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Hindusthan Udyog Ltd.

BSE: 513039 Sector: Engineering
NSE: N.A. ISIN Code: INE582K01018
BSE 05:30 | 01 Jan Hindusthan Udyog Ltd
NSE 05:30 | 01 Jan Hindusthan Udyog Ltd

Hindusthan Udyog Ltd. (HINDUDYOG) - Director Report

Company director report


Your Directors have pleasure in presenting Twenty Fourth Annual Report for thefinancial year 2014-2015 along with Audited Balance Sheet and the Statement of Profit andLoss Account for the year ended on 31st March 2015.


The financial performance of your Company for the year ended 31st March2015 is summarized below:

(Rs. In Lakhs)

Particulars Year Ended 31st March 2015 Year Ended 31st March 2014
Income from operations 4328.01 5687.49
Profit before Finance Cost & Depreciation 415.07 366.33
Finance Cost (281.73) (241.71)
Depreciation (78.03) (44.33)
Profit Before tax 55.31 80.29
Tax Expenses:
Current Tax - -
Deferred tax expense / (credit) 10.48 20.80
Prior Year Tax Adjustments (1.11) -
Profit for the year 45.94 59.49


To conserve the resources your Directors do not recommend any Dividend for the yearunder review.


There is no amount has been proposed to carry to Reserves.


The Company's main business is of manufacturing adhesive tapes and plastic ropes.


The Company is proactively responding to the changing business environment and isconfident of sustaining its market share by improving competitive position in the market.The overall business outlook for the Company is promising with improvement in overalleconomic environment. Efforts towards higher operational efficiencies shall continue. TheCompany continues to examine the possibilities of expansion and will make the necessaryinvestments when attractive opportunities arise.

The BOPP Adhesive Tapes are used for packaging. It is consumed daily in largequantities by all industrial and commercial organisations. From packing courier covers andbags to packing of pharmaceutical cartons everywhere the self adhesive tapes areconsumed. The consumption increases in line with the improved standard of living andbusiness activity in the society. Therefore the consumption of this product is bound toincrease further.


The Company has achieved an Export Turnover of Rs. 1245.79 Lacs compared to previousyears Rs. 1101.22 Lacs.


Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

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 as at March 31 2015 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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 are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.


Shri. Kamal Arora and Shri. Jaspal Singh Bhasin resigned from the post of Directorsw.e.f. 12th August 2015. The Board of Directors places on record itsappreciation for the valuable contribution made by Shri. Kamal Arora and Shri. JaspalSingh Bhasin during their tenure with the Company.

Further due to resignation of Shri. Kamal Arora none of the Directors retires byrotation at the ensuing Annual General Meeting. Smt. Mridu Arora and Shri. Nitin Rane wereappointed as an Additional Director of the Company w.e.f. 12th August 2015.Pursuant to Section 161 of the Companies Act 2013 Smt. Mridu Arora and Shri. Nitin Raneholds office upto the date of ensuing Annual General Meeting of the Company. The Companyhas received notice alongwith the requisite deposit from the member of the Company fortheir appointment as Director of the Company. The Board of Directors recommends theirappointment as the Director of the Company.

Further in terms of Sections 149 152 read with Schedule IV of the Companies Act2013 the Board of Directors ("the Board") have reviewed the declaration made byShri. Nitin Rane that he meet the criteria of independence as provided in Section 149(6)of the Companies Act 2013 and the Board is of opinion that he fulfill the conditionsspecified in the Companies Act 2013 and the rules made thereunder and is independent ofthe management. The Board of Directors recommends his appointment as an IndependentDirector for period of five years not liable to retire by rotation.

The Company has also received declaration from Shri. Manish Nanda Independent Directorof the Company confirming that he meets with the criteria of independence as prescribedboth under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Shri. Sandeep Arora Managing Director of the Company was designated as Whole-time KeyManagerial Personnel of the Company w.e.f. 12th August 2014.

Shri. Shivcharan Girker was appointed as Chief Financial Officer of the Company and wasdesignated as Whole-time Key Managerial Personnel of the Company w.e.f. 12thAugust 2014.

Shri. Amish Ashar was appointed as Company Secretary of the Company and was designatedas Whole-time Key Managerial Personnel of the Company w.e.f. 10th March 2015.However Shri. Amish Ashar resigned from the post of Company Secretary w.e.f. 6thJune 2015 the Board of Directors places on record its appreciation for the valuablecontribution made by him during his tenure with the Company.

The Composition of the Board and KMP as on date is as under:

(1) Shri. Sandeep M. Arora - Managing Director (KMP)
(2) Smt. Mridu Arora - Non-executive Director
(3) Shri. Manish Nanda - Non-executive Independent Director
(4) Shri. Nitin Rane - Non-executive Independent Director
(5) Shri. Shivcharan Girker - Chief Financial Officer (KMP)

The details of programmes for familiarisation 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.

The following policies of the Company are put up on the website of the Company

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors Key Managerial Personnel and other employees.


During the year under review The Board of Directors duly met Seven times on 29thMay 2014; 5th June 2014; 28th July 2014; 12th August2014; 22nd September 2014; 12th November 2014 and 12thFebruary2015.


The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of the Act. Theperformance of the Board was evaluated by the Board after seeking inputs from all theDirectors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee 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 ("NRC") reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive Directors and nonexecutiveDirectors. The same was discussed in the Board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual Directors was also discussed.


The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) 2014 is furnished in Annexure I andis attached to this Report.


The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.


The Audit Committee comprises of Members namely of Shri. Jaspal Singh Bhasin(Chairman) Shri. Manish Nanda and Shri. Sandeep Arora. All the recommendations made bythe Audit Committee were accepted by the Board.

However The Board of Directors re-constituted the Audit Committee after theresignation of Shri. Jaspal Singh Bhasin w.e.f. 12th August 2015. The AuditCommittee now comprises of Members namely Shri. Manish Nanda (Chairman) Shri. Nitin Raneand Shri. Sandeep Arora.


The terms of office of M/s. K S Sanghvi and Co. Chartered Accountant as the Auditorsof the Company will expire at the conclusion of the ensuing Annual General Meeting of theCompany. M/s. K S Sanghvi and Co. expressed their unwillingness for re-appointment asAuditors of the Company.

On the request of the Company M/s. Rohan Agrawal & Co Chartered Accountant Mumbaiconsented to get appointed as the Statutory Auditor of the Company at the ensuing AnnualGeneral Meeting. The Company has also received a certificate from M/s. Rohan Agrawal &Co Chartered Accountant to the effect that their appointment if made would be withinthe prescribed limits under Section 141 of the Companies Act 2013. The members arerequested to appoint M/s. Rohan Agrawal & Co Chartered Accountant in place of M/s. KS Sanghvi and Co and authorize the Board to fix their remuneration.

Auditors Emphasis/Remarks/Observations in the Audit Report:

a) With regards to Emphasis of Matter in the Auditors Report your Directors like tostate as under:-

The Company is in process of identifying various opportunities to generate funds forgrowth and expansions.

b) Point No. 9 f. iii. of the Auditors Report is self explanatory.


The Board has appointed Shri. Prashant Diwan Practising Company Secretary to conductSecretarial Audit for the financial year 2014-15. The Secretarial Audit Report for thefinancial year ended March 31 2015 is annexed herewith marked as Annexure II tothis Report. As regards the observations made in Secretarial Audit Report the Directorsstate as under:- The Company has instructed its bankers to transfer the fund to theInvestor Education and Protection Fund Account. However the Bankers of the Company havenot initiated the process of transfer of the funds to the Investor Education andProtection Fund.


The Company has not accepted any Deposits from the Public during the year.


The Company has not made any loans or advances or investments or provided securities toother bodies corporate during the year. However the Company has given CorporateGuarantees of Rs. 49000000 to M/s. Sonal Impex Ltd during the year which is withinlimit specified under section 186 of the Companies Act 2013.


There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.


The Company do not have any Subsidiary Joint Venture and Associate Company.


The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in AnnexureIII to this Report.


The particulars of employees required to be furnished pursuant to Section 197(12) ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure IV to thisReport. However as per the provisions of Section 136 of the Companies Act 2013 theAnnual Report is being sent to all members of the Company.

During the year under review none of the employees of the Company was in receipt ofremuneration aggregating Rs. 6000000/- or more per annum if employed throughout theyear or Rs. 500000/- or more per month in case employed for part of the year. Hencethere are no particulars to be annexed to this report as required under sub-rules 2 and 3of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.


The Company is committed to good corporate governance in line with the ListingAgreement and Hindusthan Udyog Ltd. corporate governance norms. The Company is incompliance with the provisions on corporate governance specified in the Listing Agreementwith the Bombay Stock Exchange Limited same is given in the Annexure V which formpart of the Directors' Report.

A certificate of compliance from Mr. Prashant Diwan Practicing Company Secretary andthe report on Corporate Governance form part of this Directors' Report.


A brief note on Management Discussions and Analysis of the results for the year underreview is given in Annexure VI which forms part of the Directors' Report.


Your Directors state that the provisions of Section 135 of the Companies Act 2013regarding the provisions Corporate Social Responsibility is not applicable to the Companyas the Company is not falling under the said parameters.


The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or to theChairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policymay be accessed on the Company's website.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report except that the Account of the Company is declared NonPerforming Asset by State Bank of India.

2. The Company does not have any Risk Management Policy as the element of riskthreatening the Company's existence is very minimal.

3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

4. Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.


Your Directors take this opportunity to thank all employees of the Company for theirhard work dedication and commitment and appreciate the co-operation received from theBankers and other Government authorities during the year under review.

For and on behalf of the Board
Sandeep Arora
Place: Mumbai Chairman & Managing Director
Dated: 12th August 2015 DIN: 00176939