Your Directors take pleasure in presenting the 74th AnnualReport along with Standalone and Consolidated Financial Statements for the year endedMarch 31 2021. Your Company has embarked on a disciplined path of progression to redefineitself as a one stop end to end building solutions provider. While Roofing Solutions hasbeen one of the biggest contributors since decades the growth of Polymer SolutionsBuilding Solutions and Flooring Solutions along with other newer opportunities yourCompany is objectively looking for growth profile from greener ventures profitably.
COVID-19 led to a complete breakdown of economy livelihood andhealthcare in Financial Year 21. The unprecedented shutdowns and loss of lives have neverbeen witnessed in recent memory. To mitigate these headwinds and come out successfullyyour Company has institutionalized ten cross functional teams to re-imagine HIL post Covidsituation while continuing to build "OneHIL" with focus on health & safetyliquidity cost optimization effective customer connect through digital monitoring ofgreener pastures lean and productive operations and various other activities to engageall relevant stakeholders. The business was systematically converted from a quarterly andmonthly based target focus to a daily monitoring system which brought further attentionharmony and impetus into the whole drive resulting in enhancing our abilities to harnessthe newer opportunities arising out of the fast-changing scenarios.
Looking back your Company is proud of its committed and passionateemployees and effectiveness with which they have channelled their efforts to overcome thischallenging situation. While keeping the business and cash flow safe the biggestorganization-wide impetus was given towards safety and wellbeing of our employees. YourCompany fast-tracked the SOPs work instructions video snippets and directions were madeavailable across all locations offices and depots which were personally executed by awell formed central response team & local response teams at various locations toensure business continuity and safety with fullest commitment towards social distancingcleanliness and personal safety managing sustainability amidst rapidly spreading pandemic.
On the sales front your Company recognized the challenge that was poseddue to closure of our Country from time to time in different pockets and therefore startedutilizing extensively the digital and business intelligence tools and heat maps to focusat greener pastures with newer customer base in Tier II & Tier III cites and maximizerevenue from these pockets. A very effective contribution was also done by your Companytowards building Covid centres and labour hutments in time of need for our Country whichalso supported in building up our connect with the country wide fight against thepandemic.
Despite a challenging market environment your Company delivered aresilient financial performance. Revenues remained buoyant with a good increase overprevious year with stringent focus on cost optimization penetration into new marketsexpanding product base and getting the right product mix. Strategic market mapping andin-depth tabs on each region ensured your Company to bounce back on growth trajectory andmaintain its leadership position despite adverse market environment. Our ability toexploit data in a timely and smart way fortified by appropriate analytical tools in whichwe had invested considerably enhanced the abilities of our multi-talented teams.
HIL continues to service European markets through its subsidiaryParador GmbH Germany. Despite facing challenges like closure of borders distortedmovements of people and goods lock down restrictions hugely impacting the businessoperations Parador demonstrated the zeal in true sense of "OneHIL". Paradorwhile abiding with the laws and guidelines and following the social distancing normscleanliness employee safety and wellbeing measures utilized its capacity to the maximumat both of its manufacturing locations at Germany and Austria and delivered to theconsumers through its innovative contactless business models like DIY Stores &Digital Customer Studios.
Your Company's strength and ability to manufacture a variety ofproducts in extremely challenging conditions catering to a dynamic market situation andmaintaining appropriate inventory levels are mainly due to our steadfast focus motivatedpeople advanced technologies digitization processes continuous monitoring and financialresilience which all contributed to nurture business opportunities resulting in superiorperformances. Our people have also distinguished themselves through their personalcommitment and contributions which has not only solidified our presence in the existingmarkets but also enabled us to create new opportunities in the coming years. We are alsoexcited about our potential to enhance our efforts and maintain our commitment towardsenvironmental sustainability.
With the above brief synopsis your Directors' are pleased topresent the financial performance of the Company both on standalone and consolidatedbasis for the year ended March 31 2021:
|Summary of Financial Results || || || || |
| || || || ||(Rs. Crores) |
|Particulars ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Total Income ||1596.45 ||1396.60 ||3066.19 ||2618.79 |
|Earnings Before Interest Depreciation & Tax ||260.26 ||175.75 ||428.09 ||271.35 |
|Less : Interest ||18.69 ||31.17 ||27.84 ||38.52 |
|Depreciation ||49.18 ||49.97 ||108.97 ||97.88 |
|Profit Before Tax and Exceptional items ||192.39 ||94.61 ||291.28 ||134.95 |
|Add/(Less): Exceptional items / Profit / Income from JV ||- ||- ||1.14 ||0.64 |
|Profit before tax from operations ||192.39 ||94.61 ||292.42 ||135.59 |
|Less : Taxes ||49.57 ||17.89 ||77.60 ||29.63 |
|Profit for the year from operations ||142.82 ||76.72 ||214.82 ||105.96 |
|Profit before tax on sale of discontinued operations ||60.56 ||- ||60.56 ||- |
|Less: Taxes on profit on sale of discontinued operations ||15.64 ||- ||15.64 ||- |
|Profit from sale of discontinued operations ||44.92 ||- ||44.92 ||- |
|Total Profit before tax ||252.95 ||94.61 ||352.98 ||135.59 |
|Less: Total taxes ||65.21 ||17.89 ||93.24 ||29.63 |
|Total Profit for the year ||187.74 ||76.72 ||259.74 ||105.96 |
|Other Comprehensive Income net of tax ||0.08 ||0.11 ||9.14 ||18.24 |
|Total Comprehensive Income for the year from operations ||142.90 ||76.83 ||223.96 ||124.20 |
|Total Comprehensive Income for the year ||187.82 ||76.83 ||268.88 ||124.20 |
|Basic Earnings Per Share (H) ||250.74 ||102.62 ||346.89 ||141.73 |
The above mentioned financial numbers include income and profitgenerated from discontinued operations.
Your Company achieved a net revenue from operations on standalone basisat H 1570.38 Crores as against H 1360.01 Crores in the previous year an increase of 15.5%and on consolidated basis registered a net revenue from operation at H 3048.06 Croresagainst H 2594.12 Crores in the previous year recording a growth of 17.5%. The year hasseen an exponential growth as "OneHil" team which has mitigated the crisis andredefined many of the business processes and norms. This model will continue in the comingyears. Various aggressive cost saving initiatives have helped us to redefine our cost basethereby achieving better cost optimization along with lean operational models augmentingthe growth of your Company in coming years.
Your Company has come up with a Lead Generation and Management Portala one stop solution for all sales leads which will augment leads from one business toother business vertical which in turn help the Company to service the customers at large.
While the pandemic continues to pose considerable headwinds to thesafety of employees and business in general your Company's set guidelines a matureset of SOP's and newer ways of doing business will help to wade through times in adisciplined and progressive manner. Your Company's attention is more focused towardssafety of employees as well as doing enough and more towards dealers distributorscustomers and plumbers to help them wade through the difficult times and thisresponsibility will continue to separate this Company and live up to being extremelyfocused to support the community.
Your Company strongly believes that in coming years once the pandemicis over the economy will emerge stronger than it ever was and it is pertinent time tofocus on blueprint for new opportunities and gear up to drive transformations.
Interest & Loans
During the year under review interest cost reduced to H 18.69 Croreson a standalone basis as against H 31.17 Crores during the previous year. Your Company hastaken this opportunity to redefine the working capital norms and re-shape the coststructure for each business with a lean set up to run the business more efficiently. On aconsolidated basis interest cost for the Financial Year 2020-21 stood at H 27.84 Croresas against H 38.52 Crores in the previous year.
The focus on cash generation persisted even in the subsidiaries as aresult of which Parador could partly prepay shareholder loan to an extent of Euro 5.5million to the parent Company during Financial Year 2020-21. Your Company has repaidduring the year H 283.55 Crores to banks at standalone level in India and H 331.83 Croresto banks at consolidated level. During the year your Company has fully repaid the loantaken for acquisition of Parador GmbH Germany.
Profit Before Tax
During the year under review your Company registered a standaloneProfit Before Tax (PBT) from operations of H 192.39 Crores as against H 94.61 Crores inthe previous year recording a growth of 103%. Your Company could achieve this due todetailed planning and bringing in sharper focus on realizations initiatives to boostsales improve net sales realizations and adopting product specific / market specificmodels. These timely actions have benefited your Company to deliver one of the bestperforming year in the history of HIL.
HIL International GmbH Germany and its subsidiaries have performedmuch better than expected profit before tax on a consolidated basis for the year 2020-21stood at H 292.42 Crores as against H 135.59 Crores in the previous year recording agrowth of 116%.
On a consolidated basis the Net Worth of your Company as at March 312021 stood at H 995.27 Crores as against H 742.73 Crores in the previous year.
The Consolidated earnings per share (basic) for the year ended March31 2021 stood at H 346.89 per share as against H 141.73 per share for the year endedMarch 31 2020 and the book value per share as at March 31 2021 was at H 1328/-as againstH 993/-as on March 31 2020.
The credit ratings on Company's long term and short termfacilities have been re-affirmed by the respective credit rating agencies and the same isfurnished below:
|Sl No Agency ||Type ||Rating |
|1 ICRA ||Long Term Credit Facilities ||ICRA AA-/Stable' |
|2 ICRA ||Short Term Debt ||ICRA A1+' |
|3 India Ratings ||Long Term - Term Loan ||IND AA-/Stable' |
During the year under review the Board of Directors declared aninterim dividend of H 15/- per equity share (150% of the paid-up value). YourDirectors' are pleased to recommend a final dividend of H 25/- per equity share (250%of the paid-up value) for your consideration and approval at the ensuing 74thAnnual General Meeting of the Company.
With the proposed final dividend the total dividend for the year2020-21 works out to be H 40/- per equity share (400% of the paid-up value) as against thetotal dividend of H 20/- per equity share (200% of the paid-up value) declared in theprevious year.
As per Finance Bill 2020 dividend declared / paid after April 1 2020will be taxable in the hands of the shareholders. Shareholders are requested to visitwww.hil.in/investor-relations for the FAQs on the dividend tax.
The total dividend outgo would amount to H 29.97 Crores and the Companyhas transferred H 10 (Ten) Crores to the General Reserves out of the profits for the year.
The Register of Members and Share Transfer Books of the Company willremain closed from Saturday July 24 2021 to Friday July 30 2021 both days inclusivefor determining the entitlement of the shareholders for the final dividend for theFinancial Year ended March 31 2021 and for annual book closure.
The Record Date for payment of final dividend is Friday July 23 2021for determining the entitlement of members for final dividend for the Financial Year2020-21.
Pursuant to Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended("Listing Regulations") the Board of Directors of your Company have adopted aDividend Distribution Policy. The policy lays down a broad framework and factors which theBoard would consider for deciding the distribution of dividend to its shareholders. Thesaid policy is available on the Company's websitehttps://hil.in/investor-relations/policies/
The paidup Equity Share Capital as on March 31 2021 was H751.97 Crores. During the year under review the Company has issued 14240 equity shareson exercise of options by an eligible employee and there are no shares with differentialvoting rights nor sweat equity issued by the Company.
Listing With Stock Exchanges
The Equity Shares of the Company are listed on NSE Limited and BSELimited. The annual listing fees for the years 2020 & 2021 have been paid to theseexchanges.
During the year 2021 the Issued and Listed Capital of the Company hasincreased due to allotment of equity shares to eligible employee on exercise of optionsunder HIL Employee Stock Option Scheme 2015.
State of Company's Affair
Covid-19 a global pandemic has threatened the very existence of humanlife across the globe. It has caused what seems to be transitory pause to most of thebusinesses across the globe. Your Company is no exception to these challenges and itseffects. During these time key focus of the Company was on Employee Health and Safetyalong with cost optimization and cash flow management. Your Company has implemented aprocess of daily review of various costs to obtain immense cost discipline.
Your Company's dedicated approach with People Health SafetyLiquidity and Optimized Cost Structure to run the business more effectively has helped toconvert this crisis into an opportunity and moving ahead the embarked growth trajectory.
During the first quarter of the year the business performance of allproducts was severely affected. However with the focused and committed approach combinedwith its unique and timely market/product based strategies your Company was successful insafeguarding its market leadership position in most of its products categories.
During the year challenges such as sharp rise in prices of rawmaterials local restrictions of movement of people continuous challenges in Real Estatesector and various other reasons have played its role and impact on the business. HoweverManagement had anticipated some of these emerging challenges and quickly began calibratingits responses by adopting product specific / market specific models. These timely actionshave yielded results which not only helped the Company to overcome these problems butalso to come out with flying colours in India as well as in Europe
Your Company institutionalised "Six Sigma" "LeanManagement Systems" and "Learning Management Tool" across its manufacturingunits and other key enabling functions which has helped to achieve operational excellenceand supported the initiative of our continuing efforts in driving the costs effectively.
Your Company's in-house initiative "Nayi Disha" an IdeaManagement Platform enabling employees to share their ideas for cost optimization andgrowth of the business has seen a qualitative response from the employees. This platformis extensively utilized to harness employee involvement towards new idea generation andcost reduction.
Your Company continues to maintain its market leadership position inthis product category mainly backed by its loyal customers and retailers. Along with yourCompany's deep brand presence coupled with market penetration and dealer / sub-dealerconnect activities Digital Connect and Cash is King' approach has yielded agood outcome for the Company and helped to boost sales and improve net sales realizations.
The first quarter which was always been the most favourable period foryour Company began witnessing certain challenges. It all began with nation-wide lockdowndue to COVID-19 which impacted the demand supply & logistics of our Fibre RoofingSheets in rural parts of the Country. Then there was significant influence of increase inmaterial cost logistics constraints and liquidity crunch in the market. To add to thesewoes availability of labour and drivers was also an issue. All these cumulatively had anadverse impact on the day-to-day operations during the season still the commitment ofemployees and channel partners have made Financial Year 2020-21 a memorable year in thehistory of your Company.
Overall despite the pandemic year and immense challenges the roofingbusiness ended the year with an impressive growth of 14% in volume terms over the previousyear. Your Company is confident of consolidating its leadership position in the industry.
"Charminar" and "Charminar Fortune" brands continueto enjoy the trust of the customers backed by your Company's enhanced Customercentric approach superior quality than competition improved post sale customer servicedeep routed supply chain network and widely spread depots and dealer network. This hashelped the Company to manage the headwinds faced in the industry with ease.
Building Solutions business consists of Wet Walling and Dry Wallingproducts which caters to the various requirements of building industries/commercialspaces and infrastructure segments. Due to the pandemic and lockdown overall demand waslow throughout the year; however our all-out efforts resulted in improved Businessperformance during second half of the year.
In Financial Year 2020-21 your Company focused on growing the buildingsolutions business by optimal utilisation of capacity. Your Company continued its positionas a comprehensive solutions provider in the building materials category by offering allrelevant products under one roof thereby retaining and enhancing its customer base. Havingachieved the maximum capacity utilisation in the previous year your Company has focusedon process efficiency and lean management principles in these factories to optimize thecost further.
Business Challenges faced in the Building Solutions viz. drop ofhousing sales delay in major housing sector projects along with the liquidity in themarket impacted this sector as a whole and decline in revenue from this segment. Toovercome these hurdles various steps such as New Markets penetration additional focus onTier II & Tier III cities along with emerging territories like East and Jammu &Kashmir were implemented and have shown fruitful results.
HIL under the brand name "Birla Aerocon" is India'sleading manufacturer of Autoclaved Aerated Concrete (AAC) fly ash blocks and has aleadership position in the market. These blocks offer effective and practical solutionsfor current building regulations and are manufactured using latest technologies and are anexcellent substitute for clay bricks concrete and hollow blocks. They save up to 30%construction time in building internal & external walls and slabs while giving thedesired strength.
Wet-Walling category consists of "Fly Ash Blocks" aneco-friendly building material "Smart fix" "Smart Plaster" and"Tile-Adhesive" under the brand name "Birla Aerocon". All productscohesively offer a complete range of solutions to the stakeholders in the BuildingMaterial industry. Tile-Adhesive is a new addition to this family and will be a complimentto other products in this category.
Fly Ash Blocks an eco-friendly building material product withunique combination of strength low weight cost-effectiveness and durability continue tobe the preferred choice among the builders and dealers.
During the year under review Fly Ash Blocks registered de-growthof 17% in quantity terms over the previous year.
Dry-Walling category consists of "Panels" "Boards"and "Smart bond" under the brand name "Birla Aerocon". Panels &Boards continue to be the preferred choice of the architects and designers. Technicalsolutions team of the Company continue to work closely with various architects anddesigners to provide them requisite support by creating awareness about the properties ofthese products and its advantages and they continue to promote these products. During theyear the Panels and Boards division registered a decline of 8% in quantity as compared tothe previous year. However our focus on new projects like COVID centres and additionalhealthcare facilities required due to pandemic could keep the business momentum up. YourCompany continues to maintain its preferred position in this category as well.
Building Solutions segment is presently operating at more than 90%capacity and given the strong efficiencies and brand reputation this segment hasperformed extremely well in Tier II and Tier III markets. With Company's focus toexpand its presence in Tier II & Tier III markets to ably cater to the upcomingHousing and infra projects Company has identified the state of Odisha as one of theprominent place to establish its foot print and service the emerging nearby markets.
Your Company is in the process to expand its manufacturing foot printin the State of Odisha by setting up facility to manufacture
AAC Blocks Solid Cement Panels and Fiber Cement Board under BirlaAerocon brand with a project outlay H 82 Crores (approx.).
This vertical consists of Pipes & Fittings and Wall Putty marketedunder the brand name "Birla HIL". The brand "Birla HIL" continued itsgrowth trajectory even amidst the pandemic conditions.
Pipes & Fittings
During the year Pipes & Fittings business vertical registered ahealthy growth of 64% over Financial Year 2019-20 outperforming the industry. Your Companyfocused on aggressive channel expansion especially in Tier II and Tier III cities in orderto achieve its growth. In addition your Company continued its range expansion initiativesadding new SKUs in its portfolio of Pipes & Fittings. During the year your Companyfocused on improving the brand visibility for Birla HIL through aggressive BTL drives andparticipation in Plumbing trade fairs and exhibitions.
HIL offers CPVC and UPVC Pipes and Fittings these pipes areenvironment-friendly & far superior replacement for the widely used GI pipes. Becauseof their unique characteristics Birla HIL CPVC and UPVC pipes fittings and solvents aresuitable for a broad range of applications. These plumbing solutions are the ideal choiceas they are corrosion resistant durable smooth friction free and resistant to bacterialgrowth. CPVC pipes are cost effective with low maintenance cost and they are easy toinstall. Birla HIL Pipes & Fittings have a unique TrueFitTM technology which offers100% leak proof joints and enhances the value propositions for consumers. Your Companyalso offers Birla HIL SWR Pipes for sewage systems & Column Pipes Systems which areeasy & economical solutions for underground bore well water application inresidential commercial & industrial buildings.
A well thought investments into this segment has enabled us to augmentseveral SKUs for both pipes and fittings to deliver composite solutions in both B2B andB2C segments.
Birla HIL Wall Putty is another fast moving product in the buildingmaterial category where your Company is in commanding premium position in terms ofquality and brand pull. Birla HIL Wall Putty is made with cutting edge "TRUECOLOUR" technology with a blend of white cement superior minerals German polymersand functional additives.
During the year Wall Putty business continued its momentum byenhancing its presence in newer markets and territories especially in South and East. WallPutty business vertical registered a growth of 38% over Financial Year 2019-20outperforming the industry. In order to service the growing demand across various regionsyour Company commissioned a manufacturing facility for wall putty in Golan Gujarat inaddition to adding multiple supply locations in South and East. During the year yourCompany improved the brand visibility for Birla HIL through aggressive BTL activities.
In Financial Year 2020-21 polymer solutions business continued itsgrowth momentum and strengthened its presence across the Country.
Parador - a leading international premium brand for flooring Solutionswith its "Made in Germany" & "Made in Austria" quality productsis a perfect blend of design and technology. Parador's
Innovative and sustainable products make it highly complementary to theexisting product portfolio which will enable the Company to market its widened productrange across the globe.
Introduction of E-business through "Online Brand Store" andfocus on "DIY Kits" were key success factors to positively impact Paradorbusiness amongst the other factors the highlights points being:
"One Ground" brand campaign launched worldwide to promote new productsterritories while primary focus was on markets such as Germany Austria and Switzerlandwhich helped to achieve better growth despite having intermittent lock downs.
The utilization of the plants improved to 72.1% in Financial Year 2020-21 from 67.6% inprevious year.
Higher focus was on Digitization including Industry 4.0 Digital Customer Studio toprovide a walk-in feel for the customers.
During the year Parador Group has reported a Net Revenue of H 1479.34Crores as against H 1239.04 Crores in previous year recording a growth of 19%. The ProfitBefore Tax for the year stood at H 100.17 Crores as against H 40.91 Crores in previousyear recording a growth of 145%.
In the year 2019-20 the Company entered into a Business TransferAgreement for Sale and Transfer of this business to M/s. Calderys India RefractoriesLimited for an overall consideration of H 80 Crores subject to terms of Business TransferAgreement. The said transaction was completed as per the mutually agreed timelines duringthe year under review.
The philosophy of Together We Build is synonymous not just with ourproducts but also with our brand persona which is reflected in all our activities andoutreach programs.
Owing to the pandemic impact this year your Company invested itsefforts to enhance its digital presence and increase its brand salience in the minds ofthe consumers via online means. Influencer meets were done online where renownedarchitects had live conversations with stakeholders consumers and answered Q&A'son the future of wooden flooring. Birla HIL engaged in brand associations with ISH andPlumb skills Expo organised by Ministry of Skill Development & Entrepreneurshipwhich are nationally recognized platforms and facilitate interactions between plumbersarchitects and relevant stakeholders.
Our products were displayed through these platforms that garnered highvisibility and resulted in lead generation. Charminar leveraged ubiquitous B2C and B2Be-commerce platforms like Amazon Indiamart TradeIndia along with different social mediaplatforms to generate leads and drive digital sales along with arranging channel partnerconferences influencer connect and leveraging loyalty programs.
Our extensive engagement with the plumbers architects masons and thechannel partners with a focus on building a strong digital platform offering our entirerange of products have fortified the efforts and resulted in a good performance despitechallenges.
Great Place to Work 2021
Your Company is proud of being certified as a "Great Place ToWork" for the third time in a row for 2021-22 the employee satisfaction score hasincreased to 86% from earlier 82%. Winning this coveted title for a third time reassuresthat our employees take pride in working at HIL and feel like a family unit. This is aresult of commendable efforts taken by the management towards building an impeccableperformance-based organization. Also your Company was in top 30 in the manufacturingsegment last year. Happy to inform that this year your Company has been chosen to beamongst the Top 100 Companies in India and No. 1 in the Building Material and CementIndustry.
Economic Times - Asia's Most Promising Leader of the Year
Mr. Dhirup Roy Choudhary Managing Director and CEO of your Company wasconferred with the prestigious Most Promising Business Leader in Asia Award2020' by The Economic Times for a third time in a row marking a significantachievement and testimony to his persistent endeavors towards strengthening aninnovation-led organization and leading and shaping the business demographics of HIL.
Superbrand is the world's largest independent arbiter of branding.It pays tribute to the strongest and most valuable brands in the world. SuperbrandStatus' strengthens a brand's image adds prestige and sets the brand apart fromits competitors. Your Company's brands "Charminar" and "BirlaAerocon" have been recipients of this prestigious award this year as well.
Brand of the Year 2020 The CEO Magazine
The CEO Magazine covers India's best brands on a quarterly andyearly basis covering the achievements of the brand and the brains behind the company.Your Company featured in its latest issue encompassing the brand being a market leader inthe Indian subcontinent and its growing recognition in the international market.
MUSE Design Award 2020 - Parador
Pardor Germany has won Gold in the category of Product Design at theMUSE Design awards. The MUSE Creative and MUSE Design Awards are internationalcompetitions aimed at professionals in the creative and design industries who help to openup new horizons for their industry. Under the management of the International AwardsAssociate (IAA) both awards are judged by a jury of professionals who have receivedawards in an international context. IAA oversees the awards and recognition programmesassembles the juries and sets strict standards for both competitions.
German Design Award 2020 Parador
Parador Germany got selected as a winner for Parador Online Brand Storein the category Excellent Communications Design Web. Outstanding design meansproviding answers to the challenges of our time and thinking design further ahead. Thetop-class international jury honours these groundbreaking design achievements - and theGerman Design Awards make the design trends visible across all sectors in a glamoroussetting.
Management Discussion & Analysis Report
A Report on Management Discussion & Analysis is appended as Annexure(I) to this report as per the requirements of SEBI (Listing Obligations &Disclosures Requirements) Regulations 2015.
Directors' & Key Managerial Personnel
During the period under review there were no changes to the Board ofDirectors of your Company. Pursuant to the provisions of Section 149 & 184 of theCompanies Act 2013 and under Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Independent Directors of the Company have submitted adeclaration that each of them meet the criteria of independence as prescribed in Section149(6) of the Companies Act 2013 and SEBI Regulations and there has been no change in thecircumstances which may affect their status as an Independent Director during the year.
In accordance with provisions of Section 152 of the Companies Act 2013and pursuant to Articles of Association of the Company Mr. Desh Deepak Khetrapal(DIN:02362633) Director of the Company is liable to retire by rotation at the ensuing 74thAnnual General Meeting and being eligible offers himself for re-appointment. Thebrief details required to be disclosed in accordance with Regulation 36 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 Companies Act 2013 and Secretarial Standards is included in the notice of theensuing Annual General Meeting forming part of this Annual Report.
Pursuant to the provisions of Section 203 of the Companies Act 2013details of the Key Managerial Personnel of the Company.
|Sl No Name of the Person ||Designation ||Remarks |
|1 Mr. Dhirup Roy Choudhary ||Managing Director & CEO ||- |
|2 Mr. KR Veerappan ||Chief Financial Officer ||- |
|3 Mr. Mahesh Thakar ||Company Secretary & Head Legal ||Appointed w.e.f February 2 2021 |
|4 Mr. Ashish Malhotra ||Company Secretary & Head Legal ||Appointed w.e.f August 14 2020 and resigned w.e.f September 30 2020 |
|5 Mr. G Manikandan ||Company Secretary & Financial Controller ||Resigned w.e.f August 13 2020. |
There were no other changes in the Key Managerial Personnel of theCompany and Company is in compliance with the required provisions of the Companies Act2013.
Board & Committees
The Company has a professional Board with an optimum combination ofexecutive non-executive and independent directors (including one woman director) whobring to the table the right mix of knowledge skill and expertise. The Board providesstrategic guidance and direction to the Company in achieving its business objectives andprotecting the interest of the stakeholders.
During the year Six (6) meetings of Board of Directors of the Companywere convened and held in accordance with the provisions of the Companies Act 2013. Thedate(s) of the Board Meeting attendance by the directors are given in the CorporateGovernance Report forming part of this Annual Report. The maximum time-gap between any twoconsecutive meetings was within the period prescribed under the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
None of the Directors are disqualified under Section 164(2) of the Act.Certificate on non-disqualification as required under Regulation 34 of SEBI (ListingObligation & Disclosure Requirements) Regulations 2015 is forming part of theCorporate Governance Report forming part of this Annual Report.
Independence of the Board
The Board of Directors of the Company comprises of optimum number ofIndependent Directors. Based on the confirmation/ disclosures received from the Directorsand on evaluation of the relationships disclosed the following Non-Executive Directorsare Independent in terms of Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 149(6) of the Act:
|1. Mr. V V Ranganathan |
|2. Dr. Arvind Sahay |
|3. Mrs. Gauri Rasgotra |
All the above Directors have registered themselves with the IndependentDirector's Data Bank. The Company has received necessary declarations from eachIndependent Director under Section 149 of the Act and Regulation 25 of the ListingRegulations confirming that he / she meets the criteria of independence laid down inSection 149 of the Act and Regulation 16(1)(b) of the Listing Regulations.
Committees of the Board
As per regulatory requirements and with a view to have focuseddeliberation the Board has constituted following committees.
Audit Committee of the Company meets the requirements of Section 177 ofthe Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. During the year Four (04) meetings of the Committee wereheld the details along with the composition of the Audit Committee as required under theprovisions of Section 177(8) of the Companies Act 2013 are given in the CorporateGovernance Report which forms part of this Annual Report. During the year under reviewthe Board has accepted all the recommendations of the Audit Committee.
Nomination and Remuneration cum Compensation Committee
Nomination and Remuneration cum Compensation Committee meets therequirements of Section 178 of the Companies Act 2013 and Regulation 19 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. During the year Five(5) meetings of the Committee were held the details of the composition of the Nominationand Remuneration cum Compensation Committee as required under the provisions of Section178 of the Companies Act 2013 are given in the Corporate Governance Report which formspart of this Annual Report. During the year under review the Board has accepted all therecommendations of the Nomination and Remuneration cum Compensation Committee.
Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 a formal evaluation of theperformance of the Board its Committees the Chairman and the individual directors wascarried out for the financial year 2020-21.
Structured forms covering evaluation of Board Committees of the BoardChairperson Independent Directors and Non-Independent Directors were circulated to allthe Directors and Directors were requested to rate against various criteria such ascomposition of Board receipt of regular inputs and information functioning performanceand structure of Board Committees skill set knowledge and expertise of directorspreparation and contribution at Board meetings leadership etc. The performance evaluationof the respective Committees and that of independent and non-independent directors wasdone by the Board excluding the director being evaluated.
Evaluation of all Board members is performed on an annual basis. Theevaluation is performed by the Board with specific focus on the performance and effectivefunctioning of the Board and Individual Directors and the same is taken note by theNomination and Remuneration Cum Compensation Committee.
The entire Board carried out the performance evaluation of theIndependent Directors. Further the Independent Directors carried out the performanceevaluation of the Chairman and the Non-Independent Directors.
Based on the recommendation of the Nomination and Remuneration CumCompensation Committee the Board reviews the key skills/ expertise/competence of Board ofDirectors so that Board of Directors comprises of a diverse and multidisciplinary groupof professionals with requisite skills/expertise/competence who can contribute towardsproviding strategic direction to the Company's management upholding the higheststandards of Corporate Governance.
Further as per the SEBI (Listing Obligation & DisclosureRequirements) Regulations 2015 the following is the matrix of skills and competencies onwhich all Directors are evaluated:
|Governance and Board service |
|Business Understanding |
|Risk/Legal/Regulatory Compliance |
|Information Technology/ Accounting/Financial Experience |
|Industry/Sector Knowledge |
|Strategy development and implementation |
Disclosures as required are given in the Corporate Governance Reportwhich forms part of this Annual Report.
Familiarisation Programme for Directors
In addition to giving a formal appointment letter to the newlyappointed Director on the Board a detailed induction plan covering the role functionduties responsibilities and the details of compliance requirements expected from thedirector under the Companies Act 2013 and relevant Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are given and explained to anew Director.
Pursuant to Regulation 25(7) of Listing Regulations conductingfamiliarization programmes for the Directors in the Company is a continuous processwhereby Directors are informed either through presentations at the Board or committeemeetings board notes interactions or otherwise about industry outlook businessoperations future strategies business plans competitors market positions products& new launches internal and operational controls over financial reporting budgetsanalysis on the operations of the Company etc. Pursuant to Regulation 46 of ListingRegulations the details required are available on the Company's websitehttps://hil.in/investor-relations/ familiarization-program/.
Corporate Social Responsibility Committee (CSR)
Corporate Social Responsibility Committee of the Company meets therequirements of Section 135 of the Companies Act 2013. The details of the composition ofthe Corporate Social Responsibility Committee as required under the provisions of Section135 of the Companies Act 2013 is given in the Corporate Governance Report which formspart of this Annual Report.
Pursuant to the provisions of Section 135 of the Companies Act 2013and the Rules made thereunder the brief outline of the Corporate Social Responsibility(CSR') policy of the Company and the initiatives undertaken by the Company onthe CSR activities during the year are given in Annexure (II) to this report in theformat prescribed in the Companies (Corporate Social Responsibility) Rules 2014. The saidpolicy is available on the Company's website "https://hil.in/investor-relations/policies/CSR Policy".
As per the provisions of Section 135 of the Companies Act 2013 2% ofaverage Net Profits of the Company for the immediately preceding three financial yearscalculated as per Section 198 of the Companies Act 2013 works out to H 2.36 Crores andthe Company has spent H 3.08 Crores on CSR activities in the areas of Preventivehealthcare including PM Cares Fund and education.
During the year under review your Company has transferred H 3.00Crores to PM Cares Fund to support the fight against Covid-19 Pandemic.
Stakeholders' Relationship Committee (SRC)
The Stakeholders Relationship Committee of the Company meets therequirements of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. During the year Four(04) meetings of the Committee were held the details along with the composition of theCommittee as required under the provisions of Section 178 of the Companies Act 2013 aregiven in the Corporate Governance Report which forms part of this Annual Report. Duringthe year under review the Board has accepted all the recommendations of the Committee.
Risk Management Committee
In terms of the provisions of the Listing Regulations your Company hasconstituted a Risk Management Committee comprising of all the members of the AuditCommittee along with the Managing Director & CEO Chief Financial Officer and Head Internal Audit of the Company. The Risk Management Committee is mandated to reviewthe risk management process of your Company. The Company Secretary acts as the Secretaryto the Committee.
The Company has an elaborate Risk Management framework in place whichhelps in identifying the risks and proper mitigation thereof and also lays down theprocedure for risk assessment and its mitigation through an internal Risk Committee.
Key risks and their mitigation arising out of reviews by the Committeeare assessed and reported to the Audit Committee on a periodic basis. The Audit Committeehas additional oversight in the area of financial risks and controls. The major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis.
The Risk Management Policy details the Company's objectives andprinciples of Risk Management along with an overview of the Risk Management processprocedures and related roles and responsibilities.
During the year the Risk Management Committee Audit Committee and theBoard have reviewed the elements of risk and the steps taken to mitigate the identifiedrisks. In their opinion apart from the existing challenges posed by the Covid pandemicthere are no major elements of risk which has the potential of threatening the existenceof the Company and as an organization your Company promotes strong ethical values andhigh levels of integrity in all its activities which in itself is a significant riskmitigator.
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 theannual return of the Company for the Financial Year 2020-21 can be accessed through theweb link on the Company's websitehttps://hil.in/investor-relations/2021-annual-report/
Directors' Responsibility Statement
Pursuant to the requirement of Section 134(3)(c) and 134(5) of theCompanies Act 2013 and on the basis of compliance certificate received from theexecutives of the Company and subject to disclosures in the Annual Accounts as also onthe basis of the discussion with the Statutory Auditors of the Company from time to timeand to the best of their knowledge and information furnished the Board of Directors statethat:
I. In preparation of the Annual Accounts for the year ended March 31 2021 all theapplicable Accounting Standards prescribed by the Institute of Chartered Accountants ofIndia and Companies Act 2013 have been followed and there were no material departures.
II. We have adopted such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the financial year ended March 31 2021.
III. We 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.
IV. The Annual Accounts for the year ended March 31 2021 has been prepared on a goingconcern basis.
V. Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively.
VI. The systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
Your Company is committed to good Corporate Governance and bestcorporate practices. The report on Corporate Governance for the year ended March 31 2021pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed herewith as Annexure (III). The Certificate from theAuditors of the Company M/s. B S R & Associates LLP. Chartered Accountants [ICAIFirm Registration Number: 116231W/W-100034] regarding compliance of conditions ofCorporate Governance is attached to the report of Corporate Governance forming part ofthis Annual Report.
Pursuant to the requirement laid down in the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Companyhas a Whistle Blower Policy as part of its Vigil Mechanism to deal with instances of fraudand mismanagement if any. The Vigil Mechanism framework ensures that strictconfidentiality is maintained whilst dealing with reported concerns and that nodiscrimination whatsoever is allowed to be practiced against any person who has genuinelyraised a concern. The designated officer/ Audit Committee Chairman can be directlycontacted to report any suspected or confirmed incident of fraud/ misconduct email@example.com. A High Level Committee has been constituted which looks into thecomplaints raised. The Committee reports to the Audit Committee and the Board.
The details of the same are provided in the Report on CorporateGovernance forming part of this report. The Whistle Blower Policy is also posted in theInvestors section of the Company's website www.hil.in on the following link https://hil.in/investor-relations/policies/
The complaints received under Vigil Mechanism Policy will beinvestigated thoroughly and detailed update including action taken if any on the samewill be presented to the Audit Committee and Statutory Auditors of the Company. There wasone complaint received during the year and the same has been resolved.
Nomination & Remuneration Policy ("Remuneration Policy")of the Company is designed to create a high-performance culture. It enables the Company toattract retain and motivate Directors on the Board Key Managerial Personnel and theSenior Management Officers. Our Business Model promotes customer centricity and requiresemployee mobility to address project needs. The Remuneration Policy supports such mobilitythrough pay models that are at par with industry standards.
The Nomination & Remuneration Policy is in accordance with Section178 of the Companies Act 2013 and Regulation 19 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. The Nomination & Remuneration Policy isalso posted in the Investors section of the Company's website www.hil.in on thefollowing link https://hil.in/investor-relations/policies/
Sexual Harassment Policy
Diversity and Inclusion is one of the major thrusts of your Companyenabling an equal opportunity to all; it has been an endeavour of the Company to supportwomen professionals through a safe healthy and conducive working environment by creatingand implementing proper policies to tackle issues relating to safe and appropriate workingconditions. As per provisions of "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013" the Company has framed a Policy onProhibition Prevention and Redressal of Sexual Harassment of Women at Workplace andmatters connected therewith or incidental thereto.
During the year under review no complaint of sexual harassment wasreceived by the Company and details as per Section 21 and 22 of the POSH Act are as under:
|Number of cases pending as on the beginning of the financial year ||Nil |
|Number of complaints filed during the financial year ||Nil |
|Number of cases pending as on the end of the financial year ||Nil |
|Number of workshops or awareness programs against sexual harassment carried out ||The Company regularly conducts necessary awareness programs for its employees and all employees are provided detailed education during the induction. |
|Nature of action taken by the employer or district officer ||Not Applicable |
Related Party Transactions
The Company is having a robust process of identifying and monitoring ofrelated party transactions. All related party transactions that were entered into duringthe financial year under review were on an arm's length basis and were in theordinary course of business. There were no materially significant related partytransactions entered or transacted by the Company with Related Parties PromotersDirectors Key Managerial Personnel or other designated persons which may have apotential conflict with the interest of the Company at large.
In line with the provisions of Section 177 of the Companies Act 2013read with the Companies (Meetings of the Board and its Power) Rules 2014 all RelatedParty Transactions are placed before the Audit Committee for review and approval theBoard and shareholders wherever such approval is required as per the provisions ofSection 188 of the Act rules made thereunder Regulation 23 of the Listing Regulationsand applicable Accounting Standards. Prior omnibus approval is obtained for Related PartyTransactions which are of repetitive nature and / or entered in the ordinary course ofbusiness and are at arm's length.
All Related Party Transactions entered during the financial year2020-21 were in ordinary course of business and at arm's length basis. Your Companydid not enter into Material Related Party Transactions i.e. transactions exceeding 10% ofthe annual consolidated turnover as per the last audited financial statement during theyear under review.
A summary statement of the transactions entered into with the relatedparties pursuant to the omnibus approval so granted are reviewed and approved by the AuditCommittee and the Board of Directors on quarterly basis. The requisite details of therelated party transactions entered into during the financial year are provided as Annexure(IV) to this report.
The Related Party Transaction Policy of the Company is available on theCompany's website https://hil.in/investor-relations/ policies/
None of the Directors other than to the extent of their shareholdingreceipt of remuneration/ commission has any pecuniary relationships or transactionsvis--vis the Company and None of Directors are relatives to each other.
The Company has also adopted the following policies as required byCompanies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 and the same are available on the website of the Company(https://hil.in/investor-relations/policies/)
Dissemination of Material Events Policy.
Documents Preservation Policy.
Monitoring and Reporting of Trading by Insiders.
Code of Internal Procedures and Conduct for Regulating
Code of Practices and Procedures for Fair Disclosures.
Material Subsidiary Policy.
Internal Financial Controls with Reference to Financial Statements
Your Company has in place adequate internal control systemscommensurate with the size of its operations. Internal control systems comprising ofpolicies and procedures are designedto ensure sound management of your Company'soperations safekeeping of its assets optimal utilisation of resources reliability ofits financial information and compliance. Clearly defined roles and responsibilities havebeen institutionalised. Systems processes and procedures are periodically reviewed andappropriately revised to strengthen them to mitigate emerging risks associated with thegrowing size and complexity of your Company's operations.
The Company's Statutory Auditors B S R and Associates LLPChartered Accountants (ICAI Regn. No.-116231W/W-100024) were appointed as the StatutoryAuditors of the Company for a period of 5 years i.e 70th Annual General Meeting(held on July 18 2017) till the conclusion of the 75th Annual General Meetingto be held in 2022. Accordingly BSR and Associates LLP Chartered Accountants StatutoryAuditors of the Company will continue till the conclusion of 75th AnnualGeneral Meeting. In this regard the Company has received a confirmation from the Auditorsto the effect that their continuation as Statutory Auditors would be in accordance withthe provisions of Section 141 of the Companies Act 2013
B S R & Associates LLP Chartered Accountants (ICAI Regn. No.116231W/W-100024) who are the statutory auditors of the Company has issued an unmodifiedAuditor's Report (Standalone & Consolidated) for Financial Year ended March 312021 and the Auditors have not reported any matter under Section 143 (12) of the Act andtherefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
The Company has an effective fulltime in-house and professionallycompetent internal audit team which regularly monitors the effectiveness of the internalcontrol systems. This function reports to the Audit Committee and the Managing Directorabout the adequacy and effectiveness of the internal control systems of your Company aswell as the periodical results of its review of the Company's operations as per aninternal audit plan duly approved by the Audit Committee. The in-house internal audit teamworks in tandem with M/s. Ernst and Young LLP whose professional services have beenavailed by the Company to audit specific locations and processes as per the Internal Auditplan approved by the Audit Committee. Together they provide a robust framework.
The recommendations of the internal audit teams on improvements in theoperating procedures and control systems for strengthening the operating procedures werealso presented periodically to the Audit Committee.
During the year under review the Internal Auditors have not reportedany matter under Section 143(12) of the Act and therefore no details are required to bedisclosed under Section 134 (3) (ca) of the Act.
Pursuant to Section 148 of the Companies Act 2013 read with the rulesframed thereunder the cost audit records maintained by the Company in respect of itsspecified products are required to be audited by a Cost Auditor. The Board of Directorson recommendation of the Audit Committee appointed M/s. S.S. Zanwar &Associates as Cost Auditors of the Company to conduct the audit of the cost records ofthe Company for the financial year ending March 31 2022 at a remuneration of H 7 Lacsplus out of pocket reimbursements. The requisite resolution for ratification ofremuneration of Cost Auditor by the shareholders of the Company has been set out in theNotice of ensuing Annual General Meeting. The Cost Auditor has certified that theirappointment is within the limits as prescribed under Section 141(3)(g) of the Act and thatthey are not disqualified from such appointment within the meaning of the said Act.
The Cost Audit report for the financial year ended March 31 2020 wasduly filed with the Central Government within the due date and the Company has maintainedthe Cost Records/Accounts as required under Section 148 of the Companies Act 2013.
During the year under review the Cost Auditors have not reported anymatter under Section 143(12) of the Act and therefore no details are required to bedisclosed under Section 134 (3) (ca) of the Act.
Pursuant to the provisions of Section 204 of the Companies Act 2013Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 and rules framed thereunder the Board of Directors on recommendation of the AuditCommittee appointed M/s. P.S. Rao and Associates Company Secretaries to undertake thesecretarial audit of the Company. Company has received a certificate from the SecretarialAuditor interalia confirming that their appointment is within the limits laid down bythe Act and rules made thereunder is as per the term provided under the Act they are notdisqualified for being appointed as Secretarial Auditor under the provisions of applicablelaws and also that there are no pending proceedings against them involving matters ofprofessional misconduct.
The Secretarial Audit Report issued by M/s. P.S. Rao & AssociatesCompany Secretaries for the financial year ended March 31 2021 is given in Annexure(V) attached hereto and forms part of this report. The report does not contain anyqualifications reservations or adverse remarks.
The Company has undertaken an audit for the Financial Year 2020-21 forall applicable Securities and Exchange Board of India ("SEBI") compliances asper circular dated February 8 2019 issued by SEBI. The Annual Secretarial ComplianceReport issued by M/s. P.S. Rao & Associates Company Secretaries has beensubmitted to the Stock Exchanges within the prescribed time limit and is forming part ofthe Corporate Governance Report.
During the year under review the Secretarial Auditors have notreported any matter under Section 143(12) of the Act and therefore no details arerequired to be disclosed under Section 134 (3) (ca) of the Act.
Particulars of Loans Guarantees or Investments
Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the Notes to the financial statements provided in thisAnnual Report.
The Company has not accepted any deposits covered under Chapter V ofthe Companies Act 2013 and as such no amount of principal or interest was outstanding ason March 31 2021.
Subsidiaries and Joint Ventures
The following is the group structure of your Company:
|Sl No ||Legal name of the entity ||Relationship ||Country of incorporation and Date ||Full address |
|1 ||HIL LIMITED ||Holding Company ||India ||Office No 1 & 2 Level 7 SLN Terminus |
|2 ||HIL International GmbH ||Subsidiary (Wholly Owned Subsidiary) ||June 23 1955 Germany July 3 2018 ||Gachibowli Hyderabad Millenkamp 7-8 48653 Coesfeld Germany |
|3 ||Parador Holding ||Step Down Subsidiary (WOS to ||Germany ||Millenkamp 7-8 48653 Coesfeld Germany |
| ||GmbH ||HIL International GmbH) ||June 20 2016 || |
|4 ||Parador GmbH ||Step Down Subsidiary (WOS to Parador Holding GmbH) ||Germany September 21 2015 ||Millenkamp 7-8 48653 Coesfeld Germany |
|5 ||Parador Parkettwerke GmbH ||Step Down Subsidiary (WOS to Parador GmbH) ||Austria April 10 1998 ||Wiener Strasse 66 7540 Gssing Austria |
|6 ||Parador (Shanghai) Trading Co. Ltd. ||Equity Joint venture (50%) of Parador GmbH and (50%) Horgus Oriental Glamour Co. Ltd. ||Republic of China August 8 2018 ||Room 1006 Floor 10 No 233 Taicang Road Huangpu District Shanghai Municipality the People's Republic of China |
In compliance with the requirements of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 your Company has appointed Dr. Arvind SahayIndependent Director as a Director on the Board of HIL International GmbH Germany (whollyowned subsidiary). Dr. Arvind Sahay will hold office as a Director in HIL InternationalGmbH Germany upto March 31 2022.
Supercor Industries Ltd
Your Company holds 33% of the share capital in Supercor IndustriesLimited ("Supercor") a Company incorporated under the laws of Nigeria. TheState Government of Bauchi Nigeria and other shareholders hold the remaining 67% of theshare capital in Supercor.
During the year there is no significant development at SupercorIndustries Limited. Company has already suspended its operations since the year 2016 dueto cash flow crisis. Your Company has already informed the Board of Supercor IndustriesLimited about its intention to sell its stake and has not been participating in any of thediscussions of the Board / Management for last 3 years. The Interim Board set up by theNigerian Government is not responsive and your Company is awaiting to hear from the Boardof Supercor Industries Limited for deciding further course of action.
In view of the above your Company is not in a position to obtain anyinformation/financials from the Joint Venture entity and hence the consolidated financialstatements does not include the financial performance of Supercor Industries Ltd.
As per the provisions of Section 129 of the Companies Act 2013 readwith Rule 5 of Companies (Accounts) Rules 2014 a separate statement containing thesalient features of the Financial Statements of the Subsidiary Companies/ AssociateCompanies/Joint Ventures in Form AOC-1 is attached as Annexure (VI) to this report.
Consolidated Financial Statements
The Consolidated Financial Statements has been prepared in accordancewith Indian Accounting Standards (Ind AS) as per the Companies (Indian AccountingStandards) Rules 2015 notified under Section 133 of the Companies Act 2013 and otherrelevant provisions of the Companies Act 2013. As per the provisions of Section 136 ofthe Companies Act 2013 the Company will also place separate Audited accounts of itsSubsidiaries on its website.
Employee Stock Options
The Company has two operative Employees Stock Option Schemes i.e HILLimited Employees Stock Option Scheme 2015 and HIL Limited Employee Stock Option Scheme2019 which provides for grant of Stock Options to eligible employees of the Company.
Nomination & Remuneration cum Compensation Committee of the Boardof Directors inter alia administers and monitors the Employees' Stock OptionScheme(s) of the Company in accordance with the Securities and Exchanges Board of India(Share Based Employee Benefits) Regulations 2014 ("SEBI Regulations").
During the year there were no new options granted to the employees ofthe Company.
The details of Employee Stock Options pursuant to Section 62 of theCompanies Act 2013 read with Rules made thereunder and SEBI (Share Based EmployeeBenefits) Regulations 2014 and erstwhile SEBI (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines 1999 are provided in website of the Companyhttps://hil.in/investor-relations/2021-annual-report/ Certificate from M/s. B S R &Associates LLP Chartered Accountants (ICAI Firm Registration Number: 116231W/W-100024)Statutory Auditors of the Company confirming that the scheme has been implemented inaccordance with the SEBI Regulations will be placed at the forthcoming Annual GeneralMeeting of the Company for inspection by the members.
Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules areprovided in Annexure (VII) to this report.
Compliance with Secretarial Standards
During the year under review your Company has complied with therespective Secretarial Standards issued by the Institute of Company Secretaries of Indiaon Board Meetings General Meetings and Dividend.
Human Capital and Industrial Relations
Your Company believes that the quality of its employees is the key toits continued growth and success. Hence HIL is committed to providing necessary HumanResource development and training opportunities to equip employees with new skills toenable them to adapt to contemporary technological advancements. We practice and promotean open fearless and transparent value based culture in the organization. Therecruitment process is aligned to attract the best talent available and diversity atworkplace is another priority that has significant emphasis of the Company.
Your Company's management firmly believes that a stable andpeaceful industrial relation is key to the success of your organization. Over the yearsthe management has made sincere and continued efforts for the development of an atmosphereof mutual trust co-operation confidence and respect duly recognizing the rights of theworkers. A robust labour law compliance mechanism is in place to help the organization runits businesses in the most ethical and efficient manner.
Your Company's employee engagement program JOSH makes learning activities fun by indulging in various programmes like festivecelebrations sports events health care activities cultural nights with family eventsetc. to create an overall healthy work environment. We are committed to build an open andtransparent culture through which employees can provide feedback without any fear. Theorganization is committed to the welfare and career growth of its people.
Particulars of Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo
Particulars with respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo as required under Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 are given in the Annexure(VIII) attached hereto and forms part of this report.
Business Responsibility Report
Regulation 34(2)(f) of the Listing Regulations mandates the inclusionof Business Responsibility Report ("BRR") as part of the Annual Report for top500 listed companies which was thereafter amended to top 1000 listed companies with effectfrom December 26 2019 based on market capitalization as on March 31 every year. Incompliance with the Listing Regulations BRR of your Company for the Financial Year2020-21 is included in the Annual Report.
Your Company strongly believes that sustainable and inclusive growth ispossible by using the levers of environmental and social responsibility while settingaspirational targets and improving economic performance to ensure business continuity andrapid growth.
Significant and Material Orders Passed by the Regulators/Court
During the year under review no significant and material orders havebeen passed by the Regulators or Courts or Tribunals impacting the going concern statusand operations of the Company.
Material Changes and Commitments
There are no material changes and commitments affecting the financialposition of the Company which occurred between the end of the financial year March 312021 to which the financial statements relate and the date of signing of this report.
During the year there is no application made or any proceeding pendingon the Company under the Insolvency and Bankruptcy Code 2016.
Change in the Nature of Business
There has been no change in the nature of business of the Company
Other Statutory Disclosures
Your Directors state that no disclosure or reporting is required withrespect to the following items as there were no transactions related to these items duringthe year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issues of sweat equity shares.
3. Provision of money for purchase of its own shares by employees or by trustees forthe benefit of employees.
Investor Education and Protection Fund (IEPF)
In terms of Section 123 124 and 125 of the Companies Act 2013 theunclaimed dividends and shares wherein the dividends are unclaimed for a period of sevenconsecutive years relating to the Final Dividend for the year 2012-13 have beentransferred to the IEPF Fund/Suspense account respectively. The details of sharestransferred is available in the website of the Company.
Further as per the provisions of Section 125 the share(s) wherein thedividend is unclaimed for a period of consecutive seven (07) years will be transferred tothe suspense account as prescribed by the IEPF Rules therefore the shareholders whosedividends are unclaimed for consecutive seven years from 2012-13 (list of the shareholdersalong with the unclaimed dividend details are available on the website of the Companyhttps://hil.in/investor-relations/unclaimed-divided-shares-due-to-transfer-to-iepf/ arerequested to claim their unclaimed dividend at the earliest.
Shareholders are requested to ensure their dividends are encashed ontime. In case of non-encashment of dividends shareholders are advised to approach theCompany or RTA to claim their unclaimed dividends.
Your Directors take this opportunity to thank all the stakeholders ofthe Company for their continued support and express their sense of gratitude to thecustomers vendors banks financial institutions channel partners business associatesCentral and State Governments for their co-operation and look forward to their continuedsupport in future. Your Directors wish to place on record their sincere appreciation forthe contribution made by the employees at all levels and applaud them for their superiorlevels of competence dedication and commitment towards your Company.