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Hindoostan Mills Ltd.

BSE: 509895 Sector: Industrials
NSE: N.A. ISIN Code: INE832D01020
BSE 16:00 | 22 Oct 297.00 10.00
(3.48%)
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300.00

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NSE 05:30 | 01 Jan Hindoostan Mills Ltd
OPEN 300.00
PREVIOUS CLOSE 287.00
VOLUME 239
52-Week high 418.00
52-Week low 156.05
P/E 10.49
Mkt Cap.(Rs cr) 49
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 300.00
CLOSE 287.00
VOLUME 239
52-Week high 418.00
52-Week low 156.05
P/E 10.49
Mkt Cap.(Rs cr) 49
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hindoostan Mills Ltd. (HINDOOMILLS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 117th Annual Report together withthe Audited Financial Statements for the year ended March 31 2021.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2021 is summarizedbelow:

(Rs. in lakhs)

Current Year Ended 31.03.2021 Previous Year Ended 31.03.2020
Gross Profit/(Loss) before Interest Depreciation Tax and exceptional profit from continuing operations (69.01) 256.18
Less: Finance Cost 85.46 120.01
Gross Profit/(Loss) after interest but before Depreciation from continuing operations ( 154.47) 136.17
Less: Depreciation 493.05 587.70
Profit/(Loss) before Tax from continuing operations (647.52) (451.53)
Exceptional Profit 1342.07 0.00
Profit after exceptional profit 694.55 (451.53)
Add: Deferred tax 0.00 1.41
Profit/(Loss) after Tax from continuing operations 694.55 (450.12)
Profit/(Loss) before Taxation from discontinued operations 1019.84 (160.82)
Less: Tax expenses of discontinued operations 0.00 0.00
Profit/(Loss) after Tax from discontinued operations 1019.84 (160.82)
Profit/Loss for the period 1714.39 (610.94)
Other comprehensive income ( 12.57) 10.81
Total comprehensive income/(Loss) 1701.82 (600.13)

REVIEW OF OPERATIONS

The revenue from operations of the Company for the financial year 2020-21 was ofRs.6536.78 Lacs as compared to Rs.14107.86 Lacs during previous year. Plant wasclosed from March 22 2020 in view of containment zone and travel restrictions due toCovid and the plant was opened from May 09 2020. Only 45 to 50 workers of Textile plantreturned to the plant and rest 251 workers did not return. The workers have joined dutyfrom January 19 2021. The Company has started enquiry procedure against the workers whodid not attend the plant. Performance of textile division was affected due to lack ofdemand in local market and absenteeism of labour. Turnover therefore during the year underreview was much lower than previous year. Prices of raw material and finished goods oftextiles had surged in November 2020 and December 2020. This helped the Company toliquidate old finished stock. Immoveable property of Composite division consisting ofLand

Building and other miscellaneous assets situated at Ambernath were sold offduring theyear under review. The Company also disposed off its 62.50% rights in Bruce propertysituated in Fort Mumbai.

The Company is planning for Fabric development weaving of technical textiles onexisting machines during the current year. Engineering division was also affected due tolock down in the first quarter. Engineering performance in the third quarter and fourthquarter was encouraging. The Company exported Rolls to Brazil Bangladesh and Germany.

The Company has repaid term loan and working capital facilities. It is now a debt freeCompany.

DIVIDEND

In order to conserve resources of the Company the Directors have not recommendeddividend for the year ended March 31 2021.

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 2021.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loan and guarantee. Details of Investment of Rs.1.11 Lacscovered under the provisions of Section 186 of the Companies Act 2013 are given in theNotes no.5 to the Financial Statements.

DIRECTORS

Mr. Khushaal Thackersey Director of the Company retires by rotation at 117thAnnual General Meeting and being eligible offered himself for re-appointment as a Directorof the Company. His remuneration was increased from Rs.170000 per month to Rs. 3 50000per month with effect from 08-02-2021 on the terms as approved by shareholders thoroughpostal ballot on 27-02-2021. His term of appointment as an Executive director expires onNovember 08 2021. The Board of directors has recommended his reappointment as a directorliable to retire by rotation and also as a whole-time director designated as an Executivedirector.

Brief profiles of the Director as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are part of the Notice convening the AnnualGeneral Meeting. Mr. Abhimanyu Thackersey the director was appointed as an Executivedirector for a period five years with effect from February 08 2021 on remuneration ofRs.350000 per month and on the terms as approved by shareholders through postal balloton 27-02-2021.

Mr. Rajiv Ranjan the Executive director and CEO retired with effect from 7-09-2020. Hewas appointed as a CEO with effect from 07-09-2020 and he resigned as CEO with effect from30-09-2020. The Board appreciated services rendered by him during terms. office his

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 the directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit and loss ofthe

Company for that period;

(c) that the directors had taken proper and maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts on a going concern basis;

(e) that the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;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.

INDUSTRIAL RELATIONS

251 workers of textile division remained absent during the year till January 18 2021.The Company has started an inquiry procedure against the workers who did not attend theplant.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company has during the year under review transferred unpaid dividend ofRs.214087.50 pertaining to the financial year 2012-13 which was unclaimed for more thanseven years to Investor Education and Protection Fund in compliance with the provisions ofSection 125 of the Companies Act 2013. The Company transferred 22896 equity sharespertaining to unpaid dividend of 2011-12 which was unpaid for more than seven years toIEPF on 8-01-2021. The Company also transferred 4126 equity shares pertaining to unpaiddividend of 2012-13 which was unpaid for more than seven years to IEPF on 16-04-2021.

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. Form AOC-2 givingdetails of transactions with related party is herewith enclosed marked as Annexure I.

The policy on Related Party Transactions as approved by the

Board is uploaded on the Company's website.

INTER SE TRANSFER OF SHARES

255733 Equity shares (15.36% of total equity shares) held by Mr. Sudhir Thackerseyhis son their nearest relatives and entities controlled by them have been transferred toMr. Khushaal Thackersey / Mr. Chandrahas Thackersey / entity controlled by them over aperiod time.

COMPLIANCE UNDER THE COMPANIES ACT

1) Annual return for the

Annual return referred to in sub-section (3) of section 92 has been placed on websiteof the Company website address www.hindoostan.com

2) No. of Board meetings

Five Board Meetings were held during the year.

3) Declaration from Independent directors

All the Independent Directors have given declarations that they met 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.

4) Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and to fix/review their remuneration.

5) 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.

6) Information under section 197 i. The information required pursuant to Section197 read with Rule 5 (1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 is given below:

There was no employee drawing remuneration of Rs. one Crore and two Lacs during theyear or Rs.850000/- per month for a part of the year covered under Section

197 of the Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of

Managerial Personnel) Rules 2014. ii. The ratio of the remuneration of Directors tothe median remuneration of the employees of the company for the financial year.

Mr. Khushaal Thackersey 20.20
Mr. Abhimanyu Thackersey 20.20
Mr. Rajiv Ranjan 19.50

iii. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.

Directors Chief Executive Officer Company Secretary or Manager % increase in remuneration in the financial year
Mr. Khushaal Thackersey Executive Director 102.70
Mr. Rajiv Ranjan Executive Director & CEO 0.00
Ms. Shraddha Shettigar CFO 0.00
Mr. Kaushik Kapasi CS 0.00

iv. The percentage increase in the median remuneration of employees in the financialyear: 2.7% v. The number of permanent employees on rolls of the

Company:

- 399 employees as on March 31 2021 vi. Average percentile increase already made inthe salaries of employees other than the managerial personnel in the last financial yearand its comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances forincrease in the managerial remuneration.

Average Salary Increase for KMP's 22.20%
Average Salary Increase for non-KMP's Nil

Increase in managerial remuneration is due to increase in remuneration of Mr. KhushaalThackersey Executive director vii. Affirmation that the remuneration is as per theRemuneration policy of the company.

The remuneration paid to employees of the Company is as per the remuneration policy ofthe Company. viii. The statement 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 and the accountsare being sent to the

Members excluding the aforesaid Annexure. In terms of Section 136 of the Act the saidAnnexure is open for inspection at the Registered Office of the Company

Any shareholder interested in obtaining a copy of the same may write to the CompanySecretary.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy i. No steps have been taken by the management onconservation of energy during the year. ii. Steps taken by the company for utilizingalternate sources of energy: -

- Nil iii. The Capital investment on energy conservation equipment.

- Nil

B. Technology absorption i) the efforts made towards technology absorption

- Nil ii) the benefits derived like product improvement cost reduction productdevelopment or import substitution;

- Nil

C. Foreign Exchange Earnings & Outgo: material (Rs. in lakhs)

Particulars 31.03.2021 31.03.2020
Foreign exchange earned (Rs. Lacs) 1572.85 2426.13
Foreign exchange used (Rs. Lacs) 215.05 233.85

RISK MANAGEMENT POLICY

The Company has evolved risk management policy identifying primary risk and secondaryrisk. Primary risk includes manpower development product efficiency fluctuation in ofraw materials and competition. Although the profitability of the company may be affectedon account of these risk factors Board has not identified any risk which threatens theexistence of the Company.

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.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of the provisions of Section 135 of the Act read with

Companies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directorsof your Company has constituted a Corporate Social Responsibility (CSR) Committee which ischaired by Mr. Chandrahas Thackersey. The other Members of the Committee are Mr. SujalShah and Mr. Bhavesh V. Panjuani.

The Committee has formulated and recommended to the Board a CSR Policy indicating theactivities 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.

Annual Report on CSR activities is enclosed herewith as

Annexure -II. In view of the average loss for the three immediately precedingfinancial years the Company was not required to spend any amount on CSR activities duringthe FY

2020-21.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS IF ANY orderpassed by the Regulators Thereisnosignificant

/ Courts which would impact 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 Audit Committee the Board is of the opinion that the Company's internal financialcontrols were adequate and effective during financial year 2020-21.

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 Statutory Auditors

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. Theobservations and comments appearing in the

Auditors' Report are self-explanatory and do not call for anyfurtherexplanation/clarification bythe Board M/s. M. A. Parikh & Co. the statutoryauditors of the Company holds office up to the date conclusion of ensuing 117 thAnnual General Meeting (AGM) of the Company since his terms of

10 years is being completed on the date of the said AGM. The Board has recommended toappoint M/s. SHR & Co. as the statutory auditors of the Company for a period of fiveyears from the conclusion of 117th Annual General Meeting.

Cost Auditors

The Board has re-appointed Mr. Pranav J. Taralekar Cost Auditor to conduct cost auditof the cost records of the Company for FY

2021-22 on the remuneration of Rs.105000/-. The Board has recommended to the Membersto ratify the said remuneration.

Secretarial Audit

The Board has appointed M/s. PRS & Associates a firm of

Company Secretaries in Practice to undertake the Secretarial

Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-III.

The observations made in the Secretarial Auditors' Report are self-explanatory. Thedelays in some of the compliances were mainly due to late receipt of information from theR&T Agent who in turn was also affected by COVID -19 pandemic and some workingcommunication and compilation gap amongst the staff due to work from home culture duringthe lockdown period and therefore do not call for any further comments under Section 134of the Companies Act 2013.

SEXUAL HARASSMENT

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
Place : Mumbai
Date: 6-05-2021

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