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Hindoostan Mills Ltd.

BSE: 509895 Sector: Industrials
NSE: N.A. ISIN Code: INE832D01020
BSE 00:00 | 19 Sep 194.90 -9.40
(-4.60%)
OPEN

194.50

HIGH

204.00

LOW

194.50

NSE 05:30 | 01 Jan Hindoostan Mills Ltd
OPEN 194.50
PREVIOUS CLOSE 204.30
VOLUME 102
52-Week high 419.00
52-Week low 176.05
P/E
Mkt Cap.(Rs cr) 32
Buy Price 195.05
Buy Qty 5.00
Sell Price 204.00
Sell Qty 10.00
OPEN 194.50
CLOSE 204.30
VOLUME 102
52-Week high 419.00
52-Week low 176.05
P/E
Mkt Cap.(Rs cr) 32
Buy Price 195.05
Buy Qty 5.00
Sell Price 204.00
Sell Qty 10.00

Hindoostan Mills Ltd. (HINDOOMILLS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 114th Annual Report together with the AuditedFinancial Statements for the year ended March 31 2018.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2018 is summarizedbelow:

(Rs in lakhs)
Current Year Ended 31.03.2018 Previous Year Ended 31.03.2017
Gross Profit before Interest
Depreciation and Tax 411.30 241.29
Less: Finance Cost 234.69 266.53
Gross Profit after interest but before Depreciation 176.61 (25.24)
Less: Depreciation 1235.46 1243.06
Profit before Exceptional and
Extraordinary Items and Tax (1058.85) (1268.30)
Add: Exceptional Items (3.85) (77.82)
Add: Extraordinary Items -- --
Profit/(Loss) before Taxation (1062.70) (1346.12)
Less: (Excess) / Short Provision of Tax of earlier year (3.69) 9.69
Profit / (Loss) after Tax (1059.01) (1336.43)
Balance brought forward from last year -- --
Add: Transfer from General
Reserve -- --
Amount available for appropriation / Balance carried to Balance Sheet (1059.01) (1336.43)

REVIEW OF OPERATIONS:

The revenue from operations of the Company for the financial year 2017-18 is Rs16499.89 lakh. The Loss before tax is Rs 1062.70 lakhs. The performanceand overall view of the

Textile Engineering and Composite business has been covered in the ManagementDiscussion and Analysis which forms part of this Annual Report.

DIVIDEND:

In view of loss incurred during the year under review the

Directors regret their inability to declare any dividend for the year ended March 312018.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.There are no outstanding deposits remaining unpaid / unclaimed as on March 31 2018.

PARTICulARS OF lOANS GuARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

DIRECTORS:

All the Independent Directors have given declarations that they meet with the criteriaof Independence as prescribed under sub-section (6) of Section 149 of the Companies Act2013 and under SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015.

Mr. Hrishikesh Thackersey and Mr. Abhimanyu Thackersey Executive Directors resignedfrom the Directorship of the

Company effective September 06 2017. The Board placed on record its deep appreciationfor valuable services provided by them during their tenure as Executive Directors of theCompany.

Mr. Krishnadas D. Vora Independent Director will complete his term of 2 years on theBoard of the Company and will retire on the conclusion of 114th Annual General Meeting ofthe Company. The Board placed on record its appreciation for the contribution made by himduring his tenure as Director of the Company.

Mr. Prem Malik was appointed as Independent Director effective September 07 2017. TheBoard at its Meeting held on December 11 2017 approved payment of consultancy charges ofRs 250000/- (including taxes if any) per month effective October 01 2017 Mr. PremMalik to be considered as Non-Executive and Non-Independent Director whose periodof office will be liable to retire by rotation.

The Board of Directors on the recommendation of the

Nomination & Remuneration Committee appointed Mr. Rajiv

Ranjan as Whole-time Director of the Company designated as "Executive Director& CEO" with effect from December 11 2017 upto September 06 2020 subject toapproval of the Members in the ensuing Annual General Meeting (AGM). Mr. ChandrahasThackersey Director of the Company will retire by rotation at the ensuing AGM and beingeligible offer himself for re-appointment as Non - Executive Director of the Company.

Brief profiles of the Directors as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are part of the Notice convening the AnnualGeneral Meeting.

(a) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit and Nomination & RemunerationCommittees.

(b) Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

(c) Meetings:

During the year four Board Meetings and four Audit

Committee Meetings were convened and held the details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

(d) Committees of the Board:

Details of all the Committees their composition and Meetings held during the year areprovided in the Corporate Governance Report a part of this Annual Report.

DIRECTORS' RESPONSIBIlITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act 2013the Directors confirms to the best of their knowledge and belief:

(a) that in the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures;

(b) that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for that period;

(c) that they had 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) that they have prepared the annual accounts on a going concern basis;

(e) that they have laid down internal financial controls to be followed by the Companyand such internal financial controls are adequate and operating effectively; and (f) theyhave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

KEY MANAGERIAl PERSONNEl:

The Board at their Meeting held on September 07 2017 on the recommendation ofNomination and Remuneration Committee appointed Mr. Rajiv Ranjan as Chief ExecutiveOfficer (CEO) of the Company effective September 07 2017.

Further the Board at its Meeting held on December 11 2017 on the recommendation ofNomination and Remuneration Committee appointed Mr. Rajiv Ranjan as Executive Director

& CEO from December 11 2017 to September 06 2020. During the year Mr. K.Nandakumar Chief Financial Officer resigned effective October 31 2017 and in his placeMs Shraddha Shettigar was appointed as Chief Financial Officer effective April 25 2018.

INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful and cordial during theyear.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Your Company has during the year under review transferred a sum of Rs 33100/- toInvestor Education and Protection Fund in compliance with the provisions of Section 125of the Companies Act 2013. The said amount remained unclaimed by the Members of theCompany for a period exceeding 7 years from its due date of payment.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any transaction with related parties which could beconsidered material in accordance with the policy of the Company on materiality of relatedparty transactions. All Related Party Transactions were placed before the Audit Committeeas also the Board for approval. Prior omnibus approval of the Audit Committee is obtainedfor the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. None of the Directors has any pecuniary relationships or transactionsvis--vis the Company.

CASH FLOW STATEMENT:

In conformity with the Accounting Standard issued by the Institute of CharteredAccountants of India and the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Cash Flow Statement for the year ended

March 31 2018 is annexed to the accounts.

PARTICULARS OF EMPLOYEES:

There was no employee during the year covered under Section 197 of the Companies Act2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below:

i) The ratio of the remuneration of Directors to the median remuneration of theemployees of the company for the financial year.

Mr. Hrishikesh Thackersey (Upto 06.09.2017) : 7.6
Mr. Abhimanyu Thackersey (Upto 06.09.2017) : 13.8
Mr. Khushaal Thackersey : 7.1
Mr. Rajiv Ranjan (appointed on 11.12.2017) : 6.8

ii) The percentage increase in remuneration of each

Director Chief Financial Officer Chief Executive Officer Company Secretary orManager if any in the financial year.

Directors Chief Executive Officer Company Secretary or Manager % increase in remuneration in the financial year
Mr. Hrishikesh Thackersey Executive Director (Upto 06.09.2017) N.A.
Mr. Abhimanyu Thackersey Executive Director (Upto 06.09.2017) N.A.
Mr. Khushaal Thackersey Executive Director 42.86
Mr. Rajiv Ranjan Executive Director & CEO(appointed on 11.12.2017) N.A.
Mr. K. Nandakumar Chief Financial Officer (Upto 30.10.2017) N.A.
Mr. Jagat Reshamwala Company Secretary 21.97

iii) The percentage increase in the median remuneration of employees in the financialyear.

45.9%

iv) The number of permanent employees on rolls of the Company.

468 employees as on March 31 2018 on rolls of the Company.

v) Average percentile increase already made in the salaries of employees other thanthe managerial 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 the managerial remuneration.

Average Salary Increase for KMP's : 17.24%
Average Salary Increase for non-KMP's : 0.66%

vi) The key parameters for any variable component of remuneration availed by theDirector.

No Director has received any variable component of remuneration.

vii) Affirmation that the remuneration is as per the Remuneration policy of thecompany.

The remuneration paid to employees of the Company is as per the remuneration policy ofthe Company. viii) The Statment containing names of top ten employees in terms ofremuneration drawn and the particulars of employees as required under Section 197 (12) ofthe Act read with Rules 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate Annexure forming part of this Report andthe accounts are being sent to the Members excluding the aforesaid Annexure. In terms ofSection 136 of the Act the said Anexure is open for inspection at the Registered Officeof the Company. Any shareholder interested in obtaining a copy of the same may write tothe Company Secretary.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company has been making continuous efforts to conserve energy and upgrade / absorbtechnology to optimize the energy cost. Information required under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8(3) (A) & (B) of the Companies (Accounts)Rules 2014 as amended from time to time forms part of this Report. However as per theprovisions of Section 136 (1) the report and accounts are being sent to all the Membersof the Company excluding the information relating to conservation of energy and technologyabsorption. Any shareholder interested in obtaining such particulars may inspect the sameat the Registered Office of the Company or write to the Company Secretary for a copy.

Foreign Exchange Earnings & Outgo:

(Rs in lakhs)
Particulars 31.03.2018 31.03.2017
Foreign exchange earned 3013.13 2498.36
Foreign exchange used 479.07 616.13

CORPORATE GOVERNANCE:

The Company is maintaining the standards of corporate governance and adheres to thecorporate governance requirements set out by SEBI. The Report on Corporate Governance asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is an integral part of this Report. The requisite certificate from the Auditors ofthe Company confirming compliance with the conditions of corporate governance is attachedto the Report on Corporate Governance.

EXTRACT OF ANNuAl RETuRN:

The details forming part of the extract of the Annual Return as provided under Section92(3) of the Companies Act 2013 and as prescribed in Form MGT- 9 of Rules prescribedunder

Chapter VII relating to Management and Administration under Companies Act 2013 isenclosed herewith as Annexure - I.

CORPORATESOCIAlRESPONSIBIlITYINITIATIVES:

In terms of the provisions of Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors of your Company hasconstituted a Corporate Social Responsibility (CSR) Committee which is chaired by Mr.Chandrahas Thackersey. The other Members of the Committee are Mr. K.D.Vora and Mr. SujalShah. The Committee has formulated and recommended to the Board a CSR Policy indicatingthe activities to be undertaken by the

Company which has been approved by the Board and the same is available on yourCompany's website www.hindoostan.com. The brief outline of the Corporate SocialResponsibility (CSR)

Policy of the Company is enclosed herewith as Annexure -II.

In view of the average loss for the three immediately preceding financial years theCompany was not required to spent any amount on CSR activities during FY 2017-18.

SIGNIFICANT AND MATERIAl ORDERS PASSED BY ThE REGulATORS / COuRTS IF ANY:

There is no significant material order passed by the Regulators/ Courts which wouldimpact the going concern status of your Company and its future operations.

INTERNAl CONTROl SYSTEMS AND ThEIR ADEQuACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. Based on the framework of internal financial controls andcompliance systems established and maintained by the Company work perform by theinternal statutory and secretarial auditors including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bythe Management and the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during financial year 2017-18.

VIGIl MEChANISM / WhISTlE BlOWER POlICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The Vigil Mechanism Policy is available on your Company's websitewww.hindoostan.com.

AuDITORS:

(a) Statutory Auditors:

M/s. M.A. Parikh & Co. Chartered Accountants Mumbai (Firm Registration No.107556W) were appointed as statutory auditors of the Company to hold office till theconclusion of 115th Annual General Meeting (AGM) to be held in the calendar year 2019 atthe AGM held on December 12 2014. In terms of the provision of Section 139(1) of theCompanies Act 2013 the appointment shall be placed for ratification at every AGM.Accordingly the appointment of M/s. M.A. Parikh & Co. Chartered Accountants asstatutory auditors of the Company is placed for ratification by the Members. In thisregard the Company has received a certificate from the Auditors confirming to the effectthat if they are re-appointed it would be in accordance with provisions of Section 141 ofthe Companies Act 2013.

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. Theobservations and comments appearing in the Auditors' Report are self-explanatory and donot call for any further explanation / clarification by the Board.

(b) Cost Auditors:

The Board on recommendation of the Audit Committee at its Meeting held on May 16 2018re-appointed Mr. Pranav J. Taralekar Cost Auditor to conduct cost audit of the costrecords of the Company for FY 2018-19 and recommended payment of Rs 105000/- p.a. plustaxes as applicable and requested the Members to ratify the remuneration as recommendedabove.

(c) Secretarial Audit:

The Board has appointed M/s. PRS & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis annexed herewith as Annexure-III.

SEXUALH ARASSMENT:

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government authorities customers vendors andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.

For and on behalf of the Board of Directors

Chandrahas Thackersey

Chairman

Mumbai May 16 2018