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Himadri Speciality Chemical Ltd.

BSE: 500184 Sector: Industrials
NSE: HSCL ISIN Code: INE019C01026
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VOLUME 1662162
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P/E 29.56
Mkt Cap.(Rs cr) 2,131
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OPEN 51.65
CLOSE 51.25
VOLUME 1662162
52-Week high 62.40
52-Week low 37.55
P/E 29.56
Mkt Cap.(Rs cr) 2,131
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Himadri Speciality Chemical Ltd. (HSCL) - Director Report

Company director report

Dear Shareholders

Your Directors have the pleasure of presenting their report as a part of the 32ndAnnual Report of your Company ("the Company" or "HSCL") together withthe Audited Financial Statements and the Auditors' Report thereon for the financial yearended 31 March 2020.

1. FINANCIAL RESULTS

The financial results of the Company for the financial year ended 31 March 2020 aresummarized below:

Amount in Rs. Lakhs

Particulars

Standalone

Consolidated

No. Particulars 2019-20 2018-19 2019-20 2018-19
I. Revenue from operations 180349.85 237661.90 180580.03 242238.66
II. Other income 496.82 1409.52 798.50 776.52
III. Total income (I + II) 180846.67 239071.42 181378.53 243015.18
IV. Expenses
Cost of materials consumed 120806.34 160371.13 127343.03 161758.90
Changes in inventories of finished goods and work-in-progress 1433.98 (1590.28) (4963.76) (1718.27)
Employee benefits expense 7325.02 5812.42 7433.34 5956.17
Finance costs 5452.13 7057.16 5491.35 7105.25
Depreciation and amortisation expense 3668.01 3253.26 3924.38 3443.44
Other expenses 22386.30 19238.29 22735.67 20255.92
Total expenses (IV) 161071.78 194141.98 161964.01 196801.41
V. Profit before exceptional items and tax (III-IV) 19774.89 44929.44 19414.52 46213.77
VI. Exceptional Items (12798.65) - - -
VII. Profit before tax (V-VI) 6976.24 44929.44 19414.52 46213.77
VIII. Tax expenses
Current tax 3470.49 9683.00 3470.49 9683.00
Deferred tax (4591.90) 4107.24 (4591.88) 4107.22
IX. Profit for the year (VII-VIII) 8097.65 31139.20 20535.91 32423.55

2. PERFORMANCE HIGHLIGHTS

i) Financial Performance - Standalone

The Company achieved total Revenue from Operations of Rs.180349.85 lakhs for the yearended 31 March 2020 as against Rs.237661.90 lakhs for the year ended 31 March 2019represented a decrease of 24.11% because of decrease in sales volume decrease in averagerealization and due to write down in inventory. EBITDA for the year excluding the effectof foreign exchange fluctuation loss/ (gain) and other income was Rs.2980714 lakhs ascompared to Rs.53830.34 lakhs for the previous year EBITDA for the year decreased by44.63% due to decrease in sales volume decrease in EBITDA per MT and because of declinein sales realization. Sales realization was impacted due to slowdown in demand inaluminium graphite electrode tyre and automobile sectors. During the financial year2019-20 the Company earned a profit after tax of Rs.809765 lakhs as compared toRs.31139.20 lakhs in the previous year

ii) Financial Performance - Consolidated

On consolidated basis the total revenue from operations in the financial year 201920decreased by 25.45% to Rs.180580.03 lakhs from Rs.242238.66 lakhs in the previous yearbecause of decrease in sales volume decrease in average realization and due to write downin inventory. EBITDA for the year excluding the effect of foreign exchange fluctuationloss/ (gain) and other income was Rs.29446.48 lakhs as compared to Rs.56254.49 lakhsfor the previous year. EBITDA for the year decreased by 4765% due to decrease in salesvolume decrease in EBITDA per MT and because of decline in sales realization. Salesrealization was impacted due to slowdown in demand in aluminium graphite electrode tyreand automobile sectors. During the financial year 2019-20 the Company earned a profitafter tax of Rs.20535.91 lakhs as compared to Rs.32423.55 lakhs in the previous year.

3. NOVEL CORONAVIRUS (COVID-19)

In the last month of financial year 2019-20 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lockdowns of all economic activity.For the Company the focus immediately shifted to ensuring the health and well-being ofall employees and on minimizing disruption to services for all our customers. To ensurethe safety and well-being of employees and all stakeholders and to prevent & containthe spread of COVID-19 your Company decided to temporarily close its manufacturingoperations and offices in India with effect from 23 March 2020 till 31 March 2020. TheGovernment extended the lockdowns from time to time also issued several guidelines andSOP to resume some essential services. The Company resumed its operations to ensurebusiness continuity in the continuously evolving situation out of the COVID-19 outbreakwithin the guidelines issued by the Government and health authorities. Several measureshave been taken to protect the safety health and wellbeing of all employees whichremains on the top priority. As of 31 March 2020 work from home was enabled to workremotely and securely.

The Company has considered the possible risk that may result from the pandemic relatingto COVID-19 and expects to recover the carrying amount of all its assets includinginventories receivable investments and other financial and non-financial assets in theordinary course of business based on the internal and external information available uptothe date of approval of these standalone financial results. The Company is continuouslymonitoring any material changes in future economic conditions.

4. DEBENTURE REDEMPTION RESERVE (DRR)

In terms of Section 71(4) of the Companies Act 2013 the Company has transferred a sumof Rs.214.28 lakhs (previous year: Rs.428.56 lakhs) to the credit of Debenture RedemptionReserve out of its current profits for the purpose of redemption of Non-ConvertibleDebentures issued by the Company.

5. DIVIDEND

In terms of Dividend Distribution Policy of the Company the Board of Directors of theCompany ('the Board') has recommended a dividend of Rs.0.15 per equity share on418807782 equity shares of face value Rs.1/- each for the year ended 31 March 2020(Dividend for financial year 201819 @ Rs.0.15/- per equity share on 418609806 equityshares of Rs.1/- each) out of its' current profits subject to the approval of Members atthe ensuing Annual General Meeting (hereinafter referred as 'AGM') of the Company. TheDividend payout for the year was Rs.756.98 lakhs (previous year: Rs.504.41 lakhs).

The said policy has been annexed to this report as annexure I and alsoavailable on the website of the Company at www.himadri.com at the link.

https://www.himadri.com/pdf/corporate_ governance/dividend_distribution_policy.pdf TheRegister of Members and Share Transfer Books of the Company will remain closed for thepurpose of payment of dividend for the financial year ended 31 March 2020 and the AGM.Book closure date has been indicated in the notice convening AGM which forms part of theAnnual Report.

6. SUBSIDIARIES

The Company has two subsidiary Companies 1) AAT Global Limited in Hong Kong in whichthe Company holds 100% equity 2) Shandong Dawn Himadri Chemical Industry Ltd("SDHCIL") in China in which the Company holds 94% equity through its whollyowned subsidiary Company AAT Global Limited.

A report on the performance and financial position of each of the aforementionedsubsidiaries as per provisions of sub section (3) of Section 129 of the Companies Act2013 read with rule 5 of Companies (Accounts) Rules 2014 in Form AOC-1 is annexed to thisreport as Annexure II.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on thewebsite of the Company www.himadri.com

• Names of Companies which become or ceased to be its Subsidiaries Joint Venturesor Associates

During the financial year 2019-20 Company's wholly owned Indian Subsidiary CompanyEqual Commodeal Private Limited ('ECPL') merged with its Holding Company pursuant to theorder of the Hon'ble National Company Law Tribunal (NCLT) Kolkata Bench dated 14 October2019. No Company other than above has become or ceased to be a subsidiary or joint ventureor associates of the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Indian Accounting Standards (IND AS) 110 - "ConsolidatedFinancial Statements" as notified by Ministry of Corporate Affairs and as per thegeneral instruction for preparation of consolidated financial statements given in ScheduleIII of the Companies Act 2013 and in compliance with the SEBI Listing Regulations theCompany has prepared

Consolidated Financial Statements. The Audited Consolidated Financial Statements alongwith the Auditors' Report thereon forms part of the Annual Report.

8. WINDMILLS

During the financial year 2019-20 the windmills at Dhule in Maharashtra generated3141580 kwh units of wind energy as compared to 4045006 kwh units in the previousyear. The revenue generated by the windmills for the year remained at Rs.95.82 lakhs ascompared to Rs.212.97 lakhs in previous year. The revenue decreased due to less unitgeneration as well as reduction in selling rate per unit.

9. WORKING CAPITAL

The Company continued to enjoy working capital facilities under multiple bankingarrangements including Axis Bank Limited Bank of Baroda Central Bank of India Citi BankN.A. DBS Bank India Limited The Federal Bank Limited HDFC Bank Limited The Hongkongand Shanghai Banking Corporation Limited ICICI Bank Limited IDFC First Bank LimitedIndusInd Bank Limited Kotak Mahindra Bank Limited Qatar National Bank (Q.P.S.C.) RBLBank Limited Standard Chartered Bank State Bank of India and Yes Bank Limited. TheCompany has been regular in servicing these debts.

10. REVISION OF CREDIT RATING

THE Company has obtained Credit Rating of its various credit facilities and instrumentsfrom ICRA Limited and also from CARE Ratings Limited. The details about the ratingassigned by the agencies is clearly elaborated in the Corporate Governance report formingpart of the Annual Report.

11. CAPITAL EXPENDITURE

During the financial year 2019-20 the Company incurred capital expenditure on accountof addition to fixed assets aggregating to Rs.24760.63 lakhs (including Capital WorkInProgress and capital advances).

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 Mr Bankey Lal Choudhary(DIN: 00173792) and Mr Shyam Sundar Choudhary (DIN: 00173732) the Executive Directors ofthe Company will retire from the office by rotation and being eligible offers themselvesfor re-appointment.

During the financial year 2019-20 Ms. Sucharita Basu De (DIN: 06921540) has beenappointed as Independent Director for a term of 5 (five) years. Mr. Santimoy Dey (DIN:06875452) and Mr. Hanuman Mal Choraria (DIN: 00018375) have been re-appointed as anIndependent Director for a second consecutive term of 5 (five) years by means of passingSpecial Resolutions at the last Annual General Meeting of the Company. Mr. Bankey LalChoudhary (DIN: 00173792) has been re-appointed as Whole-time Director and has also beenre-designated as Chairman of the Company for five years Mr. Anurag Choudhary (DIN:00173934) has been appointed as Managing Director & Chief Executive Officer Mr. AmitChoudhary (DIN: 00152358) and Mr. Tushar Choudhary (DIN: 00174003) have been appointed asWhole-time Director for a period of five years by means of passing Special Resolutions atthe last Annual General Meeting of the Company.

Ms. Rita Bhattacharya (DIN: 03157199) the Nominee of LIC of India has resigned fromthe Board of Directors of the Company w.e.f 8 January 2020 and Mr. Suryakant BalkrishnaMainak (DIN: 02531129) Independent Director has resigned from the Board of Directors ofthe Company w.e.f. 15 February 2020. Your Directors place on record their appreciation forthe services rendered by Ms. Bhattacharya and Mr. Mainak.

During the financial year 2019-20 there was also change in Key Managerial Personnel ofyour Company. Mr. Bajrang Lal Sharma Company Secretary & Compliance Officer hasretired w.e.f. closing business hours of 14 February 2020. Your

Directors place on record their appreciation for the services rendered by Mr. Sharma.The Board has appointed Ms. Monika Saraswat as Company Secretary & Compliance Officerw.e.f. 15 February 2020.

The Board met 5 (Five) times during the financial year 2019-20 with the maximum timegap not exceeding 120 days in between two consecutive meetings.

The constitution of the Board is in compliance with the provisions of Section 149 ofthe Companies Act 2013 and the SEBI Listing Regulations.

The brief resume and other details relating to the Directors who are to beappointed/reappointed as stipulated under Regulation 36(3) of the SEBI Listing Regulationsand Secretarial Standard 2 are provided in the Notice of Annual General Meeting formingpart of the Annual Report.

The number and dates of meetings held by the Board and its Committees attendance ofDirectors and remuneration paid to them are given separately in the attached CorporateGovernance Report.

Whereas the SEBI Listing Regulations inter-alia provides that the top 500 listedcompanies with effect from 1 April 2019 shall have at least one woman director to act asIndependent Director. Since the Company has been falling within the list of top 500Companies (Listed) accordingly it was required to appoint Woman Independent Director.Hence Ms. Sucharita Basu De has been appointed as an Independent Woman Director witheffect from 1 April 2019.

13. DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given necessary declaration of theirIndependence to the Board as stipulated in Section 149(6) of the Companies Act 2013 asrequired in terms of Section 134(3) (d) of the Companies Act 2013.

In the opinion of the Board all the Independent Directors appointed during the yearfulfils the conditions specified in the Act with regard to integrity expertise andexperience (including the proficiency) of the Independent Director and are independent ofthe management. All the Independent Directors have registered themselves in the data bankas provided in Rule 6 of the Companies (Appointment and Qualification of Directors) Rules2014 as amended.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments that occurred after the close of theyear till the date of this Report which affect the financial position of the Company.

15. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) read with Section 134(5) of the Companies Act2013 and as per Schedule II Part C(A)(4)(a) of the SEBI Listing Regulations yourdirectors confirm that:

a. In the preparation of the annual accounts for the year ended 31 March 2020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b. The Directors have selected suitable accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

c. 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;

d. The Directors have prepared the annual accounts on a going-concern basis;

e. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and are operating effectively;and

f The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively;

16. NOMINATION & REMUNERATION POLICY

The Company pursuant to the provisions of Section 178 of the Companies Act 2013 andin terms of Regulation 19(4) read with Part D of Schedule-II of the SEBI ListingRegulations has a policy on Nomination and Remuneration for its Directors Key ManagerialPersonnel and Senior Management which inter-alia provides for the diversity of the Boardand provides the mechanism for performance evaluation of the Directors and the said policywas amended from time to time and may be accessed on the Company's website at the link.https:// www.himadri.com/pdf/corporate_governance/nomination_remuneration_policy_june2018.pdf

17. LOANS INVESTMENTS AND GUARANTEE

The Company had made investments in equity shares and given loans and advances to itswholly owned subsidiary AAT Global Limited (AAT') Hongkong. AAT in turn invested inequity shares and had given loans and advances to its subsidiary Shandong Dawn HimadriChemical Industry Ltd ('SDHCIL') China. There has been shortfall in the businessperformance of both AAT and SDHCIL compared with budgets and further changes in thetechnology market economic environment have adverse impact on the value of theinvestments and recoverability of loans and advances given. Due to the on-going size ofoperations and cost-benefit trend both AAT and SDHCIL have been incurring losses andtheir net worth are fully eroded. Accordingly the Company's investments in equity sharesof AAT amounting to Rs.52.45 crores has been fully impaired and loans and advances givento AAT amounting to Rs.75.54 crores have been fully provided for as at 31 March 2020.However the details of Loans investments made or guarantee given and subsisting as onthe close of the financial year 2019-20 are provided in the notes to the financialstatements.

18. EXTRACTS OF THE ANNUAL RETURN

The extract of Annual Return for the financial year ended on 31 March 2020 as requiredpursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 in Form No. MGT-9 isannexed herewith and marked as Annexure III and may be accessed on theCompany's website at the link: https://www. himadri.com/

19. PARTICULARS OF REMUNERATION OF MANAGERIAL Personnel AND employees AND RELATEDDISCLOSURE

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules 5(1) 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and a statement showingthe names and other particulars of the employees drawing remuneration in excess of thelimits set out in the said rules are annexed herewith and marked as Annexure IV andAnnexure V respectively forming part of this Report.

20. RISK Management (RISK ASSESSMENT AND MINIMIZATION PROCEDURE)

The Company has a Policy on Risk Management (Risk Assessment and MinimizationProcedure) to identify various kinds of risk in the business of the Company. The Board andthe Senior Management review the policy from time to time and take adequate steps tominimize the risk in business. There are no such risks which in the opinion of theBoard threaten the existence of your Company. However some of the risks which areinherent in business and type of industry in which it operates are elaborately describedin the Management Discussion and Analysis forming part of this Report.

During the year the Company has constituted Commodity Committee to establish thebusiness strategy and objectives for risk management activities acceptable risk appetiteapprove policy and procedures and monitor and enforce compliance with the policy andprocedures.

21. INTERNAL FINANcIAL CONTROLS

The Internal Financial Controls adopted and followed by your Company are adequate andare operating effectively which the Audit Committee and Board reviewed from time to time.The Board observed that during the financial year 2019-20 no material observations havebeen received from the Internal Auditors of your Company regarding inefficiency orinadequacy of such controls. The Company has tested its controls and the same areeffectively working.

22. EMPLOYEE STOcK OPTION PLAN (ESOP)

Your Company has adopted the Himadri Employee Stock Option Plan ("ESOP 2016")for granting of options to eligible employees of your Company as approved by the Membersof your Company at the 28th Annual General Meeting held on 24 September 2016.The applicable disclosures as required under the SEBI Guidelines as amended and thedetails of stock options as at 31 March 2020 under the ESOP 2016 are set out in theattached Annexure VI and the same forms part of the report.

23. AUDITORS AND AUDITORS' REPORT

• Statutory Auditors

M/s B S R & Co. LLP Chartered Accountants (Firm Registration No.101248W/W-100022) the Statutory Auditors of the Company were re-appointed at the AnnualGeneral Meeting held on 22 September 2017 for second term of five years commencing fromthe conclusion of the 29th Annual General Meeting till the conclusion of the 34thAnnual General Meeting to be held for the financial year 2021-22 subject toratification of the appointment at every Annual General Meeting.

In accordance with the Companies (Amendment) Act 2017 with effect from 7 May 2018 theratification of appointment of Statutory Auditors at every Annual General Meeting has beendone away with therefore the necessary resolution seeking consent of the Members forratification of appointment of statutory auditors will not be placed at the ensuing AnnualGeneral Meeting of the Company.

The reports given by the Auditors M/s B S R & Co. LLP. Chartered Accountants onthe standalone and consolidated financial statements of the Company for the year ended 31March 2020 form part of this Annual Report and there is no qualification reservationadverse remark or disclaimer given by the Auditors in their Reports. The Auditors of theCompany have not reported any fraud in terms of the second proviso to Section 143(12) ofthe Companies Act 2013.

• Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardappointed M/s MKB & Associates Practising Company Secretaries (P2010WB042700) toconduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Reportpursuant to Section 204(1) of the Companies Act 2013 for the financial year ended 31March 2020 is given in Annexure VII attached hereto and forms part of thisReport.

The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

• Cost Auditor

Pursuant to Section 148 of the Companies Act 2013 (the Act) read with the Companies(Cost Records and Audit) Rules 2014 as amended the Board of Directors at its meetingheld on 21 July 2020 and upon recommendation of the Audit Committee appointed Mr. SambhuBanerjee Cost Accountant as Cost Auditor of the Company to conduct the audit of the costrecords of the Company for the financial year 202021. The Company has received necessaryconsent from Mr Sambhu Banerjee Cost Accountant to act as the Cost Auditor of theCompany for the financial year 202021 along with the certificate confirming that hisappointment would be within limit as applicable.

As required under the Act the remuneration payable to Cost Auditor is required to beratified by the Members of the Company at the ensuing Annual General Meeting. Accordinglya resolution seeking approval of Members for ratification of payment of remuneration isincluded in the Notice convening the Annual General Meeting of the Company.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs withinthe stipulated time period.

24. MAINTENANCE OF COST RECORDS

The Company is maintaining cost records as specified by the Central Government underSection 148 (1) of the Companies Act 2013.

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism/Whistle Blower Policy in terms of Section177 of the Companies Act 2013 and as per Regulation 22 of the SEBI Listing Regulationsfor the employees to report their grievances/concerns about instances of unethicalbehavior actual or suspected fraud or violation of Company's Code of Conduct by means ofProtected Disclosure to the Vigilance Officer or the Chairman of the Audit Committee. Thevigil mechanism/whistle blower policy may be accessed on the Company's website at thelink. https://www.himadri.com/ pdf/corporate_governance/vigil_mechanism_himadri_amended_wef18-03-2020.pdf

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information on conservation of energy technology absorption foreign exchange earningsand outgo for the financial year 31 March 2020 as required to be given pursuant toSection 134 (3) (m) of the Companies Act 2013 read with the Rule 8 (3) of the Companies(Accounts) Rules 2014 is annexed herewith and marked as Annexure Viii formingpart of this Report.

27. RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Materiality of and Dealing with Related PartyTransactions in terms of Regulation 23 of the SEBI Listing Regulations and the said Policyis posted on the website of the Company The disclosure of material related partytransactions entered in ordinary course of business during the financial year 2019-20 asrequired to be made under Section 134(3)(h) read with Section 188 (2) of the CompaniesAct 2013 in form AOC-2 is given in Annexure iX forming part of this report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board in compliance with the provisions of Section 135(1) of the Companies Act2013 and rules made thereunder has a Committee to be known as CSR Committee constituted byMr. Santimoy Dey Independent Non-executive Director Mr Sakti Kumar Banerjee IndependentNon-executive Director and Mr. Shyam Sundar Choudhary Executive Director of the Companyas its members. The CSR policy has been placed on the website of the Company and can beaccessed through the link: https://www.himadri.com/pdf/corporate_governance/policy_on_corporate_social_responsibility.pdf During the financial year 2019-20 the Company wasrequired to expend a sum of Rs.839.39 lakhs towards CSR expenditure pursuant to Company'sCSR Policy however the Company could expend a sum of Rs.113.68 lakhs and there was ashortfall of Rs.725.71 lakhs.

The Company's key objective is to make a difference to the lives of the underprivilegedand help them to bring a self-sustaining level. There is a deep commitment to CSRengagement.

The Company has chosen couple of CSR projects on rural development such as constructingpukka houses in place of kuccha houses for Economically Weaker Sections (EWS) of thesociety in village area surrounding or adjoining to Company's plant at Mahistikry as wellas surrounding villages setting up of rural electrification facility setting up ofdrainage system setting up of water supply tanks including pipeline connectivity to thevillages involving a large amount of outlay and the same are under process.

For this reason during the year the Company's spend on the CSR activities has beenless than the limits prescribed under the Companies Act 2013.

The Company through its CSR activities has always focused on efforts that cansubstantially impact the well-being of the disadvantaged segments of the population. Theendeavor is to have a comprehensive approach that is meaningful and with a long-term focusto ensure scalability. The CSR Committee has been continuously focused on providing socialbenefits to the society in its true sense and the shortfall will be added to the CSRexpenditure for the current financial year.

The Annual Report on CSR activities in terms of Rule 8 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith and marked as Annexure X formingpart of this report.

29. ANNUAL EVALUATION OF THE MEMBERS OF THE BOARD

The Board upon recommendation of the Nomination and Remuneration Committee and as perthe criteria and manner provided for the annual evaluation of each member of the Board andits Committees has evaluated the performance of the entire Board its Committees andindividual directors. All the members of the Board and its Committees met the criteria ofperformance evaluation as set out by the Nomination and Remuneration Committee.

30. PUBLIC DEPOSIT

During the financial year 2019-20 the Company has not accepted any deposits frompublic within the meaning of Section 73 and Section 74 of the Companies Act 2013therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts)Rules 2014 is not applicable to the Company.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There were no significant and material orders passed by any Regulatory authority orCourts or Tribunals impacting the going concern status and Company's operation in futuretherefore the disclosure under Rule 8 (5)(vii) of Companies (Accounts) Rules 2014 is notapplicable to the Company.

32. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

During the financial year 2019-20 the Company pursuant to provision of Section 124 ofthe Companies Act 2013 has transferred a sum of Rs.499072 to the Investor Education& Protection Fund the amount of dividend which was unclaimed/unpaid for a period ofseven years for the financial year 2011-12. The Company sends reminder letters to theShareholders from time to time for claiming their unpaid dividend.

33. TRANSFER OF UNCLAIMED SHARES TO IEPF

During the financial year 2019-20 the Company pursuant to the provisions of Section124(6) of the Companies Act 2013 has transferred 199319 unclaimed shares of 170shareholders in respect of which dividend has not been paid or claimed for sevenconsecutive years or more to the credit of IEPF Authority as prescribed in Section 125 ofthe Companies Act 2013 in DEMAT Account No: IN300708/ CL-ID: 10656671 through NationalSecurities Depository Limited (NSDL).

34. CORPORATE GOVERNANCE

In terms of the provisions of Regulation 34(3) of the SEBI Listing Regulations theCorporate Governance Report together with a certificate from a Practising CompanySecretary confirming compliance is annexed herewith and marked as Annexure XI formingpart of this report.

35. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under Schedule V of the SEBI ListingRegulations forms an integral part of the Annual Report.

36. BUSINESS RESPONSIBILITY REPORT (BRR)

The Business Responsibility Report (BRR) of the Company as required pursuant to theRegulation 34 (f) of the SEBI Listing Regulations is annexed herewith and marked as AnnexureXII forming part of this report and the same is also available at Company'swebsite at www.himadri.com

37. LISTING ON STOCK EXCHANGES

The Company's 418807782 equity shares of Rs.1/- each are listed on the BSE Limited(BSE) and the National Stock Exchange of India Limited (NSE). The Company has remitted thelisting fee to these stock exchanges up to date.

The Non-Convertible Debentures (NCD) issued by the Company on private placement basisaggregating Rs.15000 lakhs are listed at BSE and the Company has been regular in theremittance of the listing fee to the concerned exchange for such debentures. TheNon-Convertible Debentures (NCD) are due for redemption during the financial year 2020-21.

The Commercial paper issued on private placement during the year was listed at BSE andhas been redeemed on due date.

38. DEMATERIALISATION OF SHARES

There were 415216940 equity shares of the Company held by the shareholders indematerialised form as on 31 March 2020 representing 99.14% of the total paid-up sharecapital of the Company consisting of 418807782 equity shares of Rs.1/- each.

The Company's equity shares are compulsorily required to be traded in dematerialisedform; therefore Members are advised to speed up converting the physical shareholding intodematerialised form through their DP(s).

39. E-VOTING FACILITY AT AGM

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with theprovisions of Section 108 of the Companies Act 2013 (the Act) read with Rule 20 and 21(1)(a) to (h) of the Companies (Management and Administration) Rules 2014 (as amended) theitems of business specified in the Notice convening the 32nd Annual GeneralMeeting of the Company may be transacted through electronic voting system and for thispurpose the Company is providing e-voting facility to its' Members whose names will appearin the register of members as on the cut-off date (fixed for the purpose) for exercisingtheir right to vote by electronic means through the e-voting platform to be provided byNSDL. The detailed process and guidelines for e-voting has been provided in the noticeconvening the meeting.

40. INTERNAL COMPLAINT COMMITTEE

The Company has an Internal Complaint Committee as required to be formed under Section4 of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and Rules made thereunder which were notified on 9 December 2013.

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.

During the financial year 2019-20 the Committee submitted its Annual Report asprescribed in the said Act and there was no complaint as regards sexual harassmentreceived by the Committee during the year.

41. DEBT SECURITIES

The details of listing of Non-Convertible Debentures issued by the Company are givenhere below:

Name Privately placed 2500000 Secured 10.00% p.a. Redeemable Non-Convertible Debentures of face value of Rs.400/- each aggregating to Rs.100 Crores Privately placed 500 Secured 12.50% p.a. Redeemable Non-Convertible Debentures of face value of Rs.1000000/- each aggregating to Rs.50 Crores.
Scrip code 946887 949610
Issuer Name HSCL-10%-24-8-20-PVT HSCL-12.5%-28-10-20-PVT
isin INE019C07023 INE019C07031
Listed Listed on Debt Market Segment of BSE Listed on Debt Market Segment of BSE

The Contact details of the Debenture Trustee is:

Axis Trustee Services limited

The Ruby 2nd Floor SW

29 Senapati Bapat Marg Dadar (West)

Mumbai - 400028

Tel: +91-22-62300451;

Fax: +91-22-62300700.

Email: debenturetrustee@axistrustee.com;complaints@axistrustee.com ;

The details of Commercial Paper issued during the financial year 2019-20 are given herebelow:

Sl. No. Details of cP Stock Exchange Listing code ISIN Number Issue date Redemption Date
1 1200 units of commercial paper of Rs.500000/- each aggregating to Rs.60 Crores at a discount rate of 6.75% p.a BSE Limited 717783 INE019C14508 26-12-2019 24-03-2020
2 1000 units of commercial paper of Rs.500000/- each aggregating to Rs.50 Crores at a discount rate of 6.00% p.a BSE Limited 718646 INE019C14516 27-03-2020 25-06-2020

42. AWARDS & RECOGNiTiONS

The Company has been recognised for Awards &

Achievements as follows:

• Recognized as the Fastest Growing Company in ET Bengal Corporate Awards 2020;

• Identified as Growth Champions (Ranked #76) in Economic times-Statista inauguraledition of India's Growth Champions 2020 by Economic Times (2020);

• Gold Award for the Year in Safety Practices by Greentech Foundation;

• Gold Award & Top 100 in International Annual Report Competition 2019 byLeague of American Communications Professionals LLC (LACP);

• Ranked #1 by Fortune India in their fifth edition of midsize marvels-The Next500;

• 19th Annual Greentech Environment Award 2019 by Greentech Foundation.

43. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

44. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations the Corporate Governance Report along with Certificateon Corporate Governance and the integrated Management Discussion and Analysis includingthe Business Responsibility Report are attached herewith and the same forms part of thisreport. The Company has devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia and that such systems are adequate and operating effectively.

45. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continuedsupport and cooperation extended to the Company by its bankers customers vendorssuppliers dealers investors business associates all the stakeholders shareholdersdebenture holders and various departments of the State and the Central Government.

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

Your directors appreciate and value the contribution made by every member of Himadrifamily.

For and on behalf of the Board

Sd/- Sd/-
Anurag Choudhary Shyam Sundar Choudhary
Place: Kolkata Managing Director & Chief Executive Officer Executive Director
Date: 21 July 2020 (DIN: 00173934) (DIN: 00173732)

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