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Hawkins Cookers Ltd.

BSE: 508486 Sector: Consumer
BSE 00:00 | 20 Apr 5405.85 51.60






NSE 05:30 | 01 Jan Hawkins Cookers Ltd
OPEN 5355.00
52-Week high 6200.95
52-Week low 3950.00
P/E 43.32
Mkt Cap.(Rs cr) 2,860
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5355.00
CLOSE 5354.25
52-Week high 6200.95
52-Week low 3950.00
P/E 43.32
Mkt Cap.(Rs cr) 2,860
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hawkins Cookers Ltd. (HAWKINCOOK) - Director Report

Company director report

We have the honour to present our Sixtieth Annual Report and Audited Statement ofAccounts for the year ended March 31 2020.

2019-20 Operations: Main Results

We are pleased to report good results despite the impact of Covid-19 in March 2020.Once again sales are the highest ever. Revenue from operations in 2019-20 was Rs.673.87crores (up 3.2% over the previous year).

This year profits are also the highest ever. Profit before tax was Rs.98.35 crores(19.4% higher than the previous year). Net profit after tax was Rs.72.49 crores (33.7%higher than the previous year). The percentage increase in net profits is higher than thepercentage increase in profit before tax due to the Company choosing the lower rate oftaxation as allowed by the Government.

Management Discussion and Analysis

We operate in the market consisting of Pressure Cookers and Cookware. The industrystructure is quite competitive with both small-scale and organized sector units.

The Government of India has made the ISI mark compulsory for all pressure cookers soldin India from February 2021. Your Company is the undisputed leader on the aspect ofquality and expects to gain from this development.

In 2019-20 sales grew at 12.8% till the December quarter. Our sales and production inthe last quarter were impacted by the lockdown due to Covid-19.

We expect our products to do well once the lockdown is completely opened. We havesuccessfully launched Tri-Ply Stainless Steel Cookware (see the back page of this AnnualReport Cover) and a range of Pressure Cooker accessories. We improved our presence in theonline segment while improving the distribution and display amongst dealers and theCanteen Stores Department in the bazaar.

Our permanent employees as on April 12019 were 645 and as on March 31 2020 were 651through normal attrition and recruitment. We have paid all employees their salaries duringthe time that our factories and offices were closed. The morale of our employees at alllocations is high and industrial relations were and are normal. We well appreciate thecontribution of our employees to the successful working of your Company.

Net profit after tax as a percentage of net sales in 2019-20 was 10.8% as against 8.3%in 2018-19. The average shareholders' funds/net worth grew to Rs.129.13 crores vs.Rs.114.22 crores in 2018-19. The net return after tax on shareholders' funds/net worth was56% (in 2018-19: 47%). This is because of the better results and lower corporate tax.

Key Financial Ratios

The details of significant changes (25% or more) in the key financial ratios for theyear 2019-20 as compared to the year 2018-19 are as follows:

Ratio FY




formula used Reason for change




63 47 Average of Opening and Closing Inventory/ Average Net Daily Revenue from Operations The Covid-19 related national lockdown affected sales and production in the second half of March 2020.
Net Profit



10.8 8.3 Profit After Tax/ Net Revenue from Operations Due to the lower rate of income tax opted for by the Company.

As at March 31 2020 your Company is ranked 407 amongst the top 500 BSE listedCompanies. The Company has taken the required steps of increased governance that isexpected of such Companies.

Cash flow during the year was good. Cash and cash equivalents plus balances with bankson deposit accounts as on March 31 2020 were Rs.42.57 crores (previous year: Rs.30.04crores). We have plans to utilise these funds appropriately.

Control Systems

In our judgment the Company has adequate financial and administrative systems andcontrols and an effective internal audit function.

Risks and Concerns

All foreseeable risks that the Company may encounter and concerns have been addressedin a documented Risk Management Framework which is reviewed by the Board from time totime.

The Board of Directors of the Company at their Meeting held on May 212020 haveconstituted a Risk Management Committee. The details about the Risk Management Committeehave been provided in the Corporate Governance section of the Annual Report.

Covid-19 has affected our operations. While the future impact of Covid-19 is difficultto predict our capital and financial resources liquidity position supply chain andassets are healthy.

opportunities and threats

The demand for our brands augurs well for the future of the Company.

The operations of the Company were impacted due to the lockdown announced by theGovernment in March 2020 and most of April 2020. Both Sales and Production havepartially resumed in May 2020. The Company's factories situated at Hoshiarpur Punjaband Satharia Jaunpur district Uttar Pradesh which had suspended operations with effectfrom March 22 2020 and March 24 2020 respectively consequent to the lockdownannounced by the Government have resumed certain limited operations with effect from May7 2020 following the Government's regulations. In addition to the Canteen StoresDepartment the Company had resumed supplies to its other customers including Dealers andOnline Retailers as permitted by the Government's regulations. The Company's factorysituated at Thane Mumbai which had suspended operations with effect from March 21 2020consequent to the lockdown announced by the Government has resumed certain criticalcontinuous process operations with effect from June 18 2020 following the Government'sregulations. All our Marketing Office Technical Office and Head Office employees in theMumbai Metropolitan Region have continued to work from home during the lockdown. They alsoattend their respective Office on a need-to basis consequent to the Maharashtra Governmentallowing restricted resumption of private offices effective June 8 2020. Various othersteps have been taken by the Company to deal with Covid-19.

While the Covid-19 lockdown has adversely affected the demand and supply of ourproducts in the short term we expect to see an increase in demand due to more eating athome and more cooking at home once the lockdown is lifted fully which is an opportunityfor your Company.

Raw material prices are subdued currently - which is beneficial for the Company.Management continues to diligently watch cost increase trends and seeks effective costcontrols and necessary adjustment in prices as needed from time to time.


We believe the outlook for our business is good under the circumstances. In this yearwe have further strengthened the good reputation we have amongst our consumers andtraders associates and vendors. We believe that the impact of Covid-19 though it hashurt us in the short run will be beneficial to us in the long run for our industry andour Company. We expect to continue to increase our sales and profits.

All forward-looking statements in our report are based on our assessments and judgmentsexercised in good faith at this time. Of course actual developments and/or results maydiffer from our present anticipation.

2019-20 Operations: Other Aspects

The value of exports at Rs. 40.24 crores in 2019-20 was up 6.5% over the previous year.Foreign Exchange used in 2019-20 was Rs.1.23 crores (Rs.5.96 crores in the previous year).

Directors' Report (Continued)

As our Research & Development Unit is recognised by the Department of Scientificand Industrial Research our expenditure on R&D used to be eligible for the benefit ofdeductibility of expenses at the rate of 150% for the purpose of the computation of incometax subject to the necessary approvals by the Department of Scientific and IndustrialResearch and the Income Tax Department. However in view of the much lower rate oftaxation applicable if we don't take any deduction we have chosen to forego this benefit.The expenditure on Research & Development in 2019-20 was Rs.4.20 crores 10.5% higherthan the previous year. Required details are given in Appendix i.

Efforts continue in our factories and offices to save energy wherever possible.

The required details of Fixed Deposits taken under Sections 73 and 76 of the CompaniesAct 2013 are as follows:

(a) Additional Amount accepted during the year: Rs. 1.39 crores.

(b) Amounts remained unpaid or unclaimed as at the end of the year are Nil.

(c) Defaults in repayment of deposits or payment of interest thereon are Nil.

Dividend Distribution Policy

The Board of Directors have adopted the Dividend Distribution Policy in terms of therequirements of Listing Regulations. The Policy is available on the website of the Companyat DividendDistributionPolicy.pdf. The DividendDistribution Policy is annexed as appendix ii.

appropriations and dividend

Out of the amount available for appropriation of Rs. 86.35 crores (previous year:Rs.67.31 crores) we propose:

• Rs.1.00 crore transfer to General Reserve (previous year: Rs. 2.00 crores) and

• Rs.85.35 crores as surplus carried to the Balance Sheet (previous year: Rs.65.31crores).

In view of the uncertainties due to the impact of COVID-19 it was decided by the Boardof Directors at its Meeting held on May 21 2020 that it will not recommend any dividendat the moment for the year 2019-20. Once the situation is clearer the Board may recommenda suitable dividend.

directors' responsibility Statement

The Board confirms that:

1. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

2. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed and proper explanation given relating to material departures if any. TheDirectors have prepared the Annual Accounts on a going-concern basis.

3. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the profit and loss of the Company for that period.

4. Based on the framework of the internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors including audit of the internal financial controls overfinancial reporting by the Statutory Auditors and the reviews performed by the Managementand the relevant Board Committees including the Audit Committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year 2019-20.

5. The Directors have devised proper systems that are adequate and operatingeffectively to ensure compliance with the provisions of all applicable laws.

Code of Conduct

The Board has formulated a Corporate Governance Code of Conduct for all the Directorsof the Board and the Senior Managers of the Company. This Code is available on the websiteof the Company. All Directors and Senior Management Personnel have affirmed compliancewith the Code. A declaration to this effect signed by the Vice-Chairman and ChiefExecutive Officer of the Company appears elsewhere in this Annual Report.

Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013

The Company has constituted Internal Complaints Committees at each of the fivelocations of the Company under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to redress complaints received regarding sexualharassment. In the year 2019-20 no case of sexual harassment of women was filed under thesaid Act.

Business Responsibility Report

A separate section on Business Responsibility forms part of our Report describing theinitiatives taken by the Company from an environmental social and governance perspective.The Business Responsibility Policy has also been placed on the Company's website whichcan be accessed at

Corporate Governance

A separate section on Corporate Governance forms part of our Report. A certificate hasbeen received from the Auditors of the Company regarding compliance of the conditions ofCorporate Governance as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Both appear elsewhere in the Annual Report.


Prof. Leena Chatterjee of the Indian Institute of Management Calcutta was appointedby the Board as an Additional Director with effect from April 1 2019 and was appointedby the shareholders on the recommendation of the Board as an Independent Director fromAugust 6 2019. The Board is pleased to state that her integrity expertise and experiencewill assist the Board in its functioning.

Mr. J. M. Mukhi Mr. Shishir K. Diwanji Mr. Gerson da Cunha General V. N. Sharma(Retd.) and Mr. E. A. Kshirsagar were re-appointed by the shareholders at the 59th AGM ofthe Company on August 6 2019 for a second term of five years as Independent Directorswith effect from September 19 2019 on the recommendation of the Board.

All the seven Independent Directors namely Mr. J. M. Mukhi Mr. Shishir K. DiwanjiMr. Gerson da Cunha General V. N. Sharma (Retd.) Mr. E. A. Kshirsagar Mr. Ravi Kant andProf. Leena Chatterjee have given written declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Mrs. Susan M. Vasudeva retires by rotation as a Director at the 60th AGM of the Companyand being eligible offers herself for re-appointment for which the Board has resolved torecommend to the shareholders a suitable resolution.

At the Board Meeting (Serial No. 20) the Chief Executive Officer made a presentation tothe Independent Directors to update them on the Company's operations products andmarketing policies and how the Company is dealing with the Covid-19 crisis. The requireddetails of the Independent Directors' Familiarization Programs are available at


M/s. Kalyaniwalla & Mistry LLP (Firm Registration No.104607W/W100166) CharteredAccountants have been appointed as the Statutory Auditors of the Company at the 57thAnnual General Meeting held on August 2 2017 for an initial term of five years from theconclusion of the 57th Annual General Meeting till the conclusion of the 62nd AnnualGeneral Meeting of the Company in 2022.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hadappointed M/s. Jayshree Dagli & Associates Company Secretaries in Practice tocontinue to undertake the secretarial audit of the Company for the year 2019-20. TheSecretarial Audit Report is annexed as appendix iii.

Cost Records and Cost Audit

Maintenance of Cost Records and requirement of Cost Audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable to ourCompany.

Extract of Annual Return in Form MGT-9 (Section 92(3) of the Companies Act 2013)

Given in Appendix IV are the required details in the following seven sections:

I. Registration and Other Details

II. Principal Business Activities of the Company

I II. Particulars of Holding Subsidiary and Associate


IV. Shareholding Pattern

V. Indebtedness

VI. Remuneration of Directors and Key Managerial


VII. Penalties/Punishment/Compounding of Offences

The said details are also available on the Company's website at MGT201920.pdf.

Contracts or Arrangements with Related Parties

All related party transactions during the year were on arm's length basis and were notmaterial as per the Related Party Transactions Policy of the Company.

Corporate Social Responsibility

The Company has selected a project called Improving the Health of Women and Childrenby Cutting Indoor Air Pollution with Pressure Cooking. The Company has beenrunning a project partnering with a NGO Bhagirath Gramvikas Pratishthan (BGP) forimplementing the said objective in the Sindhudurg district of Maharashtra. The Companyrealised that the main problem is that both men and women are unaware of the ill-effectsof Indoor Air Pollution. In order to educate them the Company embarked on an extensiveeducation campaign through public service advertisements in leading newspapers. TheCompany explained how the rural households could improve their health using the pressurecooker in a series of press releases. Additionally the Company donated to the PrimeMinister's PM CARES Fund. The fund will be used for combating containment and reliefefforts against the Coronavirus outbreak.

Out of the total CSR Budget for 2019-20 of Rs. 146.74 lakhs the Company has spentRs.146.14 lakhs (99.6%). The balance amount of Rs.0.60 lakhs could not be spent due toCovid-19 related nationwide lockdown imposed by the Government in March 2020.

In addition to the foregoing information on CSR the required Annual Report on CSR isgiven as Appendix V.

Directors' performance evaluation

The performance evaluation of each Director of the Board was carried out by theNomination and Remuneration Committee at its Meeting (Serial No.10) held on May 212020as per the criteria set by it earlier. The said criteria are included in the CorporateGovernance Report enclosed herewith. The performance evaluation of the non-IndependentDirectors the Board as a whole and the Chairman of the Board was carried out by theIndependent Directors at their separate meeting held on May 21 2020.

The Board of Directors at its Meeting (Serial No.20) held on May 21 2020 reviewed thereports of evaluation received from the Nomination and Remuneration Committee and theIndependent Directors and also the functioning of the Committees of the Board and carriedout the evaluation of the Board as a whole the Committees of the Board and each Directorand found the performance of the Board the Committees and all the individual Directors tobe satisfactory.

Remuneration policy

On the recommendation of the Nomination and Remuneration Committee the Board hasframed a remuneration policy for all employees of the Company including senior managementand the Directors. The remuneration policy of the Company is designed to attract motivateand retain suitable manpower in a competitive market. The remuneration package for eachperson is designed keeping a balance between fixed remuneration and profit andperformance-linked incentives in order to achieve corporate performance targets. Thepolicy is aligned with the Company's mission which states: "Our single-mindeddetermination to please customers drives the kind of people we employ and promote theinvestments we make and the results we produce."

The Remuneration Policy is placed at the Company's website at RemunerationPolicy.pdf. The Board affirms thatall the remunerations are as per the Remuneration Policy of the Company. Information asper Section 197 of the Companies Act 2013 is given in Appendix VI.

Vigil Mechanism

The Company has an established Vigil Mechanism/ Whistle Blower Policy for Directors andemployees to report concerns or grievances including unethical behaviour fraud orviolation of the Company's Corporate Governance Code of Conduct. The authority for theimplementation of the policy rests with the Executive Director-Finance &Administration under the overall supervision of the Audit Committee of the Board.


June 28 2020 CHAIRMAN

Appendix i

Research & Development

Specific areas in which R&D efforts have been carried out: R&D in materialsmachines processes and designs of components and products in order to improve thefunctioning and durability of products to produce greater fuel economies and to improvethe safety and convenience of the users of the products and introduce new products.Benefits derived as a result: launch of new products plus design and qualityimprovement/cost reduction in existing products. Future plan of action: we intend tosupport the R&D Centre and the Test Kitchen to meet corporate objectives for qualityimprovement cost reduction introduction of new products and consumer

service and support. Capital expenditure on R&D: Rs.0.10 crores (previous year: Rs.0.20 crores). Recurring expenditure: Rs.4.11 crores 0.6% of the total turnover (previousyear: Rs.3.60 crores 0.6%).

Efforts made for technology absorption adaptation and innovation: the Company hasrelied upon internal generation. No technology has been imported for the last three years.As on April 1 2020 there were 54 valid patents and design registrations in force.Benefits derived: as described above.

Appendix ii

Dividend Distribution Policy of Hawkins Cookers Limited

1. The Board of Directors of the Company has adopted a Dividend Distribution Policy('Policy') which shall come into force for accounting periods beginning from April 12020till it is applicable.

2. Dividend would be declared on a per share basis on the Equity Shares of the Companyhaving face value of Rs.10 each to be distributed amongst all shareholders based on theirshareholding as on the record date. The Company currently has no other class of shares.

3. Dividends including interim dividends may be recommended by the Board in line withthe surplus available after assessment of the needs of the business and as permitted bythe Companies Act.

4. The Company's dividend payout will be determined after taking into account theprofitability market conditions cash flow position and expectations of the futurerequirements of funds for the business and also the applicable law.

5. The Board shall also take into account the following


• Internal Factors:

i. Earnings stability.

ii. Past dividend history and sense of shareholders' expectations.

• External Factors:

i. Economic environment.

ii. Changes in the Government policies industry specific rulings & regulatoryprovisions.

6. This policy may be reviewed periodically by the Board. Any changes or revisions tothe policy will be communicated to the shareholders in a timely manner.

7. The policy shall be available on the Company's website and will be disclosed in theCompany's Annual Report.

appendix iii

Secretarial auditor's report

To the Members of Hawkins Cookers Limited Mumbai

Our report of even date is to be read along with this


1. Maintenance of secretarial records is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test check basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test check basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Company Secretaries
Unique Code: S1995MH013400
Jayshree S. Joshi F.C.S.1451; C.P487
May 212020 UDIN:F001451B000263196

Form No. MR-3: Secretarial Audit Report for the Financial Year Ended 31st March 2020

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To the Members of Hawkins Cookers Limited Mumbai

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by HAWKiNS COOKERS LiMiTED (hereinaftercalled "the Company"). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company's books papers minutes books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2020 compliedwith the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject tothe reporting made hereinafter:

(a) We have examined the books papers minutes books forms and returns filed andother records maintained by HAWKiNS CooKERS LiMiTED ("the Company") forthe financial year ended on 31st March 2020 according to the provisions of:

1. The Companies Act 2013 (the Act) & the Rules made there under to the extentapplicable; and circulars notifications clarifications Removal of Difficulties Ordersor such other relevant statutory material issued by Ministry of Corporate Affairs fromtime to time;

2. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules made thereunder as amended;

3. The Depositories Act 1996 and the Regulations and Bye-laws framed there under asamended;

4. Foreign Exchange Management Act 1999 and the Rules and Regulations made there underas on date to the extent applicable;

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Acf):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011 as amended;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars/ guidelines issued thereunder as amended;

(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 as amended regarding the Companies Act and dealingwith client;

(d) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended.

6. Based on the nature of business activities of the Company the following specificActs/Laws/Rules/Regulations are applicable to the Company:

(a) Environment (Protection) Act 1981

(b) Air (Prevention and Control of Pollution) Act 1981

(c) Water (Prevention and Control of Pollution) Act 1974

(d) Plazardous Wastes (Management and Handling)

Rules 1989

(e) Labour Laws to the extent applicable

(B) We have also examined compliance with the applicable clauses of the SecretarialStandards for Board Meetings (SS - 1) and for General Meetings (SS - 2).

It may please be noted that the compliance of applicable financial laws includingDirect and Indirect Tax Laws; maintenance of Financial Records and Books of Accounts the Company has not been reviewed by us for the purpose of this Audit since the samehas been subject matter of review by the Statutory Auditors and/or other designatedprofessionals. Further we have also relied upon the certificates/reports/legal opinionsas the case may be issued by the Statutory Auditors and/or other designatedprofessionals wherever applicable.

During the year under review the Company has complied with the provisions of the ActsRules Regulations Guidelines Standards etc. as mentioned above. It was seen that theStock Exchange had queried on a newspaper report regarding the Order passed by the ChiefJudicial Magistrate at Hoshiarpur for simple imprisonment of the CEO as well as theFactory Manager of the Company for certain alleged non-compliance of the Factories Act.The Company provided clarification on April 17 2019 to the Exchange which wasdisseminated on the website of the Exchange that the said Order of Chief JudicialMagistrate at Hoshiarpur was being appealed. No further updates on the event were queriedby

Appendix iii of the Directors' Report (Continued)

the Exchange or provided by the Company. However since then the Appeal has beenadmitted the Order of the Chief Judicial Magistrate at Hoshiarpur is suspended and thematter is currently sub-judice.

During the year under review the provisions of the following Regulations (asenumerated in the prescribed format of Form MR-3) were not applicable to the Company:

(i) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 as amended;

(ii) The Securities and Exchange Board of India (Buyback of Securities) Regulations2018 as amended;

(iii) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018 as amended;

(iv) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 as amended;

(v) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 as amended.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. There was nochange in the composition of the Board of Directors during the year under review exceptthat the Board at its Meeting held on 29.01.2019 on recommendation of the Nomination& Remuneration Committee had appointed an Additional Director (Non-Executive Director)w.e.f. 01.04.2019. The tenure of the said Non-Executive Director was till 59th AnnualGeneral Meeting i.e. 06.08.2019. The Members at the 59th Annual General Meeting held on06.08.2019 had approved appointment of the said Non-Executive Director as the IndependentDirector for a period of 5 years w.e.f. 06.08.2019.

Adequate notice had been given to all Directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and in cases whereshorter notice/s were given for Committee Meetings at least one Independent Director waspresent at such meeting/s and that the system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the Meeting and for meaningfulparticipation at the Meeting.

Unanimous decisions were carried through as there were no cases of dissent of anyDirector in respect of any decision and was accordingly captured and recorded as part ofthe minutes.

We further report that there are adequate systems and processes in place in theCompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines referred to hereinabove.

We further report that the Company had no specific events/actions having majorbearing on the Company's affairs in pursuance of the above referred laws rulesregulations guidelines standards etc.

Company Secretaries
Unique Code: S1995MH013400
Jayshree S. Joshi
Membership No. F.C.S. 1451
Place: Mumbai CP No. : 487
May 21 2020 UDIN: F001451B000263196



The attached Secretarial Audit Report (pursuant to Section 204 of the Companies Act2013) is furnished based y on those documents provided by theSecretarial/Compliance

Team of the Company i.e. HAWKINS COOKERS LIMITED inelectronic/digital form i.e. by way of scan copy provided


through emails and is also based on the information and


clarification provided telephonically. On account of Nationwide i Lockdowndue to COVID-19 pandemic we were not able to conduct the verification of the relevantphysical documents.

. We therefore considered that those documents/information l providedelectronically by the Company are true copy of the s original documentsmaintained by/available with the Company


as confirmed accordingly by the Management vide their r RepresentationLetter dated May 19 2020.

Further certain relevant records/documents like proof of dispatch of Notices DraftMinutes Signed Minutes of Meetings > of the Board and its Committees;Attendance Register; Statutory

i Registers etc. could not be provided to us for verification as the

s same were in physical form and were lying in the Registered

t Office premises of the Company hence the same could not

s be accessed on account of Nationwide Lockdown due to

r COVID-19 pandemic. The Management has assured us to

J provide the same soon after the Lockdown is completely lifted

. and normalcy of Company's working is resumed.


Company's Philosophy

Hawkins Cookers Limited believes in corporate governance that optimizes results in thepresent and the long-term appropriately balancing the expectations of all majorstakeholders (consumers employees associates and shareholders). It achieves the requiredresults by focusing on technology management and marketing in the area of pressurecookers and cookware. The Company is committed to transparency fair dealings with all andthe creation of value on competitive merit.

Board of Directors

As on date the Board of Directors consists of eleven Directors: a Non-ExecutiveChairman a Vice-Chairman & Chief Executive Officer an Executive Director sevenIndependent Directors and one Non-Executive Director. During the year under report fiveBoard Meetings were held: on May 29 (Serial No.16) June 4 (Adjourned Meeting Serial No.16) August 6 (Serial No. 17) November 1 (Serial No. 18) 2019 and February 3 2020(Serial No. 19). The Directors' attendance for the said meetings and other details are asfollows.

Directors Details

name & director identification number









director of Other Companies

number of Committee positions in Other Companies (note 1)

number of Companies names of the other listed Companies and Category of directorship
Brahm Vasudeva 00177451 Promoter



3 Yes None None None
Subhadip Dutta Choudhury 00141545 Vice-Chairman & Chief Executive Officer

Executive Director

5 Yes 1 None None
Sudeep Yadav (Note 2) 02909892 Executive Director- Finance & Administration 5 Yes None None None
J. M. Mukhi 00152618 Independent


- No None None None
Shishir K. Diwanji 00087529 Independent


5 Yes 4 (Including one as Chairman) Kaira Can Company Ltd. Independent Director 1
Gerson da Cunha 00060055 Independent


5 Yes 1 None None
General V. N. Sharma (Retd.) 00177350 Independent


4 Yes None None None
E. A. Kshirsagar 00121824 Independent


5 Yes 4 1. Batliboi Limited Independent Director

2. J M Financial Limited Independent Director


(as Chairman)

Susan M.

Vasudeva (Note 3) 06935629

Promoter Group Non-Executive Director 3 Yes None None None
Ravi Kant 00016184 Independent


5 Yes 1 None None
Leena Chatterjee 08379794 Independent


3 Yes None None None

notes: 1. As required by the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Committees considered here are only Audit Committee andStakeholders' Relationship Committee and membership of Committees of Private LimitedCompanies Foreign Companies and Companies under Section 8 of the Companies Act 2013 isexcluded. 2. Mr. Sudeep Yadav is son-in-law of Mr. Brahm Vasudeva. 3. Mrs.Susan M. Vasudeva is wife of Mr. Brahm Vasudeva.

In the opinion of the Board the Independent Directors fulfill the conditions specifiedin the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and areindependent of the management.

The core skills/expertise/competencies identified by the Board for the effectivefunctioning of the Company and the names of the Directors having the saidskills/expertise/competencies in the context of the Company's business are given below:


Area of expertise

Marketing General






Brahm Vasudeva





Subhadip Dutta Choudhury




Sudeep Yadav




J. M. Mukhi




Shishir K. Diwanji




Gerson da Cunha




General V. N. Sharma (Retd.)



E. A. Kshirsagar




Susan M. Vasudeva




Ravi Kant




Leena Chatterjee




Audit Committee

The role of the Audit Committee in the year under report as is usual was to overseethe Company's financial reporting process and the disclosure of its financial informationto ensure that the financial statements are correct sufficient and credible; to recommendappointment remuneration and terms of appointment of the statutory auditors; to approvepayment to statutory auditors for any other services rendered by them; to examine andreview with the management the quarterly and the annual financial statements and theauditors' report thereon before submission to the Board for approval with particularreference to (a) Matters required to be included in the Directors' ResponsibilityStatement in the Board's Report; (b) changes if any in accounting policies and practicesand reasons for the same; (c) major accounting entries involving estimates based on theexercise of judgment by management; (d) significant adjustments made in the financialstatements arising out of audit findings; (e) compliance with listing and other legalrequirements relating to financial statements; (f) required disclosure of any relatedparty transactions; and (g) any qualifications in the draft audit report.

Further the Audit Committee is required to review and monitor the statutory auditors'independence and performance and effectiveness of the audit process; to approve relatedparty transactions as per the policy approved by the Board; to evaluate internal financialcontrol and risk management systems; to review with the management the performance ofstatutory and internal auditors and adequacy of the internal control systems; to reviewthe adequacy of the internal audit function; to discuss with the internal auditor anysignificant findings and follow-up thereon; to review the findings of internal auditorinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board; to discusswith statutory auditors about the nature and scope of audit and post-audit areas ofconcern; to look into the reasons for substantial defaults if any in the payment to thedepositors shareholders and creditors; to review the functioning of the Whistle BlowerMechanism; to approve the appointment of the Chief Financial Officer. Minutes of the AuditCommittee Meetings are circulated to the Members of the Board discussed and noted oracted upon as required.

The Audit Committee consisting of the five Independent Directors met four timesduring the year under report and the attendance of Members at the Meetings was as follows:

Name of Director Number of Meetings Attended
E. A. Kshirsagar Chairman 4
Shishir K. Diwanji 4
Gerson da Cunha 4
General V. N. Sharma (Retd.) 4
J. M. Mukhi -

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of three Independent Directors andone non-Executive Director: Mr. Shishir K. Diwanji Chairman Mr. Gerson da Cunha GeneralV. N. Sharma (Retd.) and Mr. Brahm Vasudeva. The Nomination and Remuneration Committee inthe year under report was charged with the responsibility to formulate the criteria fordetermining qualifications positive attributes and independence of a director and torecommend to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees; to formulate the criteria for evaluation of theIndependent Directors and the Board; to devise a policy on Board diversity; to identifypersons who are qualified to become Directors and who may be appointed in seniormanagement one level below the Executive Directors in accordance with the criteria laiddown and to recommend to the Board their appointment and removal; whether to extend orcontinue the term of appointment of Independent Directors on basis of their performanceevaluation.

The Nomination and Remuneration Committee met three times during the year under reportand the attendance of the Members at the Meetings was as follows:

Name of Director Number of Meetings Attended
Shishir K. Diwanji Chairman 3
Gerson da Cunha 3
General V. N. Sharma (Retd.) 2
Brahm Vasudeva 3

The Remuneration Policy formulated by the Company has been placed at the Company'swebsite at

Criteria for the Evaluation of the Individual Performance of Independent Directors(IDs) recommended by the Nomination and Remuneration Committee and accepted by the Boardare as stated hereinbelow:

1. The time and attention the ID is able to give to the business of the Company. 2.The effectiveness and quality of the advice that the ID is able to contribute towardsthe functioning of the Board. 3. The objectivity and quality of the advice the IDis able to contribute to the governance of the Company. 4. The degree to which theID is able to convey the concerns and needs of Society.

Criteria for the Evaluation of the Performance of the Board of Directors as a wholerecommended by the Nomination and Remuneration Committee and accepted by the Board are asstated hereinbelow:

1. The level to which the Board has maintained and grown the reputation of theCompany as well as the physical and financial assets of the Company. 2. The levelto which the Board has developed and maintained good relations with all stakeholders inthe Company such as employees associates vendors customers consumers investorsshareholders and the government. 3. The level to which the Board has ensured thatthe Company is in compliance with all legal requirements.

Directors' Remuneration

The remuneration of the Executive Directors for the year 2019-20 is as per the tablebelow:

Director Salary provident Fund Superannuation & Gratuity perquisites & Allowances Commission Total Contract period
Rs. lakhs Rs. lakhs Rs. lakhs Rs. lakhs Rs. lakhs
S. Dutta C houdhury 54.00 17.18 33.86 349.72 454 .76 1.10.2019 to 30.9.2022
Sudeep Yadav 44.00 14.00 28.17 242.11 328 .28 1.10.2019 to 30.9.2022

Notes: 1. One Lakh is 100000. 2. The above figures do not includeprovision for encashable leave as the provision in the accounts for this item based on anactuarial valuation is made for all permanent employees taken together.

As per the contracts entered into by the Company with the Vice-Chairman & ChiefExecutive Officer and the Executive Director-Finance and Administration their servicesmay be terminated by either party at three months' notice. There is no provision in theircontracts for payment of severance fees.

Benefits extended to Mr. Brahm Vasudeva Chairman of the Board for his AdvisoryServices for the year 2019-20 were Rs.29.23 lakhs as per the contract approved by theBoard of Directors at its Meeting (Serial No. 4) held on May 19 2016. In addition anoffice has been provided to the non-Executive Chairman at the registered office of theCompany.

During the year 2019-20 the Company paid Sitting fees to the Non-Executive Directorsof Rs. 50000 per Meeting of the Board and Rs. 25000 per Meeting of the Committees of theBoard for attending the Meetings. The Company also reimburses the out-of-pocket expensesincurred by the Directors for attending the Meetings.

The Shareholders have at the AGM of the Company held on August 6 2015 approvedpayment of Commission to the Non-Executive Directors within the ceiling of 1% of the NetProfits of the Company as computed under the applicable provisions of the Companies Act2013 for each year up to the following five years. For the year 2019-20 the Board hasresolved to distribute the said amount of Rs.107.55 lakhs of Commission equally within thesaid ceiling amongst the 9 Non-Executive Directors.

Details of the remuneration to the Non-Executive Directors for the year 2019-20 aregiven below:

Director Commission payable for the Year 2019-20 Board Meeting Fees paid Committee Meeting Fees paid Total
Rs. lakhs Rs. lakhs Rs. lakhs Rs. lakhs
Brahm Vasudeva 11.95 1.50 0.75 14.20
J. M. Mukhi 11.95 - - 11.95
Shishir K. Diwanji 11.95 2.50 6.50 20.95
Gerson da Cunha 11.95 2.50 7.00 21.45
General V.N. Sharma (Retd.) 11.95 2.00 1.75 15.70
E. A. Kshirsagar 11.95 2.50 1.50 15.95
Susan M. Vasudeva 11.95 1.50 - 13.45
Ravi Kant 11.95 2.50 0.50 14.95
Leena Chatterjee 11.95 1.50 - 13.45
Total 107.55 16.50 18.00 142.05

Shareholding of Non-Executive Directors as at 31.3.2020

Director Number of Shares Held
Brahm Vasudeva 1828532
Shishir K. Diwanji 5100
J. M. Mukhi 1300

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee consists of two Independent Directors Mr.Shishir K. Diwanji Chairman and Mr. Gerson da Cunha and two Executive Directors Mr.Subhadip Dutta Choudhury and Mr. Sudeep Yadav. Mrs. Hutoxi Bhesania Company Secretary isthe Compliance Officer. The Committee met 17 times in 2019-20. The number of shareholders'complaints received during the year 2019-20 are 10 (previous year: 16) and all have beensatisfactorily resolved within the year.

Risk Management Committee

The Risk Management Committee has been constituted by the Board at its Meeting held onMay 21 2020 which consists of two Independent Directors Mr. Ravi Kant and Gen. V. N.Sharma (Retd.) two Executive Directors Mr. Subhadip Dutta Choudhury and Mr. Sudeep Yadavand three Senior Executives Mr. Brahmananda Pani Senior Vice President-Finance &Accounts Mr. Rahul Pathak Senior Vice President - Manufacturing and Mr. Abhijeet BhendeVice President - Information Technology. The Risk Management Committee will be responsiblefor the oversight of the risk management framework policies and practices of the Company.It shall oversee inter alia the Company's methods for identifying andmanaging risks frauds regulatory enforcement actions litigations investment portfolioand technology. The Risk Management Committee shall document and maintain records of itsproceedings including risk management decisions. The Committee shall report itsactivities to the Board of Directors on a regular basis and make such recommendations asit deems necessary or appropriate. The Risk Management Committee shall have the followingSpecific Responsibilities and Duties: Approve and periodically review the Company's riskmanagement policy; Oversee the operation of the Company's risk management framework -credit liquidity reputational operational fraud strategic technology (data-securityinformation business-continuity) - commensurate with the structure complexityactivities and size of the Company; Oversee processes and systems for implementing andmonitoring risk compliance including identifying and reporting emerging risks and theirmanagement; Review reports and significant findings with the Internal Audit Department.

General Body Meetings

The last three Annual General Meetings were held as under:



Date Time Location Special Resolutions Passed
2016-2017 2.8.2017 4:00 pm Patkar Hall SNDT Women's University Vithaldas Thackersey Marg Churchgate Mumbai 400020 Place of keeping Registers and Annual Returns.
2017-2018 7.8.2018 4.00 pm Rama Watumull Auditorium Kishinchand Chellaram College Dinshaw Wacha Road Churchgate Mumbai 400020 1. Six Special Resolutions for the Continuance of the Directorships of the following Non-Executive Directors who had attained the age of 75 years as at April 1 2019:
i. Mr. Brahm Vasudeva
ii. Mr. J. M. Mukhi
iii. Mr. Shishir K. Diwanji
iv. Mr. Gerson da Cunha
v. Gen. V. N. Sharma (Retd.)
vi. Mr. E. A. Kshirsagar
2. Continuance of the Directorship of

Mr. Ravi Kant Non-Executive Director who would

attain the age of 75 years on June 12019.

2018-19 6.8.2019 4.00 pm Rama Watumull Auditorium Kishinchand Chellaram College Dinshaw Wacha Road Churchgate Mumbai 400020 Five Special Resolutions for re-appointment of the following Non-Executive Independent Directors for a second term of five consecutive years from September 19 2019 to September 18 2024:
1. Mr. J. M. Mukhi
2. Mr. Shishir K. Diwanji
3. Mr. Gerson da Cunha
4. Gen. V. N. Sharma (Retd.)
5. Mr. E. A. Kshirsagar

No special resolutions were required to be put through postal ballot in the year2019-20. No special resolutions on matters requiring postal ballot are placed forshareholders' approval at the 60th Annual General Meeting.

Means of Communication

During the year quarterly results were approved by the Board of Directors andsubmitted to BSE Ltd. in terms of the requirements of Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Quarterly results and allother mandated Notices are published as required in prominent local daily newspapersnamely The Economic Times and Maharashtra Times. The resultsare displayed on the Company's website No news releases have beenissued by the Company and no presentations have been made to institutional investors or toanalysts. Management Discussion and Analysis is stated in the Directors' Report.


The Related Party Transactions Policy duly approved by the Board of Directors has beenplaced on the Company's website at There were notransactions of a material nature during the year 2019-20 with the Promoters theDirectors or the Management or relatives that may have any potential conflict with theinterest of the Company at large. Transactions with related parties as per therequirements of Ind AS 24 are disclosed in Point 12 in Note 34 forming part of thefinancial statements.

There were no instances of non-compliance by the Company nor have any penalties orstrictures been imposed by BSE Ltd. or the Securities and Exchange Board of India or anyother statutory authority during the last three years on any matter related to the capitalmarkets. The Company is in compliance with all the applicable requirements of the ListingAgreement with BSE Ltd. and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The details of the establishment of Vigil Mechanism/Whistle Blower Policy have beenstated in the Directors' Report. It is affirmed that no person has been denied access tothe Chairman of the Audit Committee under the Vigil Mechanism/Whistle Blower policy.

The principal commodity used by the Company is aluminium. The globally acceptedbenchmark for aluminium prices is the price quoted on the London Metal Exchange. Themonthly average of the LME quotations in April 2019 was US $ 1849 per tonne and in March2020 was US $ 1611 per tonne that is 14.8% lower. The Company does not undertake anycommodity hedging activity.

A certificate from a Company Secretary in practice has been received stating that noneof the directors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as directors of companies by SEBI/Ministry of Corporate Affairs orany such statutory authority and the same forms part of this Report as Annexure 1.

All the recommendations of the various Committees of the Board were accepted by theBoard.

Details relating to fees paid to the Statutory Auditors are given in Note 33 formingpart of the financial statements.

In the year 201 9-20 no case of sexual harassment of women was filed under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

The details of the familiarization programs for the Independent Directors are availableat Shareholder Information

The 60th Annual General Meeting is to be held on Wednesday August 5 2020 at 4:00 pmthrough Video Conference/ Other Audio Visual Means.

The Financial Calendar in the year 2020-21 is as follows:

May 21: Approval of the Annual Results of 2019-20
July 11: Mailing of the Annual Report
July 30 to August 5: Dates of Book Closure
August 5: Approval of the First Quarter Results
August 5: Annual General Meeting
By November 14: Approval of the Second Quarter Results
By February 13: Approval of the Third Quarter Results


Company Stock Prices Rs.

BSE Sensex

High Low High Low
Stock Market Price data for the year 2019-20 April 3148 2927 39487 38460
May 3100 2912 40125 36956
The equity shares of the Company are listed on BSE Ltd. P. J. Towers Dalal Street June 3072 2861 40312 38871
July 3035 2665 40032 37128
August 2980 2606 37808 36102
Mumbai - 400001. September 3390 2853 39441 35988
Stock Code: 508486. October 3629 3181 40392 37416
The annual listing fees for the year 2020-21 have been paid to BSE Ltd. November 4051 3455 41164 40014
December 3894 3607 41810 40135
January 4540 3541 42274 40477
February 5540 4151 41709 38220
March 5030 3111 39083 25639

The Company's Registrar and Share Transfer Agent (RTA) is Link Intime India Pvt. Ltd.(registered office at C-101247 Park LBS Marg Vikhroli West Mumbai 400083). The RTAacknowledges and executes transfer of shares arranges for issue of dividend processesdematerialisation and rematerialisation of shares receives and deals with complaints frominvestors under the supervision and control of the Company.

The Company's shares are traded on BSE Ltd. in dematerialised mode. In terms ofRegulation 40(1) of SEBI Listing Regulations as amended securities can be transferredonly in dematerialized form w.e.f. April 12019 except in case of request received fortransmission or transposition of securities.

As on March 31 2020 5163984 shares were held in a dematerialised mode representing97.66% of the Company's total shares and the balance 123831 shares (2.34%) were held inphysical mode.

Distribution of shares as on March 312020

By Size of Holding of the Shareholders.




Number % number %
1 to 1000 15296 99.01 865299 16.36
1001 to 5000 112 0.72 235643 4.46
5001 to 10000 10 0.06 72301 1.37
Above 10000 31 0.20 4114572 77.81
total 15449 100.00 5287815 100.00

By Category of Shareholders.

Category number of Shares Shareholding
Promoters 2962836 56.03%
Individuals and Others 1542521 29.17%
Mutual Funds 738975 13.98%
Bodies Corporate 25041 0.47%
Foreign Portfolio Investors 18140 0.34%
Banks/Financial Institutions 302 0.01%
Total 5287815 100%

Certain figures in certain tables that appear in this report apparently do not add upbecause of rounding off but are wholly accurate in themselves.

In 2019-20 the Company's exports were all on advance payment or Letters of Credit atsight. Therefore the foreign exchange risk was minimal. The Company undertook no activityhedging foreign exchange.

Credit Rating: The Company has obtained credit ratings from ICRA during the yearended March 312020 for the following:

(i) Fixed Deposits Programme - Rating: MAA Stable (High credit quality with low creditrisk)

(ii) Bank Facilities - Rating: AA- Stable (High degree of safety with low credit risk)

There has been no change in Credit Ratings during the year.

The Company's plants are located at Thane (Maharashtra) Hoshiarpur (Punjab) and inSatharia Jaunpur District (UP).

Address for Communication: The Company's registered office is situated at MakerTower F101 Cuffe Parade Mumbai 400005. Shareholders holding shares in dematerialisedmode should address their correspondence regarding change of address/bank details to theirrespective Depository Participant. Shareholders holding physical shares should addresstheir correspondence to the Company's Registrar and Share Transfer Agent Link IntimeIndia Pvt. Ltd. at the address given in this report herein above or to the Company.