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Hatsun Agro Product Ltd.

BSE: 531531 Sector: Agri and agri inputs
NSE: HATSUN ISIN Code: INE473B01035
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OPEN 709.60
PREVIOUS CLOSE 711.20
VOLUME 548
52-Week high 825.00
52-Week low 319.95
P/E 73.53
Mkt Cap.(Rs cr) 10,698
Buy Price 701.40
Buy Qty 94.00
Sell Price 702.90
Sell Qty 6.00
OPEN 709.60
CLOSE 711.20
VOLUME 548
52-Week high 825.00
52-Week low 319.95
P/E 73.53
Mkt Cap.(Rs cr) 10,698
Buy Price 701.40
Buy Qty 94.00
Sell Price 702.90
Sell Qty 6.00

Hatsun Agro Product Ltd. (HATSUN) - Director Report

Company director report

To the Members

The Directors have great pleasure in presenting their 32nd Report along with theaudited financial statement for the financial year ended March 31 2017.

FINANCIAL RESULTS

The financial results of the Company for the year ended March 31 2017 are summarisedbelow:

(Rs. in Lakhs)

PARTICULARS CURRENT YEAR ENDED 31st MARCH 2017 PREVIOUS YEAR ENDED 31st MARCH 2016
Revenue from Operations (net) 419966 344468
Other Income 561 463
Total Income 420527 344931
Operating Expenditure 382020 314000
Profit before Interest Depreciation and Amortisation and Tax 38507 30931
Finance Costs (net) 7020 6825
Depredation and Amortisation 14560 10709
Profit before Taxes 16927 13397
Tax Expenses 3681 3646
Income tax pertaining to earlier years (150.00) 3702
Net Profit for the Year 13396 6049
Balance Brought Forward from Previous Year 9697 8880
Amount Available for Appropriation 23094 14930
APPROPRIATIONS
Interim Dividends on Equity Shares 1522 4348
Tax on Dividends 309 885
Transfer to General Reserve - -
Balance carried to Balance Sheet 21262 9697

PERFORMANCE OF THE COMPANY

During the year your Company registered a total income of Rs. 420527 Lakhsrepresenting an increase of 21.92 % over that of the previous year. The PBDIT has alsoincreased from Rs. 30931 Lakhs (FY2015-2016) to Rs. 38507 Lakhs (FY 2016-2017). The netprofit during the year was Rs. 13396 Lakhs in comparison with previous year which stoodat Rs. 6049 Lakhs representing a remarkable increase of 121% over that of the previousyear.

During the financial year under review your Company registered a healthy growth inrevenues from Milk Ice creams Curd and other Milk Products over that of the previousyear.

DIVIDEND

During the year your Company on 6th August 2016 has declared and paid first interimdividend of Re. 1 /- per equity share and on 27th April 2017 your Company has declaredand paid second interim dividend of Rs. 3.00/- per equity share thereby totalling to 400%on equity share capital. The cash outflow on account of first interim dividend excludingdividend tax for the year 2016-17 aggregated to Rs.1522 Lakhs and the cash outflow onaccount of second interim dividend for the year 2016-17 excluding dividend tax aggregatedto Rs.4565 Lakhs thereby resulting in a total payout of 45.43% of the net profits of theCompany.

During the financial year 2016-17 an amount of Rs. 1921517- being unclaimed dividendpertaining to the financial year 2008-09 (Interim dividend) was transferred to InvestorEducation & Protection Fund (IEPF).

SHARE CAPITAL

During the year on 15th July 2016 the Board of Directors has allotted 43476659Equity Shares as Bonus Shares in the ratio of 2 (two) new equity shares of Re. 1 / - eachfor every 5 (five) existing equity shares of Re. 1 /- each to the Shareholders of theCompany as on the record date fixed for the purpose of Bonus Issue. Post the allotment ofBonus Equity Shares the share capital of the Company as of 31st March 2017 stood at152168307 Equity Shares of Re. 1 /- each.

TRANSFER TO RESERVES

The Company retained the entire surplus in the Profit and Loss Account and hence notransfer to General Reserve was made during the Year.

FINANCE

During the year there has been an increase of 2.85 % in the finance costs on accountof term loans availed from few Banks. The Company continues to focus on judiciousmanagement of its working capital and has taken care to ensure that the Company borrowingsare obtained at very competitive rates. Receivables inventories and other working capitalparameters were kept under strict check through continuous monitoring.

DEPOSITS

The total amount of fixed deposits (excluding interest on Cumulative Deposits) frompublic outstanding and unclaimed as at 31st March 2017 was Rs. 1.53 Lakhs out of which asum of Rs.0.92 Lakhs represents three accounts of Fixed/Non Cumulative Deposits and Rs.0.61 Lakhs represents two accounts of Cumulative Deposits.

(a) Accepted during the Year NIL
(b) Remained unpaid or unclaimed as at the end of the year (Including interest thereon) 1 Principal - Rs.1.53 Lakhs
Interest - Rs. 0.15Lakhs
Total - Rs. 1.68 Lakhs
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved: No deposits have been accepted by the Company during the year and there did not arise any default during the year.
i. As at 1st April 2016 NIL
ii. During April 2016 to March 2017 NIL
iii. As at 31st March 2017 NIL
(d) Details of deposits which are not in compliance with the requirements of Chapter V of the Act NIL

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans and guarantees given by the Company falling under Section 186 ofthe Companies Act 2013. Particulars of investments covered under Section 186 forms partof the notes on financial statements provided in this Annual Report.

BOARD'S APPRECIATION TO MR.K.S.THANARAJAN ERSTWHILE JOINT MANAGING DIRECTOR OF THECOMPANY

Your Board wish to record its appreciation in this report for the outstanding servicesrendered by Mr. K.S.Thanarajan JMD during his tenure as Joint Managing Director whoresigned from his said position with effect from 31 st December 2016.

Mr. K.S.Thanarajan had served the Board as Joint Managing Director of the Company formore than two decades and was largely responsible for the success of Dairy Division of theCompany. The dedicated effort and management of Dairy Division in all aspects by Mr.K.S.Thanarajan has steered the growth and brought greater economies of scale in theoperations which benefitted the Company in its long run.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments and Resignations

During the year under review Mr. KS.Thanarajan resigned from his position as JointManaging Director of the Company with effect from 31 st December 2016. Subsequent to hisresignation the Board of Directors at their meeting held on 18th January 2017 inductedMr. K. S.Thanarajan as an Additional Director (Non-Executive and Non Independent) witheffect from 18th January 2017. As an Additional Director Mr. KS.Thanarajan shall holdoffice till the commencement of the 32nd Annual General Meeting.

Details of appointments and resignations of Directors and Key Managerial Personnelduring the year are tabled below:

NAME OF DIRECTOR/ KEY MANAGERIAL PERSONNEL DESIGNATION DATE OF APPOINTMENT DATE OF RESIGNATION
Mr. KS.Thanarajan Joint Managing Director Re-appointed as Joint Managing Director with effect from 1st March 2014. Resigned with effect from 31 st December 2016.
Additional Director (Non-Executive and Non Independent) Appointed as an Additional Director with effect from 18th January 2017. Not Applicable

RE-APPOINTMENTS

As per provisions of the Companies Act 2013 Shri. C.Sathyan is liable to retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board of Directors recommends his re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all its Independent Directors that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 in respect of the financial year ended March 31 2017.

WINDMILL AND SOLAR PROJECTS

During the year your Company has successfully commissioned twelve (12) windmills with24 MW capacity in Tuticorin District Tamil Nadu and Solar plant with 550 KW capacityduring March 2017 in Dindigul District Tamil Nadu. These green energy projects will meetabout 75% of the power requirements of the Company which will result in substantialsavings in energy costs in the long term for the Company apart from contributing forbuilding a greener India.

UPDATE ON SETTLEMENT COMMISSION

During the year 2015-16 your Company had filed an Application for settlement of casesunder Income Tax Act 1961 with the Settlement Commission relating to the claim fordeduction under Section 80-IB of Income Tax Act 1961 in respect of its two units on 22ndMarch 2016. The application is under consideration with the Settlement Commission.

BUSINESS RESPONSIBILITY REPORT

Your Company being among the top 500 entities based on market capitalisation has topresent the Business Responsibility Report as required under Regulation 34 (2) (1) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The Business Responsibility Report forming part of this Annual Reportelaborates on principles as prescribed by SEBI vide its Circular CIR/CFD/CMD/10/2015 datedNovember 04 2015.

BOARD MEETINGS HELD DURING THE FINANCIAL YEAR During the year eight (8) Board Meetingswere convened and held the details of which are given in the Corporate Governance Report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

BOARD COMMITTEES

The primary four committees of the Board are Audit Committee Nomination andRemuneration Committee Stakeholders' Relationship Committee and Corporate SocialResponsibility Committee. Other than above said primary committees the Board also has thefollowing additional committees viz. Sub Committee Share Transfer Committee RiskManagement Committee and Core Committee. A detailed note on the committees is providedunder the Corporate Governance Report forming part of this Board's Report. The Compositionof the Primary Committees and their meeting dates are given below:

NAME OF THE COMMITTEE COMPOSITION DETAILS OF MEETINGS HELD DURING THE YEAR
Audit Committee The Committee which earlier had three Non-Executive Independent Directors was reconstituted on 16th March 2016 to comprise five Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director. live meetings were held during the year on the following dates:- 27th May 2016 15th July 2016 19th August 2016 18th October 2016 18th January 2017
Nomination and Remuneration Committee The Committee which earlier had five Non-Executive Independent Directors was reconstituted during the year on 18th January 2017 to comprise five Non-Executive Independent Directors and one Non-Executive and Non Independent Director. The Chairman of the Committee is an Independent Director One meeting was held during the year on the following date:- 18th January 2017
Stakeholders' Relationship Committee The Committee which earlier had five Non-Executive Independent Directors was reconstituted during the year on 18th January 2017 to comprise five Non-Executive Independent Directors and one Non-Executive and Non Independent Director. The Chairman of the Committee is an Independent Director Four meetings were held during the year on the following dates:- 27th May 2016 15th July 2016 18th October 2016 18th January 2017
Corporate Social Responsibility Committee The Committee which earlier had two Executive Directors and one Independent Director was reconstituted during the year on 18th January 2017 to comprise one Executive Director one Non-Executive Independent Director and one Non-Executive and Non Independent Director The Chairman of the Committee is an Independent Director One meeting was held during the year on following date:- 16th March 2017

Details of recommendations of Audit Committee which were not accepted by the Boardalong with reasons

The Audit Committee generally makes certain recommendations to the Board of Directorsof the Company during their meetings held to consider any financial results (Unaudited andAudited) and such other matters placed before the Audit Committee as per the Companies Act2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 from time to time. During the year the Board of Directorshas considered all the recommendations made by the Audit Committee and has accepted andcarried on the recommendations suggested by the Committee to its satisfaction. Hence thereare no recommendations unaccepted by the Board of Directors of the Company during the yearunder review.

DETAILS OF POLICIES DEVELOPED BY THE COMPANY

(i) Nomination and Remuneration Policy

The Company has formulated the Nomination and Remuneration Policy in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andPart D of Schedule II of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time. The objective ofthis policy is to ensure:

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully;

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance with short and long-term performance objectives appropriate to theworking of the Company and its goals

This policy is being governed by the Nomination and Remuneration Committee comprisingof members of the Board as stated above comprising of five Independent Directors and oneNon-Executive and Non Independent Director. The policy lays down the standards to befollowed by the Nomination and Remuneration Committee with respect to the appointmentremuneration and evaluation of Directors and Key Management Personnel. The Nomination andRemuneration Policy is annexed herewith marked as Annexure A and forms part of thisreport.

Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company has formulated the Nomination and Remuneration Policy in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andPart D of Schedule II of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time. This policygoverns the criteria for deciding the remuneration for Directors and Key ManagementPersonnel. It is affirmed that the remuneration to Directors and Key Management Personnelis being fixed based on the criteria and parameters mentioned in above mentioned policy ofthe Company

BOARD DIVERSITY

The Company recognises and values the importance of a diverse board as part of itscorporate governance and success. The Company believes that a truly diverse Board willleverage differences in ideas knowledge thought perspective experience skill setsage ethnicity religion and gender which will go a long way in retaining its competitiveadvantage. The Board has on the recommendation of the Nomination and RemunerationCommittee adopted a Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors.

(ii) Corporate Social Responsibility Policy (CSR)

Your Company recognises that its business activities have wide inpact on the societiesin which it operates and therefore an effective practice is required giving dueconsideration to the interests of its stakeholders including shareholders customersemployees suppliers business partners local communities and other organisations.

Your Company endeavors to make CSR an important agenda and is committed to itsstakeholders to conduct its business in an accountable manner that creates a sustainedpositive impact on society Your Company satisfying the threshold as stipulated underSection 135 of the Companies Act 2013 has established the CSR Committee comprising ofmembers of the Board as stated above and the Chairman of the Committee is Non-Executiveand Independent Director. The said Committee has formulated and approved the CSR Policyfor the Company with its major focus on:-

- Devising meaningful and effective strategies for carrying out CSR activities andengaging with all stakeholders towards implementation and monitoring

- Make sustainable contributions to communities.

- Identify socio-economic opportunities to perform CSR activities.

- Focus on social welfare activities as envisaged in Schedule VII of Companies Act2013.

The Policy also focuses on the constitution of CSR Committee roles andresponsibilities of CSR Committee CSR activities to be undertaken and allocation of fundsfor carrying out such CSR activities implementation and monitoring the execution of CSRactivities for the Company. The CSR Committee shall recommend to the Board of Directors toimplement the CSR activities covering

any of the areas as detailed under Schedule VII of Companies Act 2013. Annual Reporton CSR activities as required under the provisions of Companies Act 2013 is annexedherewith marked as Annexure B and forms part of this report.

(iii) Risk Management Policy

The Board of Directors of your Company has adopted a Risk Management Policy whichdetails the procedures to be followed by the Company with regard to risk management. TheCompany has formed a Risk Management Committee comprising of three members of the Boardwho shall evaluate and review the risk factors associated with the operations of theCompany and recommend to the Board the methods to mitigate the risk and advise from timeto time various measures to minimising the risk and monitor the risk management for theCompany.

The policy broadly defines the scope of the Risk Management Committee which comprisesof:-

- Review and approve the Risk Management Policy and associated frameworks processesand practices of the Company

- Ensuring that the Company is taking the appropriate measures to achieve prudentbalance between risk and reward in both ongoing and new business activities.

- Evaluating significant risk exposures of the Company and assess management's actionsto mitigate the exposures in a timely manner (including one-off initiatives and ongoingactivities such as business continuity planning and disaster recovery planning &testing).

- Co-ordinating its activities with the Audit Committee in instances where there is anyoverlap with audit activities (e.g internal or external audit issue relating to riskmanagement policy or practice).

- Reporting and making regular recommendations to the Board

(iv) Whistle-Blower Policy - Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle-Blower)mechanism provides a channel to the Employees and Directors to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Code ofConduct or Policy. The mechanism provides for adequate safeguards against victimisation ofEmployees and Directors to avail of the mechanism and also provide for direct access tothe Chairman of the Board/Chairman of the Audit Committee in exceptional cases.

In line with the statutory requirements the Company has formulated a Whistle-BlowerPolicy/Vigil Mechanism which covers malpractices and events which have taken place/suspected to have taken place misuse or abuse of authority fraud or suspected fraudviolation of company rules manipulations negligence causing danger to public health andsafety misappropriation of monies and other matters or activity on account of which theinterest of the Company is or is likely to be affected and formally reported by whistleblowers concerning its employees.

The Managing Director is responsible for the administration interpretationapplication and review of this policy The Managing Director is also empowered to bringabout necessary changes to this Policy if required at any stage with the concurrence ofthe Audit Committee. The mechanism also provides for access to the Chairman of the AuditCommittee in required circumstances.

(v) Dividend Distribution Policy

According to the Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended your company Ming under top 500 listed entitiesbased on the market capitalisation (calculated as on March 31 of every financial year) hasframed the Dividend Distribution Policy which is attached in this Annual Report marked as AnnexureF.

EVALUATION OF BOARD COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 an annual performance evaluation of the performance of the Board the Directorsindividually as well as the evaluation of the working of the Board Committees was carriedout based on the criteria and framework adopted by the Board.

The evaluation process for measuring the performance of Executive/Non-Executive andIndependent Directors is being conducted through a survey which contains a questionnairecapturing each Board and Committee Member's response to the survey which provides acomprehensive feedback to evaluate the effectiveness of the Board and its Committees as awhole and also their independent performance. Each Director who responded to the surveyhas graded their peers against each survey item from P1 to P3 with P1 marking the lowerefficiency and P3 the highest efficiency which revealed more realistic data on measuringthe effectiveness of the Board dynamics flow of information decision making of Directorsand performance of Board and Committee as a whole.

The Independent Directors evaluation was done with main focus on their adherence to theCorporate Governance practices and their efficiency in monitoring the same. They are alsobeing evaluated on various parameters viz. active participation in strategic planningfiduciary responsibilities participation in Board and Committee meetings etc.

Apart from the above the performance of Non Independent Directors and the Board as awhole in terms of prudent business practices adopted by them towards governance of theoperations of the Company adherence to the highest standards of integrity and businessethics exercising their responsibilities in bona fide manner in the best interest of theCompany and not allowing any extraneous consideration that shall impede their decisionmaking authority in the best interest of the Company was also carried out to evaluatetheir performance The performance evaluation of the Non Independent Directors was carriedout by the entire Board of Directors (excluding the Director being evaluated) and theyhave expressed their satisfaction with the evaluation process which considered theircommitment and the exercise of their responsibilities in the best interest of the Company.

The performance of the Chairman of the Company was reviewed by the IndependentDirectors who ensured during their review that the Chairman conducted the Boardproceedings in unbiased manner without any conflict with his personal interest at anypoint of time. It was further ascertained by the Independent Directors that the Chairmanallowed the Board Members to raise any concerns on any businesses of the Board duringtheir Meetings and addressed them at the best interest of the Company

Training and familiarisation program for Independent Directors

Every Independent Director on being inducted into the Board attends an orientationprogram. To familiarise the new directors with the strategy operations and functions ofour Company the Executive Directors/ Senior Managerial Personnel make presentations tothe inductees about the Company's strategy operations product offerings organisationstructure human resources technologies facilities and risk management Further at thetime of appointment of Independent Directors the Company issues a formal letter ofappointment outlining his/her role functions duties and responsibilities as a Director.The detailed familiarisation program for Independent Directors is hosted on the website ofthe Company and the weblink for same is http://www.hap.in/investors-polides.htm l

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR.

Your Company has no subsidiaries joint venture or associate companies and hence thedisdosure does not arise.

AUDITORS Statutory Auditors

The Statutory Auditors M/s. S.R.Batliboi & Associates LLP Chartered Accountantswill be completing their maximum permitted tenure of ten years as Statutory Auditors ofthe Company on condusion of the 32nd Annual General Meeting of the Company to be held inthe year 2017. As the term of the present Statutory Auditors expires by the conclusion ofthe ensuing Annual General Meeting in accordance with provisions of Companies Act 2013the Company is required to appoint new auditors in their place in the 32nd Annual GeneralMeeting on the recommendation of the Board.

The Board of Directors at its meeting held on 27th April 2017 and with therecommendations of the Audit Committee recommended to the Shareholders the appointment ofM/s. Deloitte Haskin & Sells LLP Chartered Accountants as Statutory Auditors from theconclusion of this 32nd Annual General Meeting till the conclusion of 37th Annual GeneralMeeting of the Company subject to ratification of their appointment by the members atevery intervening Annual General Meeting. In this regard the Company has also received acertificate from the incumbent auditors confirming their eligibility and willingness to beso appointed and also that their appointment if approved by the shareholders it would bein accordance with the provisions of Section 141.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. S Dhanapal Senior Partner Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report for the financial year2016-2017 is annexed herewith marked as Annexure C and forms part of this report.

Cost Auditor

Pursuant to the provisions of clause (g) of sub-section (3) of section 141 read withsub section (3) of section 148 of the Companies Act 2013 the Company had appointed M/s.STR & Associates Cost Accountants (Firm Registration No.000029) as Cost Auditor ofthe Company to conduct the audit of the cost accounting records maintained by the Companyrelating to Milk Powder in respect of all the units of the Company for the financial year2016-17. As M/s. STR & Associates Cost Accountants had expressed their unwillingnessto continue as Cost Auditors owing to their personal decision on limiting their audits tofew Clients; the Board of Directors at its meeting held on 27th April 2017 with therecommendations of the Audit Committee has filled the casual vacancy in the office of theCost Auditor with the appointment of M/s. Ramachandran & Associates Cost Auditors(Firm Registration No.000799) to conduct the audit of the cost accounting recordsmaintained by the Company relating to those products as mandated by the Companies Act2013 and the Companies (Cost records and audit) Rules 2014 as amended in respect of allthe units of the Company for the financial years 2016-17 and 2017-18.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under Section 197 of the Companies Act 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

(i) Details of top ten employees in terms of remuneration drawn:

Name of the Employee Designation of the employee Remuneration received (Amount in Rs. Per annum) Nature of employment whether contractual or otherwise Qualifications and experience of the employee Date of commencement of employment Age of such employee Last employment held by such employee before joining the company Percentage of Equity Shares held by the Employee in the Company by himself or along with his spouse and dependent children being not less than two percent of the Equity Shares of the Company Whether any such employee is a relative of any Director or Manager of the Company and if so name of such Director or Manager.
John Henry Neizent SPECIALIST -DAIRY HERD DEVELOPMENT 6884454 Permanent PHD in Agronomy/Paras- itology/Nutrition 19.01.2015 56 Brownes Dairy Nil None
Ramachandran H. CHIEF FINANCIAL OFFICER 5234538 Permanent ICWA ACS 11.02.2015 53 Bay Forge Ltd. Nil None
Ratnakar P. Sundara Rajan AVP-SOURCING & COMMERCIAL 4802694 Permanent B.Com. PGD.R.M 04.06.2010 56 Nilgiris Dairy Farms Pvt Ltd. Nil None
Anil Kumar P.A. ASSOCIATE VICE PRESIDENT - Q A 4677738 Permanent M.SC. Dairy Microbiology 25.03.2009 58 Heritage Food India Ltd. Nil None
Prasanna Venkatehs AVP-MARKETING & SALES 4337748 Permanent B.SC. PG.D.BA 03.08.1998 52 Henkel SPIC Nil None
Ulhas Vasant Ambre GENERAL MANAGER-RANT 3467559 Permanent IDD 02.06.2012 45 Delmote Food (UAE) Fze Nil None
Jerome J. ASSOCIATE VICE PRESIDENT 3025542 Permanent B.SC. 05.08.2002 57 Rasna Pvt ltd. Nil None
Boopathy A JOINT GENERAL MANAGER- ACCOUNTS 2608977 Permanent GA 15.03.2001 44 Hunter Snacks Pvt Ltd Nil None
Sam Joseph A SENIOR GENERAL MANAGERSOURCING 2510913 Permanent B.E 18.11.2009 43 Srinivasa Pine Arts Pvt Ltd. Nil None
Shanmuga priyan J. SENIOR GENERAL MANAGER-IA& PROCESS 2394675 Permanent M.COM 07.03.2001 39 First Employement in HATSUN Nil None

(ii) Details of the employees employed throughout the year and drawing remunerationwhich in the aggregate is not less than Rupees One Crore and Two Lakhs per annum duringthe financial year. - NIL.

(iii) Employees employed for a part of the financial year was in receipt ofremuneration for any part of that year which in the aggregate exceeds Rupees Eight Lakhsand Fifty Thousand per month during the financial year.

Name of the Employee Mr. K.S.Thanarajan
Designation of the Employee Joint Managing Director
Remuneration received till 31st December 2016 (Amount in Rs. per annum). 36001331/-
Nature of employment whether contractual or otherwise Permanent
Qualifications and experience of the employee Post Graduate in Economics and 22 years
Date of commencement of employment 18th July 1995
Age of such employee 68 years
Last employment held by such employee before joining the company SPIC Limited
Percentage of equity shares held by the employee in the company by himself or along with his spouse and dependent children being not less than two percent of the equity shares of the company NIL
Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager No

(iv) None of the employees except Managing Director and Executive Director employedthroughout the financial year or part thereof hold by himself/herself or along withhis/her spouse and dependent children more than two per cent of the equity shares of theCompany.

Details required as per Section 197 and Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

NAME OF DIRECIOR/KMP AMOUNT OF REMUNERATION PER ANNUM (IN RS.) RATIO OF REMUNERATION TO MEDIAN REMUNERATION OF EMPLOYEES FOR THE FY % INCREASE IN REMUNERATION DURING THE FY
Mr. R.G.Chandramogan Managing Director 6681200 57.10 times Nil
Mr. K.S.Thanarajan* Joint Managing Director 36001331* 2481.49 times Nil
Mr. C.Sathyan Executive Director 6081200 53.09 times Nil
Mr. H.Ramachandran Chief financial Officer 5234538 36.88 times 7.50%
Mr. S.Narayan Company Secretary 1491096 10.51 times 7.50%

* Till 31st December 2016. The Life Term meritorious cash award of INR 3 Crore is alsoincluded during computation.

Percentage increase in the median remuneration of employees in the financial year

The median remuneration of Employees for the Financial Year 31st March 2017 wasarrived at Rs. 12480/- per month and the median remuneration of Employees for theprevious financial year 31 st March 2016 was arrived at Rs. 12066/- per month andaccordingly there was an increase of 3.43% in the median remuneration of employees in thefinancial year.

Number of permanent employees on the rolls of the company as on 31.03.2017

The Number of permanent employees on the rolls of the Company as of 31st March 2017stood at 4962 employees.

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

The average percentage increase was about 8.48 % for all employees who went through thecompensation review cycle in the year. For the managerial personnel the compensationlevels remained same as that of previous year as they are in receipt of a fixedremuneration determined by the Shareholders for a defined term as stipulated under theCompanies Act 2013.

The compensation decisions are taken after considering at various levels of thebenchmark data and the compensation budget approved for the financial year. The Nominationand Remuneration Committee recommends to the Board of Directors any compensation revisionof the managerial personnel which is further approved by the Shareholders.

Details of pecuniary relationship or transactions of the Non-Executive directorsvis-a-vis the company

There are currently six Non-Executive Directors of whom five are Independent Directorsand one is Non Independent Director of the Company They are entitled to only Sitting feesof Rs.20000 for every board meeting they attend and Sitting fee of Rs.5000 for everycommittee meeting they attend as Members of respective committees.

Mr. P.Vaidyanathan Non-Executive and Independent Director holds 1050000 Equityshares as of 31st March 2017 in the name of P. Vaidyanathan (SHUF).

Mr. K.S.Thanarajan Non-Executive and Non Independent Director holds 606200 Equityshares as of 31st March 2017.

Other than the Sitting fees they do not have any pecuniary relationship ortransactions with the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS The term Internal Financial Controls has beendefined as the policies and procedures adopted by the company to ensure orderly andefficient conduct of its business including adherence to company's policies safeguardingof its assets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and the timely preparation of reliable financial information.

Your Company has adequate and robust Internal Control System commensurate with thesize scale and complexity of its operations. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committeeof the Board and to the Executive Director. The Internal Audit Department monitors andevaluates the efficacy and adequacIF Internal Control System in the

Company its compliance with operating systems accounting procedures and policies atall locations of the Company Based on the report of internal audit function processowners undertake corrective action in their respective areas and thereby strengthen thecontrols. Significant audit observations and recommendations along with corrective actionsthereon are presented to the Audit Committee of the Board The Audit Committee alsoconducts discussions about Internal Control System with the Internal and StatutoryAuditors and the Management of the Company and satisfy themselves on the integrity offinancial information and ensure that financial controls and systems of risk managementare robust and defensible.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (FREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 The Company has in place an Anti Sexual Harassment Policy in linewith the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy

The Company has not received any complaint on sexual harassment during the financialyear ended 31.03.2017.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE During the yearthere are no significant and/or material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED SINCE 31.03.2017 TILL THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of theCompany which has occurred since 31.03.2017 till the date of this report.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in form MGT-9 is annexed herewith marked as AnnexureD and forms part of this report.

RELATED PARTY TRANSACTIONS

As required under Regulation 23 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has developed apolicy on dealing with Related Party Transactions and such policy is disclosed on theCompany's website. The weblink for same is http://wwwhap.in/investors-policies.html Therewere no related party transactions entered into during the financial year by the Companywith its Promoters Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the Company at large other than the remuneration paidto the Executive Directors and Dividend received by them from the Company in proportion tothe shares held by them.

The details of Related Party Transactions are provided in the Notes to the Accounts.

CORPORATE GOVERNANCE REPORT The Company has complied with the corporate governancerequirements under the Companies Act 2013 and as stipulated under Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Areport on Corporate Governance including Management Discussion and Analysis report underRegulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 along with a certificate from Mr. N.Ramanathan Partner Practising Company Secretaries confirming the compliance is annexedherewith marked as Annexure E and forms part of this report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details on Conservation of energy technology absorption foreign exchange earningsand outgo is annexed herewith as marked as Annexure G and forms part of thisreport.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed

2. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review

3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

5. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

6. The Directors had devised proper systes to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

DEPOSITORY SYSTEM

As the members are aware your Company's shares are tradeable in electronic form andthe Company has established connectivity with both the Depositories i.e. NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). In view of the advantages of the Depository System the members are requested toavail of the facility of dematerialisation of the Company's shares.

INDUSTRIAL RELATIONS

Industrial relations in all the units and branches of your Company remained cordial andpeaceful throughout the year.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees members customers bankers farmers and channel partners for the continuedsupport given by them to the Company and their confidence reposed in the management. TheDirectors appreciate and value the contributions made by every member of Hatsun.

For and On behalf of the Board of Directors

Sd/-

R.G. Chandramogan

Chairman & Managing Director

Place: Chennai

Date: May 25 2017