR Committee the CSR Policy and the CSR spendinghave been elaborated in the Annexure-2 to this report.

Re-appointment of Director retiring by rotation

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. D.K. Himatsingka Executive Chairman (DIN: 00139516)retires by rotation and being eligible o3ers himself for re-appointment as a Director.His re-appointment will be considred at the ensuing Annual General Meeting for seekingapproval of shareholders.

Declaration by Independent Directors

The Company has received from each of its Independent Directors the declaration asstipulated under Section 149(7) of the Companies Act 2013 and Regulation 25(8) of ListingRegulations con3rming that the Director meets the criteria of independence as laid downunder section 149(6) of the Companies Act 2013 and Regulation 16(b) of ListingRegulations. The Independent Directors have also declared compliance with Rule 6(1) andRule 6(2) of the Companies (Appointment and Quali3cation of Directors) Fifth AmendmentRules 2019.

Directors' Responsibility Statement

As required by the provisions of Section 134(3)(c) of the Companies Act 2013 we theDirectors of Himatsingka Seide Limited con3rm the following:

a) in the preparation of the Annual Financial Statements for the year ended March 312021 the applicable Accounting Standards have been followed along with proper explanationrelating 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 a3airs of the Company at the end of the Financial Year 2020-21and of the pro3t of the Company for that period;

c) the Directors have taken proper and su3cient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Annual Financial Statements have been prepared on a Going Concern basis;

e) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating e3ectively; and

f) the Directors have laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatinge3ectively.

Key Managerial Personnel (KMP)

During the period under review Mr. Sridhar Muthukrishnan was appointed as the CompanySecretary and Compliance O3cer of the Company with e3ect from July 4 2020. Mr. AshokSharma ceased to be the Company Secretary and Compliance O3cer of the Company with e3ectfrom July 4 2020.

The designation of the Mr. V. Vasudevan (DIN: 07521742) was changed from Whole TimeDirector to Non-Executive Director of the Company with e3ect from May 292021 andconsequently he ceased to be a KMP of the Company.

Board Performance Evaluation

The Company has during the year conducted an evaluation of the Board as a whole itsCommittees and the individual Directors including the Independent Directors. Theevaluation was carried out through di3erent evaluation forms which covered among othersthe evaluation of the Composition of the Board/committee its e3ectiveness activitiesgovernance and with respect to the Chairman and the individual Directors theirparticipation integrity independence knowledge impact and in3uence on the Board. TheIndependent Directors of the Company also convened a separate meeting and evaluated theperformance of the Board the Non-Independent Directors and the Chairman.

33. AUDITORS AND AUDITORS' REPORTS a) Statutory Auditors

The report of Statutory Auditors M/s BSR and Co. LLP Chartered Accountants forF.Y-2020-21 (appearing elsewhere in the Annual Report) does not have any quali3cationreservation or adverse remarks. Pursuant to the provisions of section 139 of the CompaniesAct 2013 and the rules framed thereafter M/s BSR and Co. LLP Chartered Accountantswere appointed as Statutory Auditors of the Company and are to hold o3ce until theconclusion of the 37th Annual General Meeting of the Company.

b) Secretarial Auditor

The Company has appointed Mr. Vivek Bhatt Company Secretary in Practice Bengaluru toconduct the secretarial audit as required under section 204 of the Companies Act 2013.The report appended as Annexure 3 to this report. The report does not have anyquali3cation reservation or adverse remarks.

c) Secretarial Compliance Report

The Company has appointed Mr. Vivek Bhatt Company Secretary in Practice Bengalurufor issuing Annual Secretarial Compliance Report under Regulation 24A of ListingRegulations which is appended as Annexure 4 to the Board's Report.

d) Cost Auditors

Since the Company's export revenue in foreign exchange for the FY 2020-21 was greaterthan 75% (seventy 3ve percent) of the total revenue of the Company the Company fallswithin the exemption speci3ed in Clause 4(3) of the Companies (Cost Records and Audit)Rules 2014. In view of this there is no requirement to furnish cost audit of costrecords of the Company for its units at Hassan and Doddaballapur.

e) Internal Auditors

Pursuant to the provisions of section 138 of the Companies Act 2013 the Board ofDirectors of the Company have reappointed Grant Thornton India LLP for carrying out theInternal Audit of the Company for the FY 2021-22. The Audit Committee of the Board ofDirectors in consultation with the Internal Auditor formulates the scope functioningperiodicity and methodology for conducting the internal audit.

f) Internal Financial Controls (IFC)

The Board reviews the e3ectiveness of controls as part of IFC framework. There areregular scheduled reviews that cover controls process level controls fraud risk controlsand Information Technology environment. Based on this evaluation no signi3cant eventshave been noticed during the year that have materially a3ected or are reasonably likelyto materially a3ect our IFC. The management has also come to a conclusion that the IFCand other 3nancial reporting was e3ective during the year and is adequate considering thebusiness operations of the Company. The Statutory Auditors of the Company have audited theIFC over Financial Reporting and their Audit Report is annexed as Annexure A to theIndependent Auditors' Report under Standalone Financial Statements and ConsolidatedFinancial Statements.

g) Fraud Reporting

There have been no instances of fraud reported by Auditors under section 143(12) of theCompanies Act 2013 and the Rules framed thereunder either to the Company or to theCentral Government.


The particulars of loans made guarantees given investments made and securitiesprovided as per the provisions of Section 186 of the Companies Act 2013 and the relevantrules made thereunder are given in the notes to the standalone 3nancial statements.


All transactions entered into by the Company with its related parties are at arm'slength and in the ordinary course of business. However the list of material related partytransactions as per the Company's policy on related party transactions as required under3ule 8(2) of Companies (Accounts) Rules 2014 is annexed to the Board's Report asAnnexure 5.


There are no signi3cant or material orders passed by Regulators/ Courts during the yearunder review.


A statement containing the necessary information on Conservation of energy Technologyabsorption and Foreign exchange earnings and outgo stipulated under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 isannexed to this report as Annexure-6.


The Company has developed and implemented a comprehensive Risk Management Policy andframework to counter and mitigate the various risks encountered by the Company. In termsof the provisions of Section 134 of the Companies Act 2013 a Risk Management Report isset out elsewhere in this Annual Report.


The remuneration of Directors is given herein below:

Director DIN Sitting fees Salaries and Perquisites Pro3t linked Commission Total Ratio to Median remuneration of employees Percentage increase/decrease over previous year
Mr. D K Himatsingka 00139516 Nil 142.20 Nil 142.20 84.02:1 (83.21)
Mr. Shrikant Himatsingka 00122103 Nil 142.20 Nil 142.20 84.02:1 (83.21)
Mr. V. Vasudevan* 07521742 Nil 131.25 Nil 131.25 - (26.78)
Mr. Rajiv Khaitan 00071487 5.25 Nil 10.00 15.25 9.01:1 (45.54)
Mrs. Sangeeta Kulkarni 01690333 3.75 Nil 10.00 13.75 8.12:1 (40.22)
Mr. Pradeep Bhargava 00525234 5.63 Nil 10.00 15.63 9.24:1 (39.88)
Mr. Raja Venkataraman 00669376 4.88 Nil 10.00 14.88 8.79:1 56.63
Ms. Manjiri Bhalerao ** 02300546 3.75 Nil Nil 3.75 2.22:1 (31.82)

* Change in designation of Mr. V. Vasudevan and terms of appointment w.e.f. May 292021.

** EXIM Bank withdrew the nomination of Ms Manjiri Bhalerao as Nominee Director w.e.f.April 30 2021.

In the remuneration mentioned above the sitting fees salaries and perquisites formthe 3xed component of the total remuneration and the commission is a variable componentlinked to the performance of the Company. b) Percentage Increase / Decrease in theRemuneration of the Key Managerial Personnel (other than Directors mentioned above)

Key Managerial Personnel Designation Percentage increase/decrease in the remuneration if any
Mr. K.P. Rangaraj President - Finance and Group CFO (24.58% )
Mr. Ashok Sharma* SVP - Finance & CFO (Strategic Finance) & CS (76.86%)
Mr. Sridhar Muthukrishnan** Company Secretary & Compliance O3cer N.A.

* Ceased to be Company Secretary w.e.f. July 4 2020. **Designated as Company Secretaryw.e.f. July 4 2020.

c) The percentage increase in median remuneration of the employees is 0.27%

d) The number of permanent employees in the rolls of the Company is 8129

e) The average decrease in the salaries of managerial personnel during the year was76.60% and the average decrease in the salaries of employees other than managerialpersonnel was 21.42%.

f) The variable component of remuneration were not availed by the Executive Directorsduring the year.

g) During the year there were three employees (including KMP) whose remuneration washigher than that of the highest paid director. This was primarily due to reduction inremuneration of Executive Directors during the year 2020-21 owing to pandemic. Theremuneration of Executive Directors has been reinstated with e3ect from April 1 2021.

h) It is hereby a3rmed that the remuneration paid during the year is as per theNomination and Remuneration Policy of the Company.

i) Information as per Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014: The Statement containing names of top ten employees interms of remuneration drawn and particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Shall be provided to the shareholders upon a requestmode to the Company Secretary. Further the Annual report is being sent by email to themembers excluding the aforesaid Annexure in terms of Section 136 of the Act. Anyshareholder interested in obtaining a copy of the same may write to the Company Secretary.


Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount of the IEPF Authority. During the year the Company has transferred the unclaimedand unpaid dividends of 3 597039. Further 3416 corresponding shares on which dividendswere unclaimed for seven consecutive years were transferred as per the requirements of theIEPF Rules. Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid accountup to the year and the corresponding shares which are liable to be transferred areprovided in the Shareholder Information section of Corporate Governance Report and arealso available on our website -


The Company's assets are subject to risks/ peril and are adequately insured. TheCompany has also taken a Directors & O3cers Liability Policy to provide coverageagainst the liabilities arising on them. The Policy extends to all Directors and O3cers ofthe Company and its Subsidiaries.


a) Whistle Blower Mechanism

As a conscious and vigilant organization Himatsingka Seide Limited believes in theconduct of the a3airs of its constituents in a fair and transparent manner by adoptingthe highest standards of professionalism transparency and ethics.

In its endeavour to provide its employees a secure working environment the Company hasestablished a "Whistle Blower Policy" as required under the Companies Act 2013and Listing Regulations and the same is also available on the Company's website -

The Company Secretary of the Company has been designated as the Chief Compliance O3cerunder the policy and the employees can report any instance of unethical behaviour fraudand/or violation of the Company's code of conduct or policy to the Chief Compliance O3cer.The Company has put in place adequate measures for visibility of the Whistle Blower Policyto employees and stakeholders at the workplace and the plants. In exceptional andappropriate cases an employee can make direct appeal to the Audit Committee Chairman. Thecontact details of the Audit Committee Chairman are also available in the Whistle BlowerPolicy. During the year under review no complaints were received under this mechanism.

b) Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company is committed to provide a safe and secure work environment to all itsemployees. All employees (permanent contractual temporary trainees) are covered underthis policy. Therefore any discrimination and/or harassment in any form is unacceptableand the Company has in place a Prevention of Sexual Harassment Policy and an InternalComplaints Committee as per the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the year under review nocomplaints were received.

c) Nomination and Remuneration Policy

The Company has formed a Nomination and Remuneration Committee as required underSection 178 of the Companies Act 2013 and Regulation 19 of Listing Regulations. TheCommittee has formulated a policy as required under Section 178(3) of Companies Act 2013and Regulation 19 read with Schedule II to the Listing Regulations stipulating thecriteria for determining quali3cations positive attributes and independence of a directorand also the criteria relating to the remuneration of the directors key managerialpersonnel senior management personnel and other employees and their performanceevaluation. Pursuant to the proviso of sub-section (4) of Section 178 of the CompaniesAct 2013 the aforesaid policy is available on the Company's website -

d) Dividend Distribution Policy

The Board of Directors of the Company have adopted a Dividend Distribution Policy asrequired under Regulation 43A of Listing Regulations. The Policy is available at thewebsite of the company -

e) Policy for determining material subsidiaries

As required under Regulation 24 of Listing Regulations the Company has adopted apolicy for determining material subsidiaries. The policy has been disclosed on theCompany's website -

f) Policy on Related Party Transactions

The Company has also formulated a policy on dealing with Related Party Transactions asrequired under Regulation 23 of Listing Regulations. The same is available on theCompany's website -

g) Corporate Social Responsibility

Corporate Social Responsibility (CSR) is central to the operating philosophy of theCompany and it is the Company's constant endeavour to ensure that its businesses upholdthe highest standards of governance and compliance. It aims to deliver sustainable valueto society at large as well as shareholders. In keeping with its philosophy the Companyhas set up a CSR Committee that identi3es CSR projects and overlooks supervises andprovides guidance for the implementation of the projects. The CSR Committee exploresvarious activities based on the thrust areas 3lters and shortlists projects for CSRactivities with the approval of Board of Directors. The company's CSR activities envisageinitiatives primarily in the areas of health education environmental protectioncommunity development and sanitation among others.


The Company complies with the corporate governance code as prescribed by the stockexchanges and the Securities and Exchange Board of India (SEBI). The detailed report oncorporate governance forms a part of the Annual Report and the Corporate Governance Reportalong with the Auditors Certi3cate on compliance with the mandatory recommendations oncorporate governance is available in a separate section.


In terms of Regulation 34 of SEBI Listing Regulations the Management Discussion andAnalysis Report (MDA) forms part of the Annual Report outlining the International andDomestic economic outlook key developments in the International and Domestic TextileIndustries etc.


The Listing Regulations mandate the inclusion of the BRR as part of the Annual Reportfor the top 1000 listed entities based on market capitalization. As per the marketcapitalization on March 31 2021 the Company is within the purview of top 1000 listedcompanies. The Business Responsibility Report is in line with the key principlesenunciated in the ‘National Voluntary Guidelines on Responsible Business Conduct'framed by the Ministry of Corporate A3airs. It forms part of the Annual Report.


Your Directors wish to place on record their appreciation of the continuous e3orts madeby all employees in ensuring excellent all-round operational performance. We also wish tothank our Customers Vendors Shareholders and Bankers for their continued support. YourDirectors would like to express their grateful appreciation to the Central Government andGovernment of Karnataka for their continued co-operation and assistance.

For and on behalf of the Board
Place: Bengaluru D.K. Himatsingka
Date: 31 July 2021 (Executive Chairman)