notice - bombay stock exchange · 2016. 10. 5. · notice notice is hereby given that the 25th...

NOTICE

Notice is hereby given that the 25th Annual General Meeting of Hina Fil India Limited(CIN: L99999GJ1991PLC015974) will be held at Registered office of the company atPlotN o 786/2, 40 Shed Area, GIDC, Vapi 396195 on Friday, 30th September, 2016 at11.00 a.m. to transact the following business:

ORDINARY BUSINESS

1. Adoption of Financial Statements

To consider and adopt the audited standalone financial statements of the companyfor the financial year ended 31st March, 2016 and the reports of the board ofDirectors and the auditors’ thereon.

2. Re-appointment of director

To appoint a director in place of Mr. Mohammed Rafique Shaikh (DIN: 00538203),who retires by rotation and being eligible, offers himself for re-appointment.

3. Ratification of Appointment of Statutory Auditors

To consider and, if thought fit, to pass with or without modification(s), the followingresolution as an Ordinary Resolution.

Resolved that pursuant to the provisions of section 139 and other applicableprovisions, if any, of the Companies Act, 2013 read with Companies (Audit andAuditors) Rules, 2014, including any statutory modification(s) or re-enactment(s)thereof for the time being in force, the appointment of M/s J. M. Gala & Co.,Chartered Accountants, having Firm Registration No. 137242W, be ratified fromthe conclusion this Annual General meeting till conclusion of Annual GeneralMeeting for the year 2017 at such remuneration plus service tax, out-of-pocketexpenses etc. as may be mutually agreed upon by the Board of Directors and theAuditors.

By Order of the BoardFor Hina Fil India Limited

Place: VapiDate: 30.05.2016 Sd/-

Badrul Haq Hasanali Shaikh (DIN: 00538107)Chairman and Managing Director

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERALMEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INTHE MEETING INSTEAD OF HIMSELF AND A PROXY NEED NOT BE AMEMBER OF THE COMPANY.

In order that the appointment of a proxy is effective, the instrument appointing aproxy must be received at the registered office of the company not later thanforty-eight hours before the commencement of the meeting.

2. A person can act as a proxy on behalf of Members not exceeding fifty in numberand holding in the aggregate not more than ten percent of the total share capitalof the company carrying voting rights. A Member holding more than ten percentof the total share capital of the company carrying voting rights may appoint asingle person as a proxy and such person shall not act as proxy for any otherMember.

3. Corporate Members intending to send their authorized representatives to attendthe Annual General Meeting, pursuant to Section 113 of the Companies Act,2013, are requested to send to the Company, a certified copy of the relevantboard resolution together with the representative(s) authorized under the saidresolution to attend and vote on their behalf at the meeting.

4. In case of joint holders attending the meeting, the joint holder who is higher in theorder of names will be entitled to vote at the meeting.

5. Relevant documents referred to in the accompanying notice are open forinspection by the members at the Company’s registered office on all workingdays of the Company, during business hours up to the date of the meeting.

6. The Register of Members and Share Transfer Books of the company will beclosed from 23/09/2016 to 30/09/2016, both days inclusive.

7. Members are requested to send all communications relating to shares to theRegistrar & Share Transfer Agent of the Company at the following address:

Link Intime India Pvt. Ltd.C-13, Pannalal Silk Mills Compoumd, L.B.S. Marg, Bhandup (W),Mumbai, Maharashtra 400078

If the shares are held in electronic form, then change of address and change inthe Bank Accounts, etc. should be furnished to the respective DepositoryParticipants (DPs).

8. Members who have not registered their e-mail addresses so far, are requested toregister their e-mail address for receiving all communication including AnnualReport, Notices, Circulars, etc. from the Company electronically.

9. Information and instructions relating to e-voting are as under:

a. Pursuant to Section 108 of Companies Act, 2013 read with Rule 20 ofCompanies (Management and Administration) Rules, 2014 as amended fromtime to time and sub clause (1) & (2) of clause 44 SEBI (LODR) Regulations,2015, the Company is pleased to provide members’ facility to exercise their rightto vote at the 25th Annual General Meeting (“AGM”) by electronic means and thebusiness may be transacted through e-voting services provided by CDSL. It maybe noted that this e-voting facility is optional. In order to facilitate those Members,who do not wish to use the e-voting facility, the company is enclosing a Ballotform, resolution passed by members through e-voting or ballot forms are deemedto have been passed as if they have been passed at Annual General Meeting(AGM). The e-voting facility will be available at the linkhttps://www.evotingindia.com during the following voting period: Commencementof e-voting: From 9.00 a.m. on Tuesday, 27th September, 2016 to 5.00 p.m. onThursday, 29th September, 2016.

b. E-voting shall not be allowed beyond 5.00 p.m. on Thursday, 29th September,2016. During the e-voting period, shareholders of the Company, holding shareseither in physical form or in dematerialized form, as on Friday, 23rd September,2016 may cast their vote electronically.

c. Members can opt for only one mode of voting i.e. either by Ballot Form or e-voting. In case members cast their votes through both modes, voting done by e-voting shall prevail and vote casted through Ballot Form shall be treated asinvalid.

d. In case a member is desirous of obtaining a duplicate Ballot Form, he/she maysend an e-mail to [email protected] by mentioning their Folio No. / DP ID andClient ID No. However the duly completed Ballot Form Should reaches thescrutinizer, Mr. Kunjal Dalal C/o Hina Fil India Limited, Plot No 786/2, 40 ShedArea GIDC Vapi 396195 not later than Thursday, 29th September, 2016 (5.00p.m.). Ballot Forms received after this date will be treated as invalid.

e. The members who have casted their vote by remote e-voting may also attend theMeeting but shall not be entitled to cast their vote again.

f. The Company has appointed Mr. Kunjal Dalal, Proprietor K. Dalal & Co.,Practicing Company Secretaries, as Scrutinizer for conducting the e-votingprocess for the Annual General Meeting in a fair and transparent manner.

SHAREHOLDER INSTRUCTIONS FOR E-VOTING

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 27/09/2016 at 09.00 a.m. and ends on 29/09/2016 at05.00 p.m. During this period shareholders’ of the Company, holding shareseither in physical form or in dematerialized form, as on the cut-off date (recorddate) of 23/09/2016 may cast their vote electronically. The e-voting module shallbe disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number

registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier voting of any company, then yourexisting password is to be used.

(vii) If you are a first time user follow the steps given below:For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income TaxDepartment (Applicable for both demat shareholders as well asphysical shareholders)

Members who have not updated their PAN with the

Company/Depository Participant are requested to use thesequence number which is printed on Postal Ballot /Attendance Slip indicated in the PAN field.

DividendBankDetailsOR Date

of Birth(DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyyformat) as recorded in your demat account or in the companyrecords in order to login.

If both the details are not recorded with the depository orcompany please enter the member id / folio number in theDividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Companyselection screen. However, members holding shares in demat form will nowreach ‘Password Creation’ menu wherein they are required to mandatorily entertheir login password in the new password field. Kindly note that this password isto be also used by the demat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share yourpassword with any other person and take utmost care to keep your passwordconfidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant Hina Fil India Limited on which you choose tovote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against thesame the option “YES/NO” for voting. Select the option YES or NO as desired.The option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entireResolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. Aconfirmation box will be displayed. If you wish to confirm your vote, click on “OK”,else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed tomodify your vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print”option on the Voting page.

(xvii) If a demat account holder has forgotten the login password then Enter the UserID and the image verification code and click on Forgot Password & enter thedetails as prompted by the system.

(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Votingavailable for android based mobiles. The m-Voting app can be downloadedfrom Google Play Store. Please follow the instructions as prompted by themobile app while voting on your mobile.

(xix) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) andCustodian are required to log on to www.evotingindia.com and registerthemselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entityshould be emailed to [email protected].

After receiving the login details a Compliance User should be created using theadmin login and password. The Compliance User would be able to link theaccount(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed [email protected] and on approval of the accounts they would beable to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian, if any, should be uploaded in PDFformat in the system for the scrutinizer to verify the same.In case you have any queries or issues regarding e-voting, you may refer theFrequently Asked Questions (“FAQs”) and e-voting manual available atwww.evotingindia.com, under help section or write an email [email protected]




Information in respect of appointment/re-appointment of directors atAnnual General Meeting

Pursuant to Regulation 36(3) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015

Name of director Mr. Mohammed Rafique ShaikhAge 38 YearsQualifications 12th StandardExperience 15 YearsNature of Expertise Finance & AccountsInter-se Relationship N. AName of the listed entity in whichperson holds directorship andmembership of committee of board

NIL

Shareholding of non- executivedirectors

NIL

BOARD OF DIRECTOR’S REPORTToThe Members,Hina Fil India Limited

Your directors present Annual report on the business and operations of the company togather with Audited Statement of Accounts of the company for the year ending 31st

March 2016.

The particulars pursuant to sub section 3 of section 134 of the companies act, 2013 aregiven below.

a) The extract of annual return as provided under sub-section (3) of section 92of the Companies Act, 2013:The extract of Annual return is in format MGT-9 for the financial year ended31/03/2016 is enclosed at “Annexure A” of this report.

b) Number of meetings of the Board:During the year 2015-16, 5 meetings of Board of Directors were held on30.05.2015, 15.08.2015, 31.10.2015, 12.02.2016, 31.03.2016.

c) Director’s Responsibility Statements:The director’s state that:i) In the preparation of annual accounts for the financial year ended 31st March

2016, the applicable accounting standards had been followed along withproper explanation relating to material departures;

ii) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March and of the profit/loss of the company for thatperiod;

iii) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;

iv) The director had prepared the annual accounts on a going concern basis;v) The director had laid down internal financial controls to be followed by the

company and that such internal financial controls are adequate and wereoperating effectively.

vi) The director had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate andoperating effectively.

ca) Details of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the central government.Auditor has not reported any fraud under sub-section (12) of section 143 of TheCompanies Act, 2013.

d) A Statement on Declaration given by Independent Directors under sub-section (6) of section 149.The independent Directors have submitted declaration pursuant to Section149(7) confirming that he meets the criteria of independence pursuant to section149(6). The statement has been noted by Board of Directors.

e) If Company covered under sub-section (1) of section 178, company’s policyon directors’ appointment and remuneration including criteria fordetermining qualifications, positive attributes, independence of directorand other matter provided under sub-section (3) of section 178.The Board has, on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of director and keymanagerial personal and their remuneration. The policy is disclosed at “AnnexureB” in pursuance of provision to section 178(3) of the companies Act 2013.The Company does not pay any remuneration to the Non-Executive/IndependentDirectors of the company other than sitting fees for attending the meeting of theBoard/Committee. Remuneration to the Whole Time Director/Managing Directoris governed by the relevant provisions of the Companies Act, 2013.

f) Explanations or comments by the board on every qualification, reservationor adverse remark or disclaimer made by the auditor in his report / by thecompany secretary in practice in his secretarial audit report.The statutory auditors have not made any qualifications, reservations or adverseremarks or disclaimer in the report and no explanation or comments by the boardis required.

g) Particulars of loans, guarantees or investments under section 186 ofCompanies act, 2013Company has not during the year under review (a) given any loan to any personor other body corporate (b) Given any guarantee or provide security inconnection with a loan to any other body corporate or person; and (c) Acquiredby way of subscription, purchase or otherwise, the securities of any other body

corporate, Exceeding sixty per cent of its paid-up share capital, free reserves andsecurities premium account or one hundred per cent of its free reserves andsecurities premium account, whichever is more and hence the particulars are notrequired to be included in this report.

h) Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form (Form AOC-2)The company has entered into transactions referred to in section 188(1) of TheCompanies Act, 2013 with related party and as such particulars in form AOC-2are attached to this report.

FORM AOC-2

Material related party TransactionsI. Details of contract or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered into during theyear ended 31st March, 2016 which were not at arm’s length basis

II. Details of material contracts or arrangements or transactions at arm’s lengthbasis:The details of material contracts or arrangements or transactions at arm’s lengthbasis for the year ended 31st March, 2016 are as follows.

Sr.No.

Name of theRelated Party &

Relationship

Nature ofTransaction

Duration SalientTerms

Amount

01 Badrul HaqHasanali Shaikh-Managing Director

Remuneration

Ongoing

On arm’slength basisin ordinarycourse ofbusiness

1,25,000/-

i) The state of Company’s affairsThere is no Material change in the state of affairs of the company particularlynature of business being carried out.The income of the company has decreased from Rs. 1,38,20,997/- in the year2014-15 to Rs. 31,19,313/- in the year 2015-16. The Company had a loss of Rs.12,21,873/- in the year 2014-15 and in the year 2015-16 the loss of the companywas Rs. 8,34,042/-.The Company has not issued any share capital or Debentures during the year.There is no change in the status of the company or the accounting year.

j) The amount, if any, which it proposes to carry to any reservesThe Directors do not propose to carry any amount to reserves.

k) The amount, if any, which it recommends should be paid by way ofdividendThe Directors do not recommend any amount to be paid by way of dividend.

l) Material Changes and commitments, if any, Affecting the Financial Positionof the Company which have occurred between the Ends of the financialyear of the company to which the financial statements relate and the dateof the report.There are no material changes and/or commitments affecting financial position ofthe Company occurred after end of financial year till date of this report.

m) The Conservation of Energy, Technology Absorption, Foreign ExchangeEarnings and Outgo in such manner as may be prescribed.Information and details pursuant to Rule 8(3) of the companies (Accounts) Rules,2014 with respect to above is given below.

(A) CONSERVATION OF ENERGY-i) The steps taken or impact on conservation of energy: NILii) The steps taken by the company for utilizing alternate sources of energy: NILiii) The capital investment on energy conservation equipments: NIL

(B) TECHNOLOGY ABSORPTION-i) The efforts made towards technology absorption: Not Applicableii) The benefits derived like product improvement, cost reduction, product

development or import substitution: Not Applicableiii) In case of imported technology (imported during the last three years

reckoned from the beginning of the financial year)-a. The details of technology imported : Not Applicableb. The year of import: Not Applicablec. Whether the technology been fully absorbed: Not Applicabled. If not fully absorbed, areas where absorption has not taken place, and the

reasons thereof: Not Applicable andiv)The expenditure incurred on Research and Development: NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-Foreign Exchange earned (actual inflows during the year): Rs. NILForeign Exchange outgo (actual outflows): Rs. NIL

n) A statement including development and implementation of a RiskManagement Policy for the company including identification therein of

elements of risk, if any, which in the opinion of the board may threaten theexistence of the company;The Directors do not foresee any risk that may threaten the existence of thecompany in normal course. The Directors proposes to develop and implementspecific Risk Management Policy on identification of any risk.

o) The details about the policy developed and implemented by the companyon corporate social responsibility initiatives taken during the year;Since the net worth of the company is below Five Hundred crores, Turnover ofthe company is below one thousand crores, Net Profit of the company is belowfive crores. The provision of Section 135 of The Companies Act, 2013 is notapplicable to the company and hence the company is not required undertake anycorporate Social Responsibility (CSR) initiatives.

p) In case of a listed company and every other public company having suchpaid-up share capital as may be prescribed, a statement indicating themanner in which formal annual evaluation has been made by the Board ofits own performance and that of its committees and individual directors:Pursuant to provision of the Companies Act, 2013 the board has carried out theannual performance evaluation of its own performance as well as the evaluationof the Audit Committee and Nomination & Remuneration Committee.The chairman of Board of directors and the chairman of Nomination &remuneration Committee met all the directors individually to get an overview ofthe functioning of the board and its constituents inter alia on the following boardcriteria i.e. attendance and level of participation, independence of judgmentexercised by independent directors, interpersonal relationship etc.Based on the valuable inputs received, the directors are encouraged for effectiverole in company’s management.

q) Such other matters as may be prescribed.(Pursuant to rule 8(5) of The Companies (Accounts) Rules, 2014)

i) The Financial summary or highlightsThe summary of financial Results (standalone) for the year under review is asunder:-

Particulars As on31/03/2016

As on31/03/2015

Turnover and other income 3119313.00 13820997.00Gross profit/Loss (-) before FinancialCharges & depreciation

(124415.00) (156318.00)

Interest and Financial Charges 93242.00 106344.00

Profit/Loss(-) before depreciation (217657.00) (262662.00)Depreciation 616385.00 959211.00Profit /Loss(-) After Tax for the year (834042.00) (1221873.00)

ii) The Change in the nature of business, if any:There is no Material change in nature of business of the company.

iii) The Details of Directors or key managerial personnel who wereappointed or have resigned during the year:The details of Directors and key managerial persons as on date of report areas under:

Name of Directors Designation Date of AppointmentKaneez Fatima Shaikh Director 01/04/2006Badrul Haq Hasanali Shaikh Managing Director 01/10/2015Mohammed Rafique Shaikh Director 31/12/2005Suchet Saran Mathur Non-Executive

Independent Director01/04/2006

Mohd Fouzan Shaikh CFO 31/03/2016

iv) The names of companies which have become or ceased to be itsSubsidiaries, joint ventures or associate companies during the year;No company has become or ceases to be subsidiary, joint venture orassociate company.

v) The details relating to deposits, covered under Chapter V of the Act,-(a) Accepted during the year: NIL(b) Remained unpaid or unclaimed as at the end of the year: NIL(c) Whether there has been any default in repayment of deposits or paymentof interest thereon during the year and if so, number of such cases and thetotal amount involved-

(i) At the beginning of the year: Not Applicable(ii) Maximum during the year: Not Applicable(iii) At the end of the year: Not Applicable

vi) The details of deposits which are not in compliance with therequirements of Chapter V of the Act: NIL

vii)The details of significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company’soperations in future: NIL

viii) The details in respect of adequacy of internal financial controls withreference to the Financial Statements.The company has in place adequate internal financial controls with referenceto financial statements. Periodic audits are undertaken on continuous basiscovering all major operation. During the year no Reportable Material weaknessin the operation was observed.

Disclosures under Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.Sr.No.

Requirement under Rule 5(1) Details

(i) The ratio of the remuneration of each director tothe median remuneration of the employees ofthe company for the financial year.

Badrul Haq : 4.16 %

(ii) The percentage increase in remuneration ofeach director, chief financial officer, ChiefExecutive officer, company secretary ormanager, in the financial year.

4.16% of increase inremuneration ofManaging Director.

(iii) The percentage increase in the medianremuneration of employees in the financial year

29.75% increase insalaries of employees.

(iv) Number of permanent employees on the rolls ofthe company as on 31st March, 2016.

4

(v) The explanation on the relationship betweenaverage increase in remuneration and companyperformance.

The remuneration isdecided on the basis ofperformance andavailability of talentedpersons.

(vi) Comparison of remuneration of key managerialpersonnel against performance of the company.

N.A

(vii) Variations in the market capitalization of thecompany, price earnings ratio as at the date ofthe current financial year and the previousfinancial year and percentage increase overdecrease in the market quotation of the shares ofthe company in comparison to the rate at whichthe company came out with the last public offerin case of a listed company, and in case ofunlisted companies, the variations in the networth of the company as at the close of thecurrent financial year and previous financial year.

The company’s sharesare suspended fromtrading and hencemarket capitalizationcannot be ascertained.

(viii) Average percentile increase already made in thesalaries of the employees other than themanagerial personnel in the last financial yearand its comparison with the percentile increasein the managerial remuneration and justification

No exceptionalcircumstances

4.16% increase inremuneration of

thereof and point out if there are any exceptionalcircumstances for increase in the managerialremuneration.

Managing Director.

29.75% increase insalaries of employees.

(ix) Comparison of the remuneration of each keymanagerial personnel against the performanceof the company

N.A

(x) The key parameters for any variable componentsof remuneration availed by the directors.

There is no variableComponent inremuneration ofdirectors.

(xi) The ratio of remuneration highest paid director tothat of the employee who are not directors butreceive remuneration in excess of the highestpaid director during the year.

No employee has beenpaid remuneration inexcess of highestremuneration paid toany director.

(xii) Affirmation that the remuneration is as per theremuneration policy of the company.

The company affirmsremuneration as per theremuneration policy ofthe company.

No Employee of the company has been paid Remuneration in excess of limits laid downin rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 and hence statement showing details thereof is not applicable.

Audit Committee:An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act, 2013. The Audit committee comprises of 3 directors namely ShriSuchet Saran Mathur, Shri Mohammed Rafique Shaikh and Shri Badrul Haq HasanaliShaikh. Shri Suchet Saran Mathur is the Chairman of the Audit Committee. During theyear there was no instance where the board had not accepted the Recommendation ofAudit Committee.

Vigil Mechanism/Whistle Blower PolicyPursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of theCompanies (Meetings of Board and its Power) Rules, 2014, the Board of Director hasadopted vigil mechanism in the form of Whistle Blower Policy through which, itsDirectors, Employees and Stakeholders can report their genuine concerns aboutunethical behaviors, actual or suspected fraud or violation of the Company’s code ofconduct or ethics policy.It is the Company’s Policy to ensure that no employee is victimised or harassed forbringing such incidents to the attention of the Company. The practice of theWhistleblower Policy is overseen by the Audit Committee of the Board and no employee

has been denied access to the Committee. The said policy provides for adequatesafeguards against victimization and also direct access to the higher levels ofsupervisors.

Shri Suchet Saran Mathur, the Chairman of the Audit Committee can be contacted toreport any suspected/confirmed incident of fraud/misconduct on:

Email: [email protected] no.: 022-22820425

Your Company hereby affirms that no director/employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

The Board of Directors place on records the services of all stakeholders and associateswho have co-operated in the working of the Company.




“Annexure A”Form No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31.03.2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:i. CIN L99999GJ1991PLC015974ii. Registration Date 16/07/1991iii. Name of the Company Hina Fil India Limitediv. Category / Sub-Category of the Company Company Limited By Shares/

Indian Non-Government Companyv. Address of the Registered office and

contact detailsPlot No 786/2, 40 Shed Area GIDC, Vapi-396195

vi. Whether listed company Listed Companyvii. Name, Address and Contact details of

Registrar and Transfer Agent, if anyLink Intime India Private LimitedC-13, Pannalal Silk Mills Compound, L.B.S Marg,Bhandup (West) Mumbai 400078Phone : 022-25963838Fax : - 022-25946969E-mail : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the company shall be stated:-Sr.No

Name and Description of main products /services

NIC Code of theProduct/ service

% to total turnover of the company

1 Artificial Filament Yarn 54060020 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -Sr.No.

Name and Address ofthe Company

CIN/GLN Holding/Subsidiary/Associate

% ofShares

Held

ApplicableSection

Nil Nil Nil Nil Nil

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category ofShareholders

No. of Shares held at thebeginning of the year

No. of Shares held at theend of the year

%ChangeDuring theyear

Demat Physical Total % ofTotalShares

Demat Physical Total % ofTotalShares

A. Promoters(1) Indian

a) Individual/HUF

999000 13000 1012000 1.81 999000 13000 1012000 1.81 0

b) Central Govt. 0 0 0 0 0 0 0 0 0c) State Govt(s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp. 0 0 0 0 0 0 0 0 0e) Banks / FI 0 0 0 0 0 0 0 0 0f) Any other 0 0 0 0 0 0 0 0 0Sub-Total (A) (1): 999000 13000 1012000 1.81 999000 13000 1012000 1.81 0

(2) Foreigna) NRIs-

Individual0 0 0 0 0 0 0 0 0

b) Other-Individuals

0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0d) Banks/FI 0 0 0 0 0 0 0 0 0e) Any Other 0 0 0 0 0 0 0 0 0Sub-Total (A) (2): 0 0 0 0 0 0 0 0 0TotalShareholding ofPromoters (A)=(A)(1)+(A)(2)

999000 13000 1012000 1.81 999000 13000 1012000 1.81 0

B. Public Shareholding(1) Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks / FI 0 0 0 0 0 0 0 0 0c) Central Govt 0 0 0 0 0 0 0 0 0d) State Govt(s) 0 0 0 0 0 0 0 0 0e) Venture

CapitalFunds

0 0 0 0 0 0 0 0 0

f) InsuranceCompanies

0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0h) Foreign

VentureCapital Funds

0 0 0 0 0 0 0 0 0

i) Others(specify)

0 0 0 0 0 0 0 0 0

Sub-Total (B)(1):(2) Non-Institutions

a) Bodies Corpi. Indian 1652900 124000 1776900 3.17 1251009 124000 1375009 2.45 (0.72)ii. Overseas 0 0 0 0 0 0 0 0 0

b) Individualsi. Individual

shareholdersholdingnominal sharecapital uptoRs. 1 lakh

32185906 5086492 37272398 66.49 33450396 6358492 39808888 71.02 4.53

ii. Individualshareholders

11355111 2672000 14027111 25.02 9307852 1400000 10707852 19.10 (5.92)

holdingnominal sharecapital inexcess of Rs1 lakh

c) Others(specify)

0 0 0 0 1085953 100000 1185953 2.11 2.11

-NonResidentIndian

326591 1640000 1966591 3.51 40750 1640000 1680750 3.00 (0.51)

-ClearingMembers

0 0 0 0 281348 0 281348 0.50 0.50

-NonResident(NonRepatriable)

0 0 0 0 3200 0 3200 - -

Sub-Total (B) (2): 45520508 9522492 55043000 98.19 45420508 9622492 55043000 98.19 0Total PublicShareholding (B)=(B)(1)+ (B)(2)C. Shares Held

ByCustodianFor GDRs &ADRs

0 0 0 0 0 0 0 0 0

Grand Total(A+B+C)

46519508 9535492 56055000 100.00 46419508 9635492 56055000 100.00

ii) Shareholding of PromoterSr.No.

Shareholder’s Name Share holding at theBeginning of the year

Share holding at theend of the year

%changein shareholdingduringtheyear

No. ofShares

% oftotal

Sharesof the

company

% ofShares

Pledged /Encumbered to total

shares

No. ofShares

% oftotal

Sharesof the

company

% ofShares

Pledged /Encumbered to total

shares1 Badrul Haq Hasan

Ali Shaikh442000 0.79 - 442000 0.79 - 0.00

2 Ajmerunnisa BadrulHaq

440000 0.78 - 440000 0.78 - 0.00

3 Akhlaque JamilAhmed

52000 0.09 - 52000 0.09 - 0.00

4 Kaneez FatemaBadrul Haq

45000 0.08 - 45000 0.08 - 0.00

5 Abdul Latif Shaikh 20000 0.04 - 20000 0.04 - 0.006 Mohd Hassan

Shaikh5000 0.01 - 5000 0.01 - 0.00

7 Mohd Mushir MohdJalil

4000 0.01 - 4000 0.01 - 0.00

8 Mustaq AhmedYasin Khan

4000 0.01 - 4000 0.01 - 0.00

Total 1012000 1.81 - 1012000 1.81 - 0.00

iii) Change in Promoters’ Shareholding ( please specify, if there is no change)Sr.No.

Shareholding at thebeginning of the year

Cumulative Shareholdingduring the year

No. ofshares

% of totalshares of thecompany

No. ofshares


At the beginning of the year There is no change in Promoter Shareholding during theYear.

Date wise Increase / Decrease in PromotersShare holding during the year specifying thereasons for increase / Decrease(e.g. allotment / transfer / bonus/ sweatequity etc):

N.A. N.A. N.A. N.A.

At the end of the year N.A. N.A. N.A. N.A.

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders ofGDRs and ADRs):

Sr.No



For Each of the Top 10 Shareholders No. ofshares

% of totalshares of the

company

No. ofshares

% of totalshares of the

company01 Abdul Rahim Abdul Salam Dalvi

At the beginning of the year 1500000 2.67 1500000 2.67Date wise Increase / Decrease in Shareholding during the year

N.A. N.A. N.A. N.A.

At the end of the year 1500000 2.67 1500000 2.6702 Ikramuddin Shaikh


N.A. N.A. N.A. N.A.

At the end of the year 1500000 2.67 1500000 2.6703 Munaf Irshad Shaikh


N.A. N.A. N.A. N.A.

At the end of the year 1500000 2.67 1500000 2.6704 Mumtaz Mushtaque Khan


N.A. N.A. N.A. N.A.

At the end of the year 1000000 1.78 1000000 1.7805 Sarvar R Khan


N.A. N.A. N.A. N.A.

At the end of the year 1000000 1.78 1000000 1.7806 Mustafa Abdul Redha Sultan


N.A. N.A. N.A. N.A.

At the end of the year 950000 1.69 950000 1.6907 Jignesh N Shah


N.A. N.A. N.A. N.A.

At the end of the year 787000 1.40 787000 1.4008 Parmanand G Khandwala


N.A. N.A. N.A. N.A.

At the end of the year 613000 1.09 613000 1.0909 Dharmistha Rajendra Mehta


N.A. N.A. N.A. N.A.

At the end of the year 509000 0.90 509000 0.9010 Meraj Jamil Ahmed Khan


N.A. N.A. N.A. N.A.

At the end of the year 501000 0.89 501000 0.89

V) Shareholding of Directors and Key Managerial Personnel:Sr.No.



For Each of the Directors and KMP No. ofshares


No. ofshares


01 Kaneez Fatima ShaikhAt the beginning of the year 45000 0.08 45000 0.08Date wise Increase / Decrease in Shareholding during the year

N.A. N.A. N.A. N.A.

At the end of the year 45000 0.08 45000 0.0802 Badrul Haq Hasanali Shaikh


N.A. N.A. N.A. N.A.

At the end of the year 442000 0.79 442000 0.7903 Suchet Saran Mathur

At the beginning of the year 0 0 0 0Date wise Increase / Decrease in Shareholding during the year

N.A. N.A. N.A. N.A.

At the end of the year 0 0 0 004 Mohammed Rafique Shaikh

At the beginning of the year 0 0 0 0Date wise Increase / Decrease in Shareholding during the year

N.A. N.A. N.A. N.A.

At the end of the year 0 0 0 0

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

SecuredLoans

excludingdeposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of the financialyeari) Principal Amount 28196970 0 0 28196970ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0Total (i + ii + iii) 28196970 0 0 28196970Change in Indebtedness during the financialyear* Addition 0 0 0 0* Reduction 163311 0 0 163311Net Change 163311 0 0 163311Indebtedness at the end of the financial yeari) Principal Amount 28033659 0 0 28033659ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0Total (i + ii + iii) 28033659 0 0 28033659

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:Sr.No.

Particulars of Remuneration Name of MD/WTD/ ManagerBadrul Haq Hasanali Shaikh

(Managing Director)

Total Amount

1. Gross salary 125000.00 125000.00(a) Salary as per provisions contained in section17(1) of the Income0tax Act, 1961

125000.00 125000.00

(b) Value of perquisites u/s 17(2) Income taxAct, 1961

NIL NIL

(c) Profits in lieu of salary under section 17(3)Income tax Act, 1961

NIL NIL

2. Stock Option NIL NIL3. Sweat Equity NIL NIL4. Commission

- as % of profit- others, specify…

NIL NIL

5. Others, please specify NIL NILTotal (A) 125000.00 125000.00Ceiling as per the Act

B. Remuneration to other directors:Sr.No.

Particulars of Remuneration Name of Directors Total Amount

Independent Directors Suchet Saran Mathur

Fee for attending board committeemeetings

NIL NIL

Commission NIL NILOthers, please specify NIL NILTotal (1) NIL NILOther Non-Executive Directors Kaneez Fatima Shaikh Mohammed Rafique

ShaikhFee for attending board committeemeetings

NIL NIL NIL

Commission NIL NIL NILOthers, please specify NIL NIL NILTotal (2) NIL NIL NILTotal (B)=(1+2) NIL NIL NILTotal ManagerialRemuneration

NIL NIL NIL

Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTDS.N Particulars of Remuneration Key Managerial Personnel1. Gross salary Mohd Fouzan Shaikh

(CFO)(a) Salary as per provisions contained insection 17(1) of the Income0tax Act, 1961

NIL NIL

(b) Value of perquisites u/s 17(2) Income taxAct, 1961

NIL NIL

(c) Profits in lieu of salary under section 17(3)Income tax Act, 1961

NIL NIL

2. Stock Option NIL NIL3. Sweat Equity NIL NIL4. Commission

- as % of profit- Others specify…

NIL NIL

5. Others, please specify NIL NILTotal

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:Type Section of the

Companies ActBrief

DescriptionDetails ofPenalty /

Punishment/Compoundingfees imposed

Authority[RD / NCLT/

COURT]

Appeal made,if any (give

Details)

A. COMPANYPenalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NIL

B. DIRECTORSPenalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NIL

C. OTHER OFFICERS IN DEFAULT

Penalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NIL




“Annexure B”

DISCLOSURE OF POLICY FOR REMUNERATION OF DIRECTORS, KEYMANAGERIAL PERSONNEL AND OTHER EMPLOYEES

(Pursuant to subsection 3 and 4 of section 178 of The Companies Act 2013)

Remuneration Policy:

1. Remuneration to managerial personnel will be recommended to the board by thecommittee and same shall be subject to approval of shareholders and/or centralgovernment where ever required.

2. Remuneration to managerial personnel shall be in accordance with the provisionsof the Companies Act, 2013 and other applicable acts.

3. Increment to existing remuneration shall be as per recommendation of committeeand within the limits approved by shareholders.

Remuneration to managerial personnel:

1. The managerial personnel shall be entitled to monthly remuneration as approvedby the board on recommendation of the committee and same shall be inaccordance with the provision of the Companies act, 2013 and rules made thereunder The breakup of pay scale and quantum of perquisites and non-monetarybenefits shall also be approved by board on recommendation of the committee.

2. The managerial Personnel shall also be eligible to performance linked incentivesas may be determined by board.

3. The managerial personnel may also be paid commission as may be approved byshareholders.

4. The managerial personnel shall be entitled to minimum remuneration inaccordance with Schedule V of the Companies Act, 2013 in event of no profit orinadequacy of profit.

Remuneration to Non-executive / Independent directors:

1. The remuneration shall be in accordance with the Companies Act, 2013 and rulesmade there under.

2. The non-executive/independent directors may receive sitting fees for attending themeeting of board of directors or an committee which shall be within the prescribedlimit under the act. Non – executive directors shall be reimbursed travelling andincidental expense for attending the meeting.

3. Non- executive directors may also be paid commission subject to approval by theshareholders and within the limit not exceeding 1% of the profit of the company.

4. Non-executive directors shall not be entitled stock options.

Disclosures pursuant to Regulation 34(3) and Schedule V of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 are as under:

A. Related Party Disclosure

Sr.No.

In theaccounts of

Disclosures of amounts at the year end and themaximum amount of loans/ advances/ Investmentsoutstanding during the year.

1 HoldingCompany

o Loans and advances in the nature of loans tosubsidiaries by name and amount: NIL

o Loans and advances in the nature of loans to associatesby name and amount: NIL

o Loans and advances in the nature of loans tofirms/companies in which directors are interested byname and amount: NIL

2 Subsidiary Same disclosures as applicable to the parent company inthe accounts of subsidiary company: NIL

3 HoldingCompany

Investments by the loanee in the shares of parent companyand subsidiary company, when the company has made aloan or advance in the nature of loan: NIL

B. Management Discussion And Analysis Report:

(a) Industry structure and developments:For the Textiles industry, the global focus is shifting from China to India due to cost andstability factors. The government’s positive steps are expected to help this shift and ifforeign investments in textiles retail materialize, the consumption of the textile product inthe domestic market should increase in the years to come. Recently, Government haswithdrawn the requirement of export contract registration for cotton and cotton yarn andnow these are in free list, without any requirement of registration, which should boostexport of cotton yarn and simultaneously, the domestic market is expected to improve.

(b) Opportunities and Threats:Opportunities:1. Increase in consumption pattern across the country along with the rising

demand for high quality premium fabrics.2. Large and potential domestic and international market. Promising export

potential.Threats:1. Pricing pressure due to opening up of quotas.2. Enhanced competition from other countries.3. Rising production cost from increasing wages, power and interest cost.

(c) Segment–wise or product-wise performance:Company operates in single segment and segment wise reporting is not applicable,Product –wise performance is expected to improve.

(d) Outlook:The Company shall continue to explore its policy of expansion based on availability ofresources and opportunity.

(e) Risks and concerns:Risk is an inherent part of any business. There are various types of risks, that threatthe existence of a company like Strategic Risk, Business Risk, Finance Risk, FinanceRisk, Environment Risk, Personnel risk, Operational Risk, Reputation Risk, RegulatoryRisk, Technology Risk, Political Risk etc. Your company aims at enhancing andmaximizing shareholders value by achieving appropriate trade –off between risk &returns.

(f) Internal control systems and their adequacy:The company has adequate internal control systems and is in process of furtherstrengthening the existing internal control systems. The financial statements arereviewed periodically by the management. The company has set up an internal Audittrail whereby deviations, if any, can be brought to the notice of the management quicklyand remedial actions are initiated immediately.

(g) Discussion on financial performance with respect to operational performance:

Particulars As on31/03/2016

As on31/03/2015

Turnover and other income 3119313.00 13820997.00Gross profit/Loss (-) before FinancialCharges & depreciation

(124415.00) (156318.00)

Interest and Financial Charges 93242.00 106344.00Profit/Loss(-) before depreciation (217657.00) (262662.00)Depreciation 616385.00 959211.00Profit /Loss(-) After Tax for the year (834042.00) (1221873.00)

(h) Material developments in Human Resources / Industrial Relations front, includingnumber of people employed:The industrial relations remained cordial throughout the year. The employees of thecompany have extended a very productive co-operation in the efforts of themanagement to carry the company the greater heights. Continuous training down the

line is a normal feature in the company to upgrade the skills and knowledge of theemployees and workmen of the company.

Disclosure of Accounting Treatment:Financial statements have been prepared in accordance with applicable AccountingStandards, hence Para B (2) of Schedule V of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicableto the company.

C. Corporate Governance Report: Pursuant to Regulation 15(2) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, the provision of Para C of Schedule V of SEBI (LODR) relating toCorporate Governance Report is not applicable to the company.

D. Declaration signed by the chief executive officer stating that the members ofboard of directors and senior management personnel have affirmedcompliance with the code of conduct of board of directors and seniormanagement: Pursuant to Regulation 15(2) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015, theprovision of Para D of Schedule V of SEBI (LODR) relating to Declaration by CEO isnot applicable to the company.

E. Compliance certificate from either the auditors or practicing companysecretaries regarding compliance of conditions of corporate governance shallbe annexed with the directors’ report: Pursuant to Regulation 15(2) of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, the provision of Para E of Schedule V of SEBI (LODR) relating toCompliance Certificate is not applicable to the company.

F. Disclosures with respect to demat suspense account/unclaimed suspenseaccount: NIL




Hina Fil India LimitedReg. Office: Plot No 786/2, 40 Shed Area, GIDC, Vapi 396195

CIN: L99999GJ1991PLC015974 Email id.: [email protected]

ATTENDANCE SLIP

To be handed over at the entrance of the Meeting Hall of25th Annual General Meeting

Folio No./ DP ID/Client ID No. :Number of shares held:Name of the attendingMember/Proxy:

I hereby record my presence at the 25th Annual General Meeting of Hina Fil IndiaLimited held on Friday, 30th September, 2016 at 11.00 a.m. at Plot No 786/2, 40 ShedArea, GIDC, Vapi 396195

-------------------------------------Member’s/Proxy’s Signature

(To be signed at the time of handing over the slip)


CIN: L99999GJ1991PLC015974 Email id.: [email protected] No. MGT-11

Proxy form[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN :Name of the company:Registered office:

L99999GJ1991PLC015974Hina Fil India LimitedPlot No 786/2, 40 Shed Area, GIDC, Vapi 396195

Name of the Member (s) :Registered address :E-mail Id:Folio No/ Client Id :DP IDI/We, being the member (s) of …………. shares of the above named company, hereby appoint1. Name :Address :E-mail Id :Signature Or failing him2. Name :Address :E-mail Id :Signature Or failing him3. Name :Address :E-mail Id :Signatureas my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the AnnualGeneral Meeting of the Company, to be held on the 30th day of September, 2016 at 11.00 a.m. atPlot No 786/2, 40 Shed Area, GIDC, Vapi 396195 and at any adjournment thereof in respect ofsuch resolutions as are indicated below:

Sr. No. Resolution For Against

Ordinary Business:-1 Adoption of Financial Statements2 Re-appointment of director3 Ratification of Appointment of Statutory Auditors

Signed this…………….day of…………2016

Affix RevenueStampSignature of Shareholder

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at theRegistered Office of the Company, not less than 48 hours before the commencement of theMeeting.


CIN: L99999GJ1991PLC015974 Email id.: [email protected] / POLL FORM

(The members who are not able to attend the Annual General Meeting can send theirassent or dissent in writing in respect of the resolutions as set out in the Notice bysending the duly dilled and signed Ballot/ Poll Form to Mr. Kunjal Dalal, proprietor K.Dalal & Co., Practicing company secretaries, (the Scrutinizer) C/o Hina Fil India Limited:Plot No 786/2, 40 Shed Area, GIDC, Vapi 396195, so as to reach him on or before 29 th

September, 2016)NameAddressDP Id*Client Id*Folio No.No. of shares held

*Applicable for investors holding shares in electronic form

I/We hereby exercise my/our vote in respect of the Ordinary Resolution(s) / specialResolution(s) as specified in the notice of Hina Fil India Limited dated 30/05/2016 to bepassed through Ballot/Poll for the businesses stated in the said Notice by conveyingmy/Our assent or dissent to the said Resolution in the relevant box below:

Sr.No.

Resolution Type ofResolution(Ordinary/Special)

I/Weassent to

theresolution

(For)

I/Wedissent to

theresolution(Against)

Ordinary Business1 Adoption of Financial Statements Ordinary2 Re-appointment of director Ordinary3 Ratification of Appointment of Statutory

AuditorsOrdinary

Place:Date:

Signature of Member / Beneficial Owner

notice - bombay stock exchange · 2016. 10. 5. · notice notice is hereby given that the 25th...

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