haryana texprints overseas ltd Directors report

The Members,

Your Directors have pleasure in presenting the 29^th Annual Report and Audited Accounts for the year ended on 31^st March, 2021

I. FINANCIAL PERFORMANCE:

	(Rs.in Lakhs)	(Rs. In Lakhs)
	2020-21	2019-20
Turn Over & Other Income	6883.59	11104.49
Profit before Interest & Depreciation	477.76	617.71
Interest & Finance Charges	269.84	286.80
Cash Profit	207.91	330.91
Depreciation	172.07	205.22
Profit for the year before Tax	35.84	125.69
Current Tax	19.09	40.96
Tax Adjustments for earlier year	(3.99)	(1.01)
Deferred T ax Charges	(10.34)	(4.90)
Profit after T ax for the year	31.08	90.64
Add : Surplus Opening	876.64	786.00
Surplus to be carried Over	907.72	876.64
Earnings/(Loss) per equity share: Basic/diluted earnings per share	0.06	0.18

DIVIDEND:

In view of lower business volumes due to continuing Covid 19 pandemic, your Directors do not recommend dividend for the year under review.

OPERATIONS:

During the year under review turnover and other income of the Company was Rs. 6883.59 Lacs as compared to Rs. 11104.49 Lacs during the previous year. Due to Covid19 pandemics, country was under lock down and the demand for our products were low and the Turnover of the Company declined in comparison to previous year.

Modernization of plant through technological up gradation continued during the year under review and your Directors are of the view that it would be a continuous process to remain competitive in the local and international market.

II. DISCLOSURE UNDER THE COMPANIES ACT, 2013:

1. 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-"A"

2. NUMBER OF BOARD MEETINGS:

Six Meetings of the Board of Directors held during the Financial Year 2020-21.

3. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 in respect of Directors Responsibility Statement your Directors state that:

a) That in the preparation of the Annual Accounts for the Financial Year ended on 31st March, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give true and fair view of the State of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act of safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts for the year ended on 31st March, 2021 on going concern basis.

e) Proper internal financial controls were laid down and such internal financial controls were adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively.

4. EXPLANATION OR COMMENTS ON AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their Audit Report.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans / guarantees are primarily granted for the furtherance of business of the Company.

6. RELATED PARTY TRANSACTIONS:

All contracts or arrangements entered into by the Company with Related Parties have been done at arms length and are in the ordinary course of business. Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure "B" to Ms report.

7. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Your Company skipped the payment of Dividend and accordingly, no amount proposed to be carried to reserves during the year under review.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no adverse material changes or commitments occurring after 31st March, 2021 which may affect the financial position of the Company or may require disclosure.

9. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNING AND OUT GO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rule, 2014 are annexed herewith as Annexure "C" to this report.

10. RISK MANAGEMENT POLICY:

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 risk and suggests steps to be taken to control and mitigate the same through a properly defined frame work.

11. CORPORATE SOCIAL RESPONSIBILITY :

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company.

12. ANNUAL EVALUATION:

In compliance with the Companies Act, 2013, 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.

13. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

14. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL:

Shri Rang Nath Maheshwari, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Key Managerial Personnel (KMP) resigned during the F.Y. 2020-21: Ms. Komaljeet Kaur, Company Secretary & the Compliance Officer resigned from the services of the company from 28.02.2021.

15. STAKE-HOLDERS RELATIONSHIP COMMITTEE:

The Stake-Holders Relationship Committee of the Company is constituted in compliance with Section 178(5) of Companies Act, 2013 and other applicable provisions to give recommendation to look after the redressal of Shareholders and Investors Grievances and approves transfer/transmission, sub-division and issue of duplicate share certificates etc. The Companys Registrars and Share Transfer Agents handle the investor grievances in consultation with the Company secretary of the Company. The Registrars and Share Transfer Agents have adequate skilled staff with potential qualifications and advanced computer systems for speedy redressal of the investor grievances. During the financial year the committee met once on 01.09.2020.

16. NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR :

The company did not have any subsidiaries, joint ventures or associate company during the year.

17. DEPOSITS :

The company has not accepted deposits under Chapter V of the Companies Act, 2013.

18. SIGNIFICANT AND MATERIAL ORDERS :

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

19. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to the financial statement. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

20. 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 behavior, the Company has adopted a Vigil Mechanism Policy. No complaints were received during the Financial Year 2020-21.

21. MAINTENANCE OF COST RECORDS

Pursuant to the Rules made by the Central Government for the maintenance of cost records under subsection (1) of section 148 of the Companies Act, 2013, the Company has maintained the cost records and the Cost Audit is conducted by Practicing Cost and Management Accountant.

22. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC). During the year under review, there were no cases received / filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

23. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company has initiated process for transferring the unclaimed dividend for the Financial Year 2012-13 remaining unpaid for seven years to the "Investor Education and Protection fund" established by the Central Government and the shareholders shall have to claim the same from the said fund.

24. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 are

a) Employed throughout the year: Nil

b) Employed for part of the year: Nil

25. SHARES:

a) Buy Back Of Securities: The Company has not bought back any of its securities during the year under review.

b) Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares: No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

III. AUDITORS:

Statutory Auditors:

At the 25^th Annual General Meeting of the Company held on 29^th September, 2017, the Company had appointed M/s Doogar & Associates, Chartered Accountants, New Delhi (FRN: 000561N) Statutory Auditors of the Company to hold office until the conclusion of Thirtieth Annual General Meeting as per the provisions of Section 139 of the Companies Act, 2013.

IV. APPRECIATION

Your Directors would like to express their gratitude for the assistance and co-operation received from the Bank, Financial Institutions and Government Agencies during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of executives, staff and workers of the Company.

	For and on Behalf of the Board of Directors
	N.P.Jhanwar	R.N.Maheshwari
Place: Faridabad	Managing Director	Executive Director
Date: 04.09.2021	DIN 00401788	DIN 00401993