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Hind Syntex Ltd.

BSE: 503881 | NSE: HINDSYNTEX |

Shares falling in the `Trade-to-Trade` or `T-segment` are traded in this series and no intraday is allowed. This means trades can only be settled by accepting or giving the delivery of shares.
Series: BE | ISIN: INE155B01012 | SECTOR: Textiles - Spinning - Synthetic Blended

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BSE Live

Feb 26, 16:00
1.92 -0.10 (-4.95%)
Volume
AVERAGE VOLUME
5-Day
188
10-Day
881
30-Day
596
1,200
  • Prev. Close

    2.02

  • Open Price

    1.92

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Feb 28, 11:40
1.45 0.00 (0.00%)
Volume
AVERAGE VOLUME
5-Day
424
10-Day
405
30-Day
315
0
  • Prev. Close

    1.45

  • Open Price

    0.00

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

Dear Members, The Directors of your Company have pleasure in presenting the 34th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the financial yearended 31st March, 2015. FINANCIAL RESULTS: The Financial Results for the year are as under:- (Rs in Lac) 2014-2015 2013-2014 PARTICULARS (6 Months) Revenue from operations (Net) 3826.21 2404.79 Profit before Depreciation, Interests Tax (PBDIT) 76.60 (55.33) Less: lnterest& Financial expenses - 7.96 Profit/(Loss) before Depreciations Tax (PBDT) 76.60 (63.29) Less: Depreciation 57.16 114.88 Profit / (Loss) before tax 19.44 (178.17) DIVIDEND Your Directors regret their inability to propose any dividend with a view to strengthen the financial position by way of retaining the earnings for the business operations of the Company. RESERVES No amount, which the Board proposes to carry to any reserves. WORKING OF THE COMPANY: OPERATIONS During the year your Company has achieved a turnover of Rs. 3826.21 Lac and earned a profit of Rs.19.44 Lac. There has been no change in the nature of business of your Company during the financial year 2014-15. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report. CORPORATE GOVERNANCE The Company has adopted the Corporate Governance Policies and Code of Conduct which set out the principle of running the Company with fairness, transparency and accountability. Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Statutory Auditors of the Company M/s. V. Singhi & Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report on Corporate Governance. LISTING The shares of your Company are listed at the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd. The applicable annual listing fees for the year 2015-16 have been paid to the stock exchanges before the due date. PUBLIC DEPOSIT The Company has not accepted any public deposits during the financial year 2014-15, in terms of chapter - V of the Companies Act, 2013 and as such, no amount on account of principal and interest was outstanding as on the date of Balance Sheet. CORPOARTE SOCIAL RESPONSIBILITY The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company. DIRECTORS In accordance with the provisions of Companies Act, 2013 Shri Alok Krishna Agarwal, Non-Executive Director retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment. At the 33rd Annual General Meeting of the Company held on 27th September, 2014 the Company had appointed Smt. Shailja Haldia as Independent Director as per provisions of Section 149 and other applicable provisions of the Companies Act, 2013 for 5 consecutive years for a term upto the conclusion of the 38th Annual General Meeting and will not be liable to retire by rotation during her term of 5 years. Shri M. P. Rajan, Shri V. S. Crishna, were appointed as Independent Directors under erstwhile Companies Act, 1956 for a period of 5 consecutive years from the date of appointment as Independent Director i.e. December 6, 2013 upto December 5, 2018 and will not be liable to retire by rotation during their term of 5 years. Mr. Umesh Wamorkar, Nominee Director, resigned from the Company w.e.f. 03.06.2014. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7) The independent Directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Sub Section (6). The Independent Directors have confirmed and declared that they are not dis-qualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the'' Board is also of the opinion that the Independent Directors fulfils all the conditions specified in the Companies Act, 2013 making them eligible to act as independent Directors. KEY MANAGERIAL PERSONNEL The following persons were formally appointed as Key Managerial Personnel (KMP) of the Company effective from August 4,2014 in compliance with the provisions of section 203 of the Companies Act, 2013: 1. Shri Balesh Kumar Bagree, Chief Financial Officer 2. Ms. Nidhi Binnani, Company Secretary Shri Vilas Agrawal continues to be the Whole-time Director of the Company. ANNUAL EVALUATION In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board and that of its Committees and individual directors was carried out during the year under review. The Directors expressed their satisfaction with the evaluation process. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. DIRECTORS'' RESPONSIBILITY STATEMENT The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 and clause 49(lll)(D)(4)(a) of the listing agreement with Stock Exchange in the preparation of the annual accounts for the year ended on March 31,2015, it is hereby confirmed: i) That in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit and loss amount of the Company for the same period; iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) the annual accounts have been prepared on a going concern basis; v) the internal financial controls have been laid down and such internal financial controls adequate and were operating effectively; and vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. INTERNAL CONTROL SYSTEM , The company has a proper and adequate system of internal control to ensure that all assets are safeguarded, and protected against loss from unauthorized use or disposition, and that all transactions are properly authorized, recorded and reported correctly to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. RISK MANAGEMENT The Company has laid down well defined risk management mechanism covering the risk exposure, potential impact and risk mitigation process. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined frame work. In line with the new regulatory requirements, the Directors of the Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. STATUTORY AUDITORS The Satatutory Auditors, M/s. V. Singhi & Associates, Chartered Accountants, Kolkata will retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment as Statutory Auditors for the financial year 2015-16. AUDITORS''REPORT The Statutory Auditors of the Company have submitted Auditors'' Report on the accounts of the Company for the financial year ended March 31,2015. The Notes on financial statement referred to in the Auditors'' Report are self- explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark. COST AUDITORS M/s. Nupur Jain & Company, Cost Accountant, were re- appointed as Cost Auditors of the Company to conduct cost audit of the accountants maintained by the company for the financial year 2014-15. The cost Audit report for the 6 months period ended on March 31,2014 was submitted on March 31,2014 vide SRN S29825858 in Form I- XBRL . The cost audit report for the year ended on March 31,2015, will be submitted before the due dates as prescribed by Law. SECRETARIAL AUDIT REPORT The Board of Directors of the Company has appointed Shri Ashish Nayak, Practicing Company Secretary, as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year ended March 31,2015, pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report submitted by Shri Ashish Nayak, a Company Secretary in practice in prescribed form MR-3 is enclosed as a part of this report as Annexure-A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. DISCLOSURES UNDER THE COMPANIES ACT, 2013 i) EXTRACT OF ANNUAL RETURN U/S 92(3) , The details forming part of the extract of the Annual return in Form MGT-9 is enclosed as Annexure - B ii) NUMBER OF BOARD MEETINGS The Board of Directors met 4 (four) times in the financial year ended 31st March, 2015. The details of the Board meeting and the attendance of the Directors are provided in the Corporate Governance Report. iii) RELATED PARTY TRANSACTIONS Related party transactions that were entered during the financial year were on arm''s length basis and were in the ordinary course of business and are in compliance with the applicable provisions of the Act and the listing agreement. Flowever, there were material related party transactions in terms of clause 49 of the listing agreement in respect of which necessary disclosures and compliance has been made by your Company. There were no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or their relatives, which could have had a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for their approval. For details of transactions with the related parties please refer Note 29 to the financial statement. Particulars of contracts or arrangements entered during the year is enclosed in Annexure-C as Form AOC-2. iv) COMPOSITION OF AUDIT COMMITTEE The Board has re-constituted the Audit Committee which comprises of Shri M.P. Rajan, as the Chairman, Shri V. S. Crishna and Shri Vilas Agrawal, as the members. All the recommendations made by the Audit Committee were accepted by the Board of Directors. More details on the Committee are given in the Corporate Governance Report. V) VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is explained in Corporate Governance Report. VI) There were no material changes and commitments affecting the financial position of the Company occurring between 31st March, 2015 and the date of this Report. VII) There is no change in the business of the Company. VIII) There were no significant and material orders passed by regulators or courts or tribunals impacting the growing concern status and Company''s operation in future. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 For operationai betterment, it is imperative to invest in modernization and upgradation of the Company''s production facilities. In absence of definite line of credit to your Company for such capital investment, your Company has agreed to the proposal of M/s. Wearit Global Ltd. (WGL) of providing corporate guarantee to its consortium bankers for raising credit assistance for capital expenditure as well as to fund the working capital requirement of your Company in a mutually benefitting manner. Your Company is engaged in job work arrangement with WGL and have mutually agreed to diversify in varied ''high valued'' products through modernization of your Company''s production facility. Fience in the interest of the Company and acknowledging the rationality of the arrangement, your Company has given Corporate Guarantee to the consortium bankers of WGL on terms and conditions which are not prejudicial to the interest of your Company and is in adherence to the applicable provision of the Companies Act, 2013. However, in the process, the amount of guarantee provided has marginally exceeded the prescribed limits for which your Company has taken all necessary steps for ratifying the same in the ensuing Annual Genera! Meeting of the Company. PARTICULARS OF EMPLOYEES The information required pursuant to section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: The company has one Whole-time Director who was appointed without any remuneration. He has voluntarily agreed to forgone remuneration due to the financial constraints being faced by the Company. Further, no sitting fees has been paid to any director during the year. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: a) Employed through out the year Nil b) Employed for part of the year Nil The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION The prescribed particulars of Conservation of Energy, Technology Absorption and R & D activities required U/s 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached asAnnexureD&E which forms part of this Report. FOREIGN EXCHANGE EARNINGS AND OUTGO During the period, the Company has not made any export, hence the export earning is Nil. ACKNOWLEDGEMENT Your Directors take this opportunity to express their thanks to the Central and State Government authorities, Regulatory authorities, Stock Exchanges and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their appreciation for the continuing support and unstinting efforts of investors, vendors, business associates and employees in ensuring an excellent all round operational performance. For and on behalf of the Board of Directors Date: 30th May, 2015 (Shaiija Haldia) (Vilas Agrawal) Place: Kolkata Director Whole-time Director

Director’s Report