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BSE Code : | NSE Symbol : | ISIN:| SECTOR : |

NSE BSE
 

Volume 280564

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Key Stats

MARKET CAP (RS CR) 42.98
P/E 5.5
BOOK VALUE (RS) 73.4645669
DIV (%) 0
MARKET LOT 1
EPS (TTM) 20.52
PRICE/BOOK 1.53543408421019
DIV YIELD.(%) 0
FACE VALUE (RS) 10
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4

News & Announcements

30-Oct-2021

H P Cotton Textile Mills standalone net profit rises 433.33% in the September 2021 quarter

23-Oct-2021

HP Cotton Textile Mills announces board meeting date

02-Sep-2021

HP Cotton Textile Mills schedules AGM

27-Aug-2021

H P Cotton Textile Mills Ltd - Announcement under Regulation 30 (LODR)-Newspaper Publication

23-Oct-2021

HP Cotton Textile Mills announces board meeting date

02-Sep-2021

HP Cotton Textile Mills schedules AGM

28-Jul-2021

HP Cotton Textile Mills schedules board meeting

03-Jun-2021

HP Cotton Textile Mills to table results

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Share Holding

Category No. of shares Percentage
Total Foreign 4628 0.12
Total Institutions 0 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 27782 0.73
Total Promoters 2433304 63.87
Total Public & others 1344286 35.28
Total 3810000 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About H P Cotton Textile Mills Ltd

Promoted as a joint venture in association with the Haryana State Industrial Development Corporation, HP Cotton Textile Mills manufactures cotton sewing thread, hosiery yarn and industrial yarn of different colours for sewing, weaving carpets and canvas belting, filter cloth, tarpaulins, taper, fishing nets, canvas cloth and industrial ropes. It has a sewing- thread-cum-spinning mill. Balancing equipment was added to the thread division in 1992-93 to improve the product mix and range of products. The products marketed under the Dora brand, besides being sold under DGS and D-rate contract to the defence sector, fertiliser units and tyre manufacturers, are also exported to Germany, Lebanon, Bangladesh, Hong Kong, etc. HP Cotton undertook a backward-cum-forward-integration project to increase the thread manufacturing capacity by around 80%. It is following the total quality management concept to obtain the ISO 9000 certification.

H P Cotton Textile Mills Ltd Chairman Speech

H P Cotton Textile Mills Ltd Company History

Promoted as a joint venture in association with the Haryana State Industrial Development Corporation, HP Cotton Textile Mills manufactures cotton sewing thread, hosiery yarn and industrial yarn of different colours for sewing, weaving carpets and canvas belting, filter cloth, tarpaulins, taper, fishing nets, canvas cloth and industrial ropes. It has a sewing- thread-cum-spinning mill. Balancing equipment was added to the thread division in 1992-93 to improve the product mix and range of products. The products marketed under the Dora brand, besides being sold under DGS and D-rate contract to the defence sector, fertiliser units and tyre manufacturers, are also exported to Germany, Lebanon, Bangladesh, Hong Kong, etc. HP Cotton undertook a backward-cum-forward-integration project to increase the thread manufacturing capacity by around 80%. It is following the total quality management concept to obtain the ISO 9000 certification.

H P Cotton Textile Mills Ltd Directors Reports

Dear Members,

Your Directors are pleased to present the Fortieth (40th) Annual Report together with the Company's audited financial statements and the auditors' report thereon for the financial year ended March 31, 2021.

FINANCIAL HIGHLIGHTS

A summary of the Company's financial performance in FY ended March 31, 2021 is as follows:

(Rs in Lakhs)

Particulars March 31, 2021 March 31, 2020
Revenue from operations (net) 9,657.08 8,175.13
Add: Other Income 131.61 187.96
Total Income 9,788.69 8,363.09
Profit/(Loss) before Finance Cost, Depreciation & Amortisation, Exceptional items & Tax Expense 1,068.58 632.08
Less: Finance Cost 248.86 333.61
Less: Depreciation and Amortisation Expense 271.21 260.31
Profit before exceptional items & tax Expense 548.51 38.16
Less: Exceptional items - -
Profit/(Loss) before Tax Expense 548.51 38.16
Less: Taxation Expense 188.75 4.23
Profit/(Loss) for the year 359.76 33.93
Other Comprehensive Income/(Loss) (15.65) 30.35
Total Comprehensive Income/(Loss) for the year 344.11 64.28
Earnings per Share (Rs)
-Basic 9.46 0.90
-Diluted 9.46 0.90

PRODUCTION AND SALES PERFORMANCE

• Sewing Threads

The production of Sewing Threads was increased by 21.63% over previous year taking to 12,72,954 kg as compared to the previous year level of 10,46,554 kg. Further, the product turnover was also increased by 27.60% over previous year taking to Rs 9,047.05 Lakhs as compared to the previous year level of Rs 7,089.84 Lakhs.

• Hosiery Yarn

The production of Hosiery Yarn was decreased by 98.71% over previous year taking to 4,674 kg as compared to the previous year level of 3,62,590 kg. Further, the product turnover was also decreased by 93.73% over previous year taking to Rs 39.90 Lakhs as compared to the previous year level of Rs 637.21 Lakhs.

During the year, your Company has achieved a total turnover of Rs 9657.08 Lakhs as against Rs 8175.12 Lakhs during the corresponding previous financial year. The exports of the Company grew by 38.07 % over previous year taking total exports to Rs 8465.87 Lakhs from Rs 6131.18 Lakhs.

PROFITABILITY

The Company earned a profit before interest, depreciation and tax for the year under review was Rs 1068.06 Lakhs as compared to Rs 632.07 Lakhs in previous year. After providing for depreciation of Rs 271.21 Lakhs (Previous Year Rs 260.31 Lakhs), finance cost of Rs 248.87 Lakhs (Previous Year Rs 333.61 Lakhs), tax expense of Rs 188.75 Lakhs (Previous Year Rs 4.23 Lakhs), the net profit from operations after comprehensive income worked out to Rs 344.58 Lakhs as compared to Rs 64.28 Lakhs in the previous year.

IMPACT OF COVID-19 ON COMPANY'S PERFORMANCE

The Company had temporarily closed its manufacturing operations at Hisar in the State of Haryana and offices located at different places in India in the end of FY20. The temporarily suspension of manufacturing operations of the Company at Hisar resulted in the decline of the production and revenue in Q4FY20. The Company was able to seek special permission from the concerned authorities to re-start its operations partially in April 2020 and to normal levels by mid-May after fulfilment of imposed conditions as per the permission received from the Concerned Authorities to restart the operations.

The Company has made significant efforts to boost the production and revenue. As a consequence of this the Company's manufacturing plant at Hisar in the month of June 2020 was operating at pre-lockdown capacity, as it was operating in March 2020, before the lockdown restrictions for COVID-19 emergency came into force, keeping the safety and well-being of our employees as top priority and operating as per a strict SOP, in line with the directions/guidelines issued by the Central/State Governments.

Now, the Company has already achieved pre-COVID levels of production and has recorded better performance despite COVID-19 restrictions and production loss compared to previous financial year.

Presently, the management does not foresee any material/significant impact on the Company's operations. The Company is continuously monitoring the situation and impact of COVID-19 pandemic on the Company.

RESOURCE UTILISATION

1. Fixed Assets:

The Net Block as at March 31, 2021 was Rs 2,079.97 Lakhs as compared to Rs 2,001 Lakhs in the previous year.

2. Current Assets:

The current assets as at March 31, 2021 were Rs 5,576.75 Lakhs as against Rs 3,596.45 Lakhs in the previous year. RESERVES

Total reserves and surplus of the Company has been increased to Rs 1,853.08 Lakhs on March 31, 2021 as against Rs 1,519.13 Lakhs on March 31, 2020.

DIVIDEND

The Board has not recommended any Dividend for the current financial year in view of inadequate profits for the Financial Year ended on March 31, 2021.

SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31, 2021, remains unchanged at Rs 4,25,00,000 divided into 42,50,000 Equity Shares of Rs 10 each and Paid up Share Capital of '3,81,00,000 divided into 38,10,000 Equity Shares of Rs 10 each.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, in terms of Regulation 34 of the Listing Regulations is presented in a separate Section, forming integral part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

On the recommendation of Nomination and Remuneration Committee and with due consent of Mrs. Ritu Bansal, the Board of Directors at its meeting held on September 01, 2020, changed the designation of Mrs. Ritu Bansal (DIN: 03619069) from Independent Director to Additional Director (Non-Executive) w.e.f. September 02, 2020. Further, in terms of Section 152 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board has, on the recommendation of the Nomination and Remuneration Committee, proposed to the Shareholders for the appointment of Mrs. Ritu Bansal as a Non-Executive Director of the Company, liable to retire by rotation. Thereafter, the members of the Company had duly approved the appointment of Mrs. Ritu Bansal (DIN: 03619069) as a Non-Executive Director in the 39th Annual General Meeting held on September 29, 2020, liable to retire by rotation.

Key Managerial Personnel (KMP)

In compliance with provisions of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on March 31, 2021:

S. No. Name Designation
1. Kailash Kumar Agarwal Chairman and Managing Director
2. RaghavKumar Agarwal Whole-Time Director, Chief Executive Officer & CFO
3. Shubham Jain Company Secretary

Retire by Rotation

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Ritu Bansal (DIN 03619069), Non-Executive Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers herself for reappointment. The Board recommends her appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

A brief profile, expertise of Director and other details as required under the Act, Secretarial Standard-2 and Listing Regulations relating to the director proposed to be re-appointed is annexed to the notice convening the AGM.

Declaration by Independent directors under section 149(7)

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year under review.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (‘IICA'). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (Two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

Mr. Parshottam Dass Agarwal and Mr. Mohan Lal Jain, Independent Directors of the Company meets the criteria specified for exemption and hence both the Independent Directors are not required to undergo the online proficiency self-assessment test as conducted by IICA.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Company.

BOARD MEETINGS

During the year under review, six (6) Board Meetings were held on July 06, 2020, September 01, 2020, September 12, 2020, November 04, 2020, February 13, 2021 and March 25, 2021. The intervening gap between two Board Meetings was less than the maximum period prescribed under the Act and Listing Regulations.

The details of composition of the Board and the attendance record of the Directors at the Board Meetings and AGM held during the financial year ended on March 31, 2021 is as under:

Name Designation Category No. of meetings held during tenure No. of Meetings Attended Last AGM Attended
Kailash Kumar Agarwal Chairman and Managing Director Executive Director 6 6 Yes
Parshotam Dass Agarwal Director Non-Executive Independent Director 6 6 Yes
Mohan Lal Jain Director Non-Executive Independent Director 6 6 No
Ritu Bansal Director Non-Executive Director 6 6 Yes
RaghavKumar Agarwal Whole-Time Director, CEO & CFO Executive Director 6 6 Yes

AUDIT COMMITTEE

The Audit Committee (‘AC') of the Company had been constituted and functions in accordance with provisions of Section 177 of the Act and Listing Regulations. The Company Secretary is acting as the Secretary to the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

Some of the key functions and responsibilities of the AC is enumerated as below:

• Reviewing the procedures of financial reporting

• Reviewing the quarterly, half yearly, annual financial results of the Company,

• Review the adequacy of internal audit function, coverage and frequency of internal audit, appointment, removal, performance and terms of remuneration of the Internal Auditor.

• Discuss with the internal auditor and senior management, significant internal audit findings and follow-up thereon.

In order to have optimum composition of the Board, the Management had requested Mrs. Ritu Bansal (DIN: 03619069) to consider change her capacity and designation from Independent Director to Non - Executive Director of the Company. With her due consent, the Board of Directors at its meeting held on September 01, 2020, changed her designation from Independent Director to Additional Director (Non-Executive) w.e.f. September 02, 2020.

In accordance with Section 177 of the Companies Act, 2013, Audit Committee shall consist of a minimum of three directors with independent directors forming a majority. Therefore, to comply with the provisions of the Companies Act, 2013, Mrs. Bansal has been relieved/ceased from the membership of Audit Committee w.e.f. September 02,2020

During the year under review, six (6) AC Meetings were held on July 06, 2020, September 01, 2020, September 12, 2020, November 04, 2020, February 13, 2021 and March 25, 2021.

The details of composition of the Committee and the attendance record of the Directors at the AC Meetings held during the financial year ended on March 31, 2021 is as under:

Name Designation in Committee Category No. of meetings held during tenure No. of Meetings Attended
Parshotam Dass Agarwal Chairman Non-Executive Independent Director 6 6
Kailash Kumar Agarwal Member Executive Director 6 6
Mohan Lal Jain Member Non-Executive Independent Director 6 6
Ritu Bansal* Member Non-Executive Director 2 2

*Ceased to be a Member w.e.f. September 02, 2020

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (‘NRC') of the Company had been constituted and functions in accordance with provisions of Section 178 of the Act and Listing Regulations. The Company Secretary is acting as the Secretary to the Nomination and Remuneration Committee.

Some of the key functions and responsibilities of the NRC is enumerated as below:

• Formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a Policy relating to the remuneration for the directors, key managerial personnel (KMPs) and other employees;

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.

• Recommending to the Board whether to extend or continue the term of appointment of appointment of the independent director, on the basis of report of performance evaluation of independent directors.

During the year under review, two (2) NRC Meetings were held on July 06, 2020 and September 01, 2020.

The details of composition of the Committee and the attendance record of the Directors at the Nomination & Remuneration Committee Meetings held during the financial year ended on March 31, 2021 is as under:

Name Designation in Committee Category No. of meetings held during tenure No. of Meetings Attended
Parshotam Dass Agarwal Chairman Non-Executive Independent Director 2 2
Kailash Kumar Agarwal Member Executive Director 2 2
Mohan Lal Jain Member Non-Executive Independent Director 2 2
Ritu Bansal Member Non-Executive Director 2 2

Company's Policy relating to Directors appointment, payment of remuneration and discharge of their duties

The Nomination & Remuneration Committee of the Company has formulated the Nomination & Remuneration Policy on Director's appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and process of appointment and removal as well as components of remuneration of Director(s),

Key Managerial Personnel (‘KMP') and Senior Management of the Company and other matters as provided under Section 178(3) of the Companies Act, 2013. During the year, there were no changes made in the Nomination & Remuneration Policy of Directors, Key Managerial Personnel (‘KMP') and Senior Management of the Company. The Policy may be accessed on the Company's website at the Weblink: http://hpthreads.com/corporate-information.php.

PERFORMANCE EVALUATION AND ITS CRITERIA

In terms of the provisions of the Section 178(2) of the Act, the Board has adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairman of the Board. A structured questionnaire was prepared and circulated to the Directors for each of the evaluation.

Performance of the Board was evaluated by each Director on the parameters such as Composition of Board, Vision and Strategy, Adequate representation of Independent Directors, Board Participation, Treasury Monitoring, Review of Business Risks and Frequency of Board Meetings, Compliances etc.

Board Committees were evaluated on the parameters such as Structure and Composition of Committees, Business Risks, Financial Reporting Process, effectiveness of Committees, effectiveness of communication by the Committee with the Board, Senior Management and Key Managerial Personnel etc.

Performance of the Chairman was evaluated on the parameters such as engagement in meetings, Conducting of Meetings, Leadership Skills, guiding on strategic issues, implementation of Board approved decisions, accessibility and informal contact with Board Members etc.

Directors were also evaluated individually by all other Directors (except the Director himself) on the parameters such as engagement in meetings, Knowledge of business, communication with other Board Members, participation in meetings etc.

Meeting of Independent Directors without the attendance of Non-Independent Directors and members of the management of the Company was held on March 21, 2021. The Independent Directors, inter-alia, evaluated performance of NonIndependent Directors, the Chairman of the Company and the Board as a whole for FY 2021. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Outcome of the evaluation was submitted to the Chairman of the Company. The Directors discussed and expressed their satisfaction with the entire evaluation process.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2020-21, the provisions of Section 135 of the Act and rules made thereunder, regarding Corporate Social Responsibility(‘CSR') are not attracted to the Company as the Company does not fall under the threshold limit of net worth of Rs 500 crore or turnover of Rs 1,000 crores or a net profit of Rs 5 Crore during the financial year.

Subsequent to the approval of audited financial statements by the Board of Directors in their meeting held on June 09, 2021, the provisions of CSR shall be applicable on the Company for the financial year 2021-22 as the Company falls under the threshold limit of net worth of Rs 500 crore or turnover of Rs 1,000 crores or a net profit of Rs 5 Crore during the financial year. In view of this, the Board of Directors has constituted a CSR Committee as per Section 135 and schedule VII of the Companies Act, 2013 (‘the Act') read with the Companies (Corporate Social Responsibility Policy) Rules 2014and defined the terms and reference of the Committee in its Board Meeting held on August 03, 2021.

The details of composition of the Corporate Social Responsibility Committee is as under:

Name Designation in Committee Category
Mr. Kailash Kumar Agarwal Chairman Executive Director
Mr. RaghavKumar Agarwal Member Executive Director
Mr. Mohan Lal Jain Member Non-Executive Independent Director

INTERNAL FINANCIAL CONTROLS

A well-established, independent, multi-disciplinary Internal Audit team operates in line with governance best practices. It reviews and reports to management and the Audit Committee about compliance with internal controls and the efficiency and effectiveness of operations as well as the key process risks.

The Company has in place adequate internal financial controls with reference to Financial Statements and such controls were operating effectively as at March 31, 2021. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations. During the year, such controls were tested and no reportable weaknesses in the design or operations were observed.

WEBLINK OF ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013, read with rule 12 of the Companies (Management and Administration) Rules, 2014, as amended vide MCA notification dated August 28, 2020, a copy of the Annual Return in Form MGT-7 is available on the link https://www.hpthreads.com/corporate-information.php.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure I forming integral part of this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review none of the employee drawing remuneration in excess of the limits set out in the said Rules.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments made under the provisions of Section 186 of the Act have been disclosed in Note No. 4 to the Financial Statements forming integral part of the Annual Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee for review and approval. Wherever applicable, prior approval is obtained for related party transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length basis.

The Company had entered into certain related party transactions which were entered into at an arm's length basis however the same is not in the ordinary course of business and the Company has complied with all the applicable provisions of the Companies Act, 2013 and rules framed thereunder in respect of such transactions. Further, your Company has not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Listing Regulations and accordingly, the disclosure of Related Party Transactions in Form AOC - 2 is not Applicable. However, names of Related Parties and details of transactions with them have been included in Notes to the financial statements provided in the Annual Report under Indian Accounting Standards 18.

AUDITORS AND AUDITOR'S REPORT

Statutory Auditor

M/s Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration Number 001076N/N500013) were appointed as the Statutory Auditors of the Company to hold ofuce for a term of 5 years from the conclusion of the 37th Annual General Meeting (AGM) held on 22nd September, 2018 until the conclusion of the 42nd AGM of the Company.

As required under the provisions of Section 139(1) and 141 of the Act, read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the Company.

The Auditors' Report read together with Annexure referred to in the Auditors' Report do not contain any qualification, reservation, adverse remark or disclaimers.

Cost Auditors

As per the provisions with the Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014, as amended thereto, textile companies shall get its Cost record audited in accordance with these rules if the overall annual turnover of the company from all its products and services during the immediately preceding financial year is Rs 100 Crore or more and the aggregate turnover of the individual product or products or service or services for which cost record required to be maintained under Rule 3 is Rs 35 Crore or more.

However, in accordance with the provisions with the Rule 4(3) of the Companies (Cost Records and Audit) Rules, 2014 as amended thereto, the requirement for Cost Audit under the Rules shall not apply to a company whose revenue from export, in foreign exchange, exceeds 75% of its total revenue or which is operating from a SEZ or which is engaged in generation of electricity for captive consumption through Captive Generating PIant."

Your company's turnover is below Rs100 crore during the year under review and more than 75% of the Company's turnover is earned from exports in foreign exchange by the Company. Therefore, the Company is exempt from the said requirement of cost audit.

Therefore, Company has not appointed any Cost Auditor for auditing the cost records of the Company.

Secretarial Auditor

M/s Tarun Jain & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in its meeting held on September 01, 2020 for the financial year 2020-21.

The Secretarial Audit Report for the financial year ended March 31, 2021 received from M/s Tarun Jain & Associates, Company Secretaries, Secretarial Auditors of the Company is annexed herewith as Annexure II forming integral part of this report.

The said report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimers.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company does not have any Subsidiaries, Associates and Joint Ventures.

MATERIAL CHANGES AFFECTING THE COMPANY

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year and the date of report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is provided as follows and forms part of this report.

A) Conservation of Energy:

i. Energy conservation is an ongoing process in our organisation. Continuous monitoring, planning, development and modifications for energy conservation are done at the plant. The Company continued efforts for improving energy efficiency through innovative measures to reduce wastage and optimize consumption.

ii. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

iii. The Company has not incurred major capital investment on energy conservation equipments but focused on optimum utilisation of available resources.

B) Technology Absorption:

The Company is focused on developing in-house technology to develop new products besides striving to continually improve and absorb latest technology suitable to its product mix with an objective to achieve lower cost of production. Therefore, no technology absorption is required. The Company also constantly strives for maintenance and improvement in its equipment quality of its products and Research & Development activities are directed to achieve the aforesaid goal.

C) Foreign Exchange Earning and Out-Go:

(Rs in Lakhs)

Particulars 2020-21 2019-20
Foreign Exchange earned (FOB value of exports) 8,465.87 6,131.18
Foreign Exchange used (CIF value of imports and expenditure in foreign currency) 238.09 55.80

Environment and pollution Control

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy is to conduct all operations in a manner to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible. The Company has taken drastic steps and measures in procuring and consuming eco-friendly sustainable dyes and chemicals for promoting eco-logically sustainable technologies and promoting recycling and re-use and the Company has reputed certification including OEKOTEX and GOTS to its credentials.

The Company has effectively come out with implementation of Zero Liquid Discharge Project ("ZLD") for effluent water management as per the guidelines issued by Haryana state pollution Control Board. It is used to eliminate the hard fluids and to purify the water slowly and steadily. This process is used to make the water drinkable, reusable or to recycle.

Quality Management System

The Company continues to lay emphasis on excellence in quality and services and certified ISO 9001:2008 QMS certification and is also committed to total customer satisfaction. The high quality of the Company products is reflected in the Company ability to export its product in quality conscious world markets. The company continues to be on a mission to provide customers with products that can match with international standards and will surpass their expectations.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors hereby confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that they have selected such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made 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 that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

RISK MANAGEMENT

Risk mitigation continues to be a key area of concern for the Company, which has regularly invested in insuring itself against unforeseen risks. The Company's stocks and insurable assets like building, plant & machinery, computer equipment, office equipment, furniture & fixtures, lease hold improvements and upcoming projects have been adequately insured against major risks.

Pursuant to Section 134(3)(n) of Act and Listing Regulations, the Company has constituted a Risk Management Committee. The Board of Directors of the Company has also formulated Risk Management Policy in accordance with the Act and Listing Regulations. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

The Risk Management policy may be accessed on the Company's website at the Weblink: http://hpthreads.com/corporate-information.php.

VIGIL MECHANISM

Your Company has adopted a Vigil Mechanism with a view to provide its employees an avenue to raise any sensitive concerns regarding any unethical behavior or wrongful conduct and to provide adequate safeguard for protection from any victimization.

In accordance with the provisions of Section 177(9) of the Act, every listed company shall establish a vigil mechanism for directors and employees to report genuine concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct.

Accordingly, the Company has framed the policy to align the same with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations and may be accessed on the Company's website at the Weblink: http://hpthreads.com/corporate-information.php.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee and affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

PREVENTION OF SEXUAL HARASSMENT

The Company has adopted a policy on sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). All the employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there was no complaints filed or registered pursuant to this Act.

The Company has complied with the provisions relating to the constitution of Internal Committee (IC) under the POSH to redress complaints received regarding sexual harassment.

CORPORATE GOVERNANCE

In terms of provision of regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified under regulations 17 to 27 and clause (b) to (i) of subregulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the Company as paid-up share capital of the Company is less than Rs. 10 crore and net-worth of the Company is less than Rs. 25 crores, as on the financial year ended on March 31, 2021. Hence Corporate Governance report does not form part of this Annual Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts.

The code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in the business practices and in dealing with stakeholders.

The code also lays down that Board Members and Senior Managers of the Company shall ensure compliance with SEBI (Prohibition of Insider Trading) regulations, 2015 as also other regulations as may be applicable to them from time to time.

The Code may be accessed on the Company's website at the Weblink: http://hpthreads.com/corporate-information.php.

All the Boards Members and the Senior Management personnel have confirmed compliance with the Code for the Financial Year ended March 31, 2021. The declaration to this effect signed by CEO and Managing Director is annexed herewith as Annexure III forming integral part of this report.

OTHER STATUTORY DISCLOSURES

During the year under review:

1. No significant and material orders were passed by the Regulators/ Courts/ Tribunals which impact the going concern status and Company's operations in future.

2. No equity shares were issued with differential rights as to dividend, voting or otherwise.

3. No Sweat Equity shares were issued.

4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2020-21.

6. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries, as your company don't have any subsidiary company.

7. Maintenance of cost records under sub-section (1) of Section 148 of the Act is not applicable to the Company.

8. No Change in nature of Business of Company.

9. No fraud has been reported by the Statutory Auditors and Secretarial Auditors to the Audit Committee or the Board.

10. No Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India.

CAUTIONARY STATEMENT

Certain statements in the Directors' Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include labour and material availability, and prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

ACKNOWLEDGEMENTS

The Directors thank the Company's customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

The Directors appreciate and value the contribution made by all our employees and their families and the contribution made by every other member of the HP Cotton family, for making the Company what it is.

For and on behalf of the Board
Kailash Kumar Agarwal
Chairman and Managing Director
DIN: 00063470
New Delhi
August 03, 2021

   

H P Cotton Textile Mills Ltd Company Background

Kailash Kumar Agarwal
Incorporation Year1981
Registered Office15th KM Stone Delhi Road,V P O Mayar
Hisar,Haryana-125044
Telephone91-1662-261425/261426/261427/261483,Managing Director
Fax91-1662-261417
Company SecretarySHUBHAM JAIN
AuditorWalker Chandiok & Co LLP
Face Value10
Market Lot1
ListingBSE,
RegistrarAlankit Assignments Ltd
2E/21 Alankit House,Anarkali Market,Jhandewalan Extn,New Delhi - 110055
Alankit House ,4E/2 Jhandewalan Ext, ,New Delhi - 110055

H P Cotton Textile Mills Ltd Company Management

Director NameDirector DesignationYear
Kailash Kumar Agarwal Managing Director 2019
Parshotam Das Agarwal Independent Director 2019
M L Jain Independent Director 2019
Ritu Bansal Independent Director 2019
RaghavKumar Agarwal Additional Director 2019
SHUBHAM JAIN Company Secretary 2019

H P Cotton Textile Mills Ltd Listing Information

H P Cotton Textile Mills Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Thread/Yarn-CottonMT00085.2972
Other Operating IncomeNA0006.5228
Duty DrawbackNA0000
Rebate & DiscountNA0000
Exchange Rate FluctuationNA0000
Raw Material ScrapNA0000
Scrap-CottonMT0000
SpindlesNo0000
Other ScrapNA0000
AdjustmentsNA0000

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