Hind Industries Ltd Directors Report.

DIRECTORS

Dear Members,

Your Directors have pleasure in presenting the Forty First Annual Report on the business and operations of your Company and the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2014.

Financial Results:

The Financial Highlights of the Company for the financial year ended on March 31, 2014 are as under:

(Amount in Lac Rs )

Particulars 2013-14 2012-13
Revenue from Operations 15607.24 15163.16
Other Income 153.61 129.24
Profit before Depreciation, 462.75 482.16
Extra Ordinary Items and Taxes {PBDEIT}
Extra Ordinary Items Written Off 0 0
Profit/(Loss) before Depreciation and Taxes {PBDT} 462.75 482.16
Depreciation and Amortisation Expense 271.66 286.72
Profit/(Loss) before Tax 191.09 195.45
Less: Tax for current year 111.95 91.55
Add: Deferred tax Written Back 57.64 52.11
Profit/(Loss) after Taxes {PAT} 136.78 156.01
Surplus/(Loss) Carried to Balance 4598.63 4472.73
Sheet

Performance:

During the financial year 2013-14, your Company again achieved the highest ever turnover of Rs 15607.24 Lacs as against Rs 15163.16 Lacs in the previous year 2012-13, thereby showing an increase of 2.93%. The Profit before Depreciation, Extra Ordinary Items and Taxes (PBDEIT) of the Company during the financial year 2013-14 stood at Rs 462.75 Lacs as against Rs 482.16 Lacs in the previous financial year 2012-13, which is a decrease of 4.03%, mainly due to the increase in Raw Material costs. The company earned a Net Profit after Tax of Rs 136.78 Lacs during the financial year 2013-14 against the Net Profit after Tax (PAT) of Rs 156.01 Lacs in the previous year.

Profitability:

During the year under review the company has been able to post marginal profits of Rs 136.78 Lacs despite the increase in raw material costs by better control of the financial, manufacturing, logistics, selling, distribution, administrative and other expenses.

Financial Conditions and Results of Operation:

‘Management Discussion and Analysis of Financial Condition and Results of Operation of the Company for the year under review’, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, are given as separate Statement in this Annual Report.

Subsidiary Company: HIND AGRO INDUSTRIES LIMITED

The Subsidiary Company, i.e. M/s Hind Agro Industries Limited, which has a 100% export oriented modern, integrated abattoir-cum-meat processing plant at Aligarh (U.P.), achieved Total Sales Turnover Rs 73653.66 Lacs and Profit before taxes (PBT) of Rs 957.02 Lacs for the year ended 31st March, 2014, as compared to the Total Sales Turnover of Rs 71914.32 Lacs and the Profit before taxes (PBT] of Rs 936.96 Lacs in the previous year ended on 31st March, 2013. Pursuant to the provisions under Section 212(8) of the Companies Act, 1956 read with the Notification No. 51/12/2007-CL-III, the Central Government has granted general exemption for not attaching the annual accounts of Subsidiary Company, hence the Board of Directors of the company has by resolution given consent for not attaching the balance sheet of the subsidiary company.

The company undertakes that annual accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the holding and subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiary company. The holding company shall furnish a hard copy of details of accounts of subsidiary company to any shareholder on demand.

Dividend:

In view of the marginal profit earned by the Company the Board wishes to maintain the rate of dividend and keeping in view of the investor’s interest and market sentiments, the Board of Directors recommended a dividend @3% (i.e. 30 paise per Equity Share) out of the Profits of the Company for the Financial Year ended on 31st March, 2014.

Further, the company has uploaded the details of unclaimed and unpaid dividend pertaining to the financial years 2008-09 to 2011-12 on the website of the Ministry of Corporate Affairs for the necessary compliance.

Current year’s outlook:

Your Company is expected to improve further and consolidate its operations in the ongoing financial year i.e. 2014-15, by making increase in volumes, reduce financial and other costs, monitoring and controlling a better mix of its products and markets towards achieving the better top and bottom lines in the years to come. The Company has already commenced the commercial production w.e.f. 25th March, 2010 in the factory of High Security Registration Number Plate (HSRNP). The said project at Baddi, in the State of Himachal Pradesh is now commissioned and the company is applying for tenders in various states. Since the issue of contempt notices to the transport secretaries of Delhi, Punjab and Uttar Pradesh by the Honble’ Supreme Court for not implementing the HSRNP system, tenders have been floated by certain States. In view of this development the company is hopeful of getting the tenders from various State Governments where the company has submitted its bids.

The Company has diversified its activities into the power generation sector. The said project at Neemrana, in the State of Rajasthan is in initial stage and the company is applying for tenders. In view of the increasing demand of the power the company is hopeful of getting the tenders from State Government.

Consolidated Financial Statements:

As stipulated in the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The Audited consolidated financial statements together with Auditors’ Report thereon forms part of this Annual Report.

Deposits:

The Company has not invited/accepted any Fixed Deposits from Public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

Capital Structure:

During the year under review, there is no change in the capital structure of the company.

Listing Agreement Compliance:

The Equity Shares of the Company are listed with the BSE Ltd. (Bombay Stock Exchange), Mumbai. The Company has been complying with the provisions of Listing Agreement and has already made the payment of listing fees for the Financial Year 2014-15, to the BSE Ltd., Mumbai.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your directors are also committed to adhere to the requirements set out by the Securities and Exchange Board of India’s (SEBI) Corporate Governance practices and have implemented all the major stipulations prescribed. A separate section on Corporate Governance and the Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of this Annual Report.

Insurance:

The Company has made necessary arrangements for adequate insurance of its insurable interests.

Directors:

As per Section 149(4) of the Companies Act, 2013, Mr. B. B. Gupta, Mr. B. B. Huria and Dr. S. K. Ranjhan, the independent directors of the Company are being appointed to hold office as independent directors for a period of five years with effect from 26th September, 2014. Brief particulars and expertise of these directors and their other directorships and committee memberships have been given in the annexure to the Notice of the Annual General Meeting in accordance with the requirements of listing agreement with Stock Exchange.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Article No.147 of the Articles of Association of the Company, Dr. Naseem Qureshi, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting of the company and being eligible, offers himself for the re-appointment. The term of three years for payment of remuneration to Mr. Sirajuddin Qureshi as the Chairman & Managing Director of the company has been expired on 05th August, 2014, hence, as per the provisions of Companies Act, 2013 read with the provisions under Schedule V to the Companies Act, 2013 his reappointment on the same terms and conditions and payment of same remuneration is required to be approved for a further period of three years w.e.f. 06th August, 2014 to 05th August, 2017, by passing a special resolution of the shareholders in the ensuing Annual General Meeting of the Company.

The Board recommends for the re-appointment of all the aforesaid Directors.

Auditors:

The Statutory Auditors M/s M. K. Aggarwal & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for such re-appointment within the meaning of section 141 of the said Act.

The Board recommends their re-appointment at the ensuing Annual General Meeting of the company.

Auditor’s Report:

The Auditor’s Report is self explanatory hence required no clarification by the Board.

Particulars of Employees:

A statement showing the particulars of employees pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) rules 1975 is mentioned below:-

Name of the Employee Designation Qualification Age Remuner-ation (Amt in Lacs Rs ) Experience Date of employment Previous employment
Mr. Sirajuddin Qureshi Chairman & Managing Director BA, LLB 66 years 57.60 37 years 06.08.1993 Not Applicable

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The Statement pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure, forming part of this Report.

Directors’ Responsibility Statement:

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed: (i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanations relating to the material departures; (ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were 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 Year and of the Profit of the Company for the year under review; (iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the Accounts for the Financial Year ended 31st March, 2014, on a ‘going concern’ basis.

Personnel:

The employer-employee relations throughout the year were very cordial. The Company enjoys a healthy working atmosphere that inspires the employees to put their best foot forward in achieving a high-sustainable growth. The Directors also wish to place on record the support and confidence reposed in the management by the employees. Total quality in every sphere of activities, employee training and development continues to be on the top priority of your management.

Corporate Social Responsibility

As per the provisions under new Companies Act, 2013 and the rules made thereunder the company is not required to comply with the CSR Policy, however, the Company voluntarily making its regular efforts in improving the socio–economic environment in and around the factory, especially towards maintaining clean and green pollution free surroundings, improving the quality of life of its suppliers, employees and all concerned, through its efficient functioning and by taking all precautions against all sorts of environmental hazards. Developing and improving the agricultural resources, especially livestock, is given an utmost priority by the Company. The Company is fully conscious of its social responsibilities and has been discharging them to the fullest extent.

Acknowledgements:

Your Directors would like to express their grateful appreciation for the co-operation and support extended by the Central Government, State Government, Financial Institutions, Bankers, Vendors and Shareholders of the company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services and untiring efforts of the executives, staff and workers of the company at all the levels.

ON BEHALF OF THE BOARD
FOR HIND INDUSTRIES LIMITED
NEW DELHI SIRAJUDDIN QURESHI
14TH AUGUST, 2014 CHAIRMAN & MANAGING DIRECTOR

ANNEXURE TO THE DIRECTORS’ REPORT

Information in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

A) CONSERVATION OF ENERGY:

Following activities were undertaken to save/conserve energy: (i) Proper inspections have been carried out for improvement in energy efficiency of the process adopted and eliminating wastages.

(ii) Efforts have been regularly made to timely detect and rectify any steam/water/gas leakage. (iii) Regular meetings, lectures and demonstrations were organized to acquaint and train the workers and operators for keeping an efficient functioning and maintenance of the refrigeration and other delicate equipments of the Company.

FORM A FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY Power and Fuel consumption:

Electricity Current Year Previous Year
a) Purchased units (KWH) 0 0
Total amount (Rs ) 0 0
Average rate/unit (Rs ) 0 0
b) Own generation through diesel generator set
Units of electricity 18,19,917 22,72,942
Total cost (Rs in Lacs) 356.77 328.29
Cost per unit of electricity (Rs ) 19.60 14.44
c) Furnace Oil (Boiler)
Ltrs 0 0
Cost in (Rs in Lacs) 0 0
Rate/Litre (Rs ) 0 0
d) High Speed Diesel Oil (Boiler)
Ltrs 2,430 1,88,673
Cost in (Rs in Lacs) 1.49 86.12
Rate/Litre (Rs ) 61.51 45.58
Consumption per unit of production:
Fresh & Frozen Meat: (Per K.G.)
Particulars Current Year Previous Year
Energy (in Units) 0.220 0.969

FORM "B"

(See Rule 2)

B) TECHNOLOGY ABSORPTION:

1. Technology Absorption, Adaptation and Innovation:

a) Efforts in brief made towards technology absorption, adaptation and innovation:

We have always kept abreast with the latest technology developments taking place in the external environment. The Company is regularly employing qualified technical, operational, process, veterinary staff and food technologist for proper absorption, adaptation and innovation of the technology. The employees are regularly imparted technical and professional training for their continuous updation.

b) Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.:

The Company is making regular efforts for adopting the latest manufacturing technology, which minimizes the wastage and contamination, if any and thereby reduces the cost.

c) Technology imported: Nil

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Earnings and Outgo:

Earnings of foreign exchange of the company have been to the tune of Rs 4060.12 Lacs (FOB Value) during the financial year 2013-14 (Previous year Rs 5,925.22 Lacs), by way of exports and the foreign exchange outgo during the same period was Rs Nil Lacs (Previous Year Rs 19.41 Lacs).

ON BEHALF OF THE BOARD
FOR HIND INDUSTRIES LIMITED
NEW DELHI SIRAJUDDIN QURESHI
14TH AUGUST, 2014 CHAIRMAN & MANAGING DIRECTOR