Your Directors are pleased to present the 29th Annual Report together withthe Audited Financial Statements and the Auditors' Report thereon for the financial yearended 31 March 2017.
1. Financial Results
The financial results of the Company for the financial year ended 31 March 2017 issummarized below:
| || || || ||Amount in ' Lakhs |
|Sl. No. Particulars || |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|I. Revenue from operations ||147125.42 ||129078.10 ||149008.82 ||132237.61 |
|II. Other income ||789.87 ||1095.01 ||583.70 ||888.68 |
|III. Total income (I + II) ||147915.29 ||130173.11 ||149592.52 ||133126.29 |
|IV. Expenses || || || || |
|Cost of materials consumed ||88052.80 ||77764.73 ||87458.98 ||78948.43 |
|Changes in inventories of finished goods and work-in-progress ||645.87 ||5333.78 ||703.09 ||5552.88 |
|Excise duty ||14708.21 ||13894.24 ||14708.21 ||13894.24 |
|Employee benefits expense ||3585.39 ||2961.45 ||3730.54 ||3196.45 |
|Finance costs ||8047.45 ||10998.76 ||8157.74 ||11110.98 |
|Depreciation and amortisation expense ||3097.36 ||6371.56 ||3278.14 ||6704.74 |
|Foreign exchange fluctuation ||2002.89 ||1109.65 ||2812.33 ||1244.25 |
|Other expenses ||15435.19 ||13827.16 ||16276.91 ||14821.81 |
|Total expenses (IV) ||135575.16 ||132261.33 ||137125.94 ||135473.78 |
|V. Profit/ (loss) before tax (III-IV) ||12340.13 ||(2088.22) ||12466.58 ||(2347.49) |
|VI. Tax expenses || || || || |
|Current tax ||- ||(5.31) ||- ||(5.31) |
|Deferred tax ||4222.76 ||(446.51) ||4222.76 ||(446.51) |
|VII. Profit / (loss) for the year (V-VI) ||8117.37 ||(1636.40) ||8243.82 ||(1895.67) |
2. Indian Accounting Standards
The Ministry of Corporate Affairs (MCA) Vide its notification in the Official Gazettedated 16 February 2015 notified the Indian Accounting Standards ("Ind AS)applicable to certain classes of Companies which has replaced the existing Indian GAAPprescribed under Section 133 of the Companies Act
2013 read with Rule 7 of the Companies Accounts Rules
2014. Accordingly the Company has adopted Ind AS with effect from 1 April 2016 with atransition date of 1 April 2015 and IGAAP as the previous GAAP. The financial statementsfor the year ended 31 March 2017 has been prepared in accordance with Ind AS.
The MCA notification also mandates that Ind AS shall be applicable to subsidiaryCompanies Joint venture or associates of the Company. Hence the Company and Himadri grouphas prepared and reported financial statements under Ind AS w.e.f. 1 April 2016 includingrestatement of the opening balance sheet as at 1 April 2015.
3. Performance Highlights
i) Financial Performance - Standalone
Total Revenue from operations of the Company was ' 147125.42 lakhs for the year ended31 March 2017 as against ' 129078.10 lakhs for the year
ended 31 March 2016 represented an increase of 13.98% primarily on account of increasein volume and better realization of prices. EBITDA for the year excluding the effect offoreign exchange fluctuation loss/gain and other income was ' 24697.96 lakhs as comparedto ' 15296.74 lakhs for the previous year. EBITDA for the year is increased by 61.46% dueto increase in volume as well as EBITDA per ton. During the financial year 2016-17 theCompany earned a profit after tax of ' 811737 lakhs as compared to loss after tax of ('1636.40) lakhs in previous year.
ii) Financial Performance - Consolidated
On consolidated basis the total revenue from operations in the financial year 2016-17increased by 12.68% to ' 149008.82 lakhs from ' 132237.61 lakhs in the previous year.EBITDA for the year excluding the effect of foreign exchange fluctuation loss/gain andother income was ' 26131.09 lakhs as compared to ' 15823.80 lakhs for the previousyear. EBITDA for the year is increased by 65.14% due to increase in volume as well asEBITDA per ton. During the financial year 2016-17 the Company earned a profit after taxof ' 8243.82 lakhs as compared to a loss after tax of (' 1895.67) lakhs in the previousyear.
4. Debenture Redemption Reserve (DRR)
In terms of Section 71(4) of the Companies Act 2013 the Company has transferred a sumof ' 678.56 lakhs (previous year: ' 678.57 lakhs) to the credit of Debenture RedemptionReserve out of its current profits for the purpose of redemption of Non-ConvertibleDebentures issued by the Company.
The Board is pleased to recommend a Dividend of 10% (Re 0.10 per share) on 418407867equity shares of Re 1/- each for the financial year 2016-17 out of its' current profitssubject to the approval of Members at the ensuing Annual General Meeting of your Company.The Dividend payout (including corporate dividend tax) will be ' 503.59 lakhs (previousyear: ' 251.79 lakhs).
The Company has an unlisted non-material wholly owned Indian subsidiary Company EqualCommodeal Private Limited ('ECPL'). The Company also has two step down subsidiariesCompanies 1) AAT Global Limited in Hong Kong in which the Company holds 100% equitythrough its wholly owned Indian Subsidiary 2) Shandong Dawn Himadri Chemical IndustryLimited ("SDHCIL) in China in which the Company holds 94% equity through itswholly owned 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 the Companies Act 2013read with rule 5 of Companies (Accounts) Rules 2014 in Form AOC-1 is annexed to theAnnual Report and hence not repeated here for the sake of brevity.
During the financial year 2016-17 no Company has become or ceased to be subsidiaryjoint venture or associate of the Company.
7. Consolidated Financial Statements
In accordance with Indian Accounting Standard (IND AS) 110 - "ConsolidatedFinancial Statements as notified by Ministry of Corporate affairs and as per Generalinstruction for preparation of consolidated financial statements given in Schedule III ofthe Companies Act 2013 and in compliance with the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as 'SEBI Listing Regulations') the Company has prepared Consolidated financialstatements. The Audited Consolidated Financial Statements along with the Auditors' Reportthereon forms part of the Annual Report.
8. Melting Plant at Sambalpur Odisha
The Company's Melting Plant (Coal tar Pitch) at Sambalpur in the state of Odisha hasbecome operational since August 2016.
During the financial year 2016-17 the performance of the windmills at Dhule inMaharashtra remained satisfactory and it generated 3646615 kwh units of wind energy ascompared to 2840726 kwh units in the previous year. The revenue generated by thewindmills for the year remained at ' 180.74 lakhs as compared to ' 136.76 lakhs inprevious year.
10. Working Capital
The Company continued to enjoy working capital facilities under multiple bankingarrangements including State Bank of India Central Bank of India ICICI Bank Citi BankAxis Bank Yes Bank Indusind Bank Union Bank of India and IDBI Bank Ltd. The Company hasbeen regular in servicing these debts.
11. Revision of Credit Rating
The Credit Analysis & Research Ltd (CARE) has revised the rating assigned to theCompany's various credit facilities and debt instruments during the financial year 2016-17and those are as follows:
|Facilities ||Rating |
|Long-term Bank Facilities ||CARE A; Stable (Single A; Outlook Stable) |
|Short-term Bank Facilities ||CARE A1 (A One) |
|Non-Convertible Debentures ||CARE A; Stable (Single A; Outlook Stable) |
12. Capital Expenditure
During the financial year 2016-17 Cash outflow on account of addition to fixed assetswas aggregating to ' 1153.49 lakhs (including Capital work in-progress and capitaladvances).
13. Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act 2013 Mr. Bankey Lal Choudhary(DIN: 00173792) the Managing Director of the Company will retire from the office byrotation and being eligible offer himself for reappointment.
During the year Mr. Krishnava Satyaki Dutt (DIN: 02792753) an Independent Director ofthe Company and Mr. Pavninder Singh (DIN: 03048302) Nominee Director of BC IndiaInvestments has resigned from the Board. The Board has placed on record its warmappreciation for the valuable contributions made by these directors during their tenure.The Company was required to fill-up the vacancy in the office of Independent Directorsand accordingly the Board at its meeting held on 14 November 2016 has approved theappointment of Mr. Santosh Kumar Agrawala (DIN: 00364962) as an additional director toact as an Independent Director of your Company subject to the approval of the Shareholdersby means of passing a Special resolution at the ensuing Annual General Meeting of theCompany.
The Board met 4 (Four) times during the financial year 2016-17 with a maximum time gapnot 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 be appointed /re-appointed as stipulated under Regulation 36(3) of the SEBI Listing Regulations areprovided in the Notice of Annual General Meeting forming part of the Annual Report.
The number and dates of meetings held by the Board and its Committees attendance ofDirectors and remuneration paid to them is given separately in the attached CorporateGovernance Report in terms of Section 134(3)(b) of the Companies Act 2013.
During the financial year 2016-17 there was no change in the Key Managerial Personnelof your Company.
14. 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.
15. Material Changes and commitments affecting the financial position of the Company
There were no material changes and commitments occurred after the close of the yeartill the date of this Report which affect the financial position of the Company.
16. 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 2017 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 provisionsof all applicable laws and that such systems are adequate and operating effectively;
17. Nomination & Remuneration Policy
The Company pursuant to the provisions of Section 178 of the Companies Act 2013 and interms of Regulation 19(4) of the SEBI Listing Regulations has formulated a policy onNomination and Remuneration for its Directors Key Managerial Personnel and seniormanagement which inter-alia provides the diversity of the Board and provides the mechanismfor performance evolution of the Directors and the said policy is annexed herewith andmarked as Annexure I forming part of this report.
18. Loans Guarantees or Investments u/s 186 of the Companies Act 2013
The Company has provided a loan of ' 154.45 lakhs to Equal Commodeal Private Limited awholly owned subsidiary of the Company during the financial year 2016-17 for businesspurpose. Further the Company has not made any investments or provided any guaranteesduring the year under review. However the details of Loans investments made or guaranteegiven and subsists as on the close of the financial year 201617 are provided in the notesto the financial statements.
19. Extracts of the Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 an Extract of AnnualReturn as on the financial year ended on 31 March 2017 in Form No. MGT-9 is annexedherewith and marked as Annexure II forming part of this report.
20. Particulars of Remuneration of Managerial Personnel and Employees and relateddisclosure
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith and marked as Annexure IIIforming part of this Report.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are annexed herewith and marked as AnnexureIV forming part of this Report.
21. Risk Management (Risk Assessment and Minimization Procedure)
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans. TheCompany has formulated a Policy on Risk Management (Risk Assessment and MinimizationProcedure) in consultation with Senior Management to identify various kinds of risk inbusiness of the Company and take adequate steps to minimize the same. There are no riskswhich in the opinion of the Board threaten the existence of your Company. However some ofthe risks which are inherent in business and type of industry in which it operates areelaborately described in the Management Discussion and Analysis forming part of thisReport.
22. Internal Financial Controls
The Internal Financial Controls adopted and followed by your Company are adequate andare operating effectively which were reviewed by the Board and Audit Committee from timeto time. The Board observed that during the financial year 2016-17 no material or seriousobservations have been received from the Internal Auditors of your Company regardinginefficiency or inadequacy of such controls.
23. Employee Stock Option Plan (ESOP)
Your Company has adopted Himadri Employee Stock Option Plan (ESOP 2016) forgranting of options to eligible employees of your Company as approved by the Members ofYour Company at the 28th Annual General Meeting held on 24 September 2016. Theapplicable disclosures as required under the SEBI Guidelines as amended and the detailsof stock options as at 31 March 2017 under the ESOP 2016 are set out in the attached AnnexureV and forms part of the report
24. Auditors and Auditor's Report
The Statutory auditors M/s B.S.R. & Co. LLP Chartered Accountants initiallyappointed as Joint Statutory Auditors at the Annual General Meeting (AGM) held on 29September 2012 and would be completing their first
term of five years at the ensuing AGM and are eligible for re-appointment for a furtherperiod of five years. The Company has received necessary written consent and certificatesunder Section 139 of the Companies Act 2013 from them to the effect that theirappointment if made shall be in accordance with the conditions specified therein andthey satisfies the Criteria as prescribed in Section 141 of the Companies Act 2013 readwith Companies (Audit and Auditors) Rules 2014. The Auditors' Report and notes to thefinancial statements are self-explanatory and therefore do not call for any furtherexplanation.
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedM/s MKB & Associates Practising Company Secretaries to conduct Secretarial Audit forthe financial year 2016-17. The Secretarial Audit Report pursuant to Section 204(1) ofthe Companies Act 2013 for the financial year ended 31 March 2017 is given in AnnexureVI attached hereto and forms part of this Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended Board of Directors at its meeting held on 10thMay 2017 and upon recommendation of Audit Committee appointed Mr. Sambhu Banerjee CostAccountant as Cost Auditor of the Company to conduct the audit of the cost records of theCompany for the Financial Year 2017-18. Your Company has received necessary consent fromMr. Sambhu Banerjee Cost Accountant to act as the Cost Auditor of the Company for thefinancial year 2017-18 along with the certificate confirming their his appointment wouldbe 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.
25. Vigil Mechanism / Whistle Blower Policy
The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms ofSection 177 of the Companies Act 2013 and as per Regulation 22 of the SEBI ListingRegulations for the employees to report their grievances / concerns about instances ofunethical behaviour actual or suspected fraud or violation of Company's Code of Conductby means of Protected Disclosure to the Vigilance Officer or the Chairman of the AuditCommittee.
The vigil mechanism / whistle blower policy may be accessed on the Company's website atthe link: http://himadri.codez.co.in/pdf/corporate-governance/Code-Policies/Policy_on_Vigil_Mechanism.pdf
26. Conservation of energy technology absorption and foreign exchange earnings andoutgo
Information on conservation of energy technology absorption foreign exchange earningsand outgo as required to be
given pursuant to Section 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 AnnexureVII forming part of this Report.
27. Related Party Transactions
The Company has formulated a Policy on Materiality of and Dealing with Relating PartyTransaction in terms of Regulation 23 of the SEBI Listing Regulations and the said Policyis posted on the Website of the Company and during the financial year 2016-17 there wereno transactions with related parties which qualify as material transactions under the SEBIListing Regulations except those entered with its' Wholly Owned Subsidiaries.
All the Related Party Transactions entered into by the Company during the financialyear were in ordinary course of business and on arm's length basis. There have been nomaterially significant related party transactions between the Company and its' relatedparties except those entered with its Wholly Owned Subsidiaries. The details of therelated party transactions are disclosed as per Indian Accounting Standard (IND AS) - 24and set out in note 39 to the Standalone financial statements forming part of this annualreport.
The disclosure of material related party transactions entered in ordinary course ofbusiness during the financial year 201617 with its Wholly Owned Subsidiary company 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 VIII forming the 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 with Mr.Santimoy Dey Independent Non-executive Director Mr. Sakti Kumar Banerjee IndependentNon-executive Director and Mr. Shyam Sundar Choudhary Whole Time Director of the Companyas its members. The CSR policy has been placed on the Website of the Company and can beaccessed through the link: http://himadri.codez.co.in/pdf/corporate-governance/Code-Policies/Policy_on_Corporate_Social_Responsibility.pdf
The Company was not required to undertake any CSR activities during the financial year2016-17 as per the provisions of Section 135 of the Companies Act 2013; however it hasvoluntarily expended a sum of ' 14.70 lakhs on CSR activities covered within the scope ofthe CSR Policy of the Company. The Annual Report on CSR activities in terms of Rule 8 ofCompanies (Corporate Social Responsibility Policy) Rules 2014 is annexed herewith andmarked as Annexure IX forming part 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 Committee met the criteria ofperformance evaluation as set out by Nomination and Remuneration Committee.
30. Public Deposit
During the financial year 2016-17 the Company has not accepted any deposits frompublic within the meaning of Section 73 and Section 74 of the Companies Act 2013
therefore the disclosure under rule 8 (5)(v) & (vi) of Companies (Accounts) Rules2014 are 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 to Investor Education & Protection Fund
The Company sends intimations to all shareholders whose dividends are unclaimed so asto ensure that they receive their rightful dues. Efforts are also made to co-ordinate withthe Registrar to locate the shareholders who have not claimed their dues.
During the financial year 2016-17 the Company has transferred a sum of ' 538410 toInvestor Education & Protection Fund the amount which was due and payable andremained unclaimed and unpaid for a period of seven years. Despite the reminder letterssent to each shareholder this amount remained unclaimed and the same was transferred.
33. 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 Practicing CompanySecretary confirming compliance is annexed herewith and marked as Annexure Xforming part of this report.
34. Management Discussion and Analysis
The Management Discussion and Analysis as required under Schedule V of the SEBI ListingRegulations forms an integral part of this report.
35. Listing on Stock Exchanges
The equity shares of the Company continue to be listed on the BSE Ltd. (BSE) and theNational Stock Exchange of India Limited (NSE). The Company has remitted the listing feeto these stock exchanges up to date.
The Non-Convertible Debentures (NCD) issued by the Company aggregating ' 25000 lakhscontinue to be listed at BSE and the Company has been regular in the remittance of thelisting fee to the exchange for such debentures.
36. Dematerialisation of Shares
There were 410412612 equity shares of the Company held by the shareholders in dematerialised form as on 31 March 2017 representing 98.09% of the total paid-up sharecapital of the Company consisting of 418407867 equity shares of Re 1/- each.
The Company's equity shares are compulsorily required to be traded in de materialisedform; therefore members are advised to expedite the process of converting the physicalshareholding into de materialised form through their D/P(s).
37. 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 29th 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 this purpose) for exercisingtheir right to vote by electronic means through the e-Voting platform to be provided byNational Securities Depository Limited (NSDL). The detailed process and guidelines fore-voting has been provided in the notice convening the meeting.
38. Disclosure as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has an Internal Compliant 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 thereunder.
During the financial year 2016-17 the committee submitted it's Annual Report asprescribed in the said Act and there was no complaint as regards of sexual harassmentreceived by the Committee during the year.
Your Directors express their sincere appreciation for contribution and cooperationreceived from it's bankers customers vendors suppliers dealers investors businessassociates and all the stakeholders including Government of India the State Governmentswhere the Company operates and other governmental agencies.
Your directors also express their thanks to all the employees and officers of theCompany for their dedication and hard working and for achieving excellent growth of theCompany
For and on behalf of the Board
| ||Sd/- ||Sd/- |
| ||Bankey Lal Choudhary ||Shyam Sundar Choudhary |
|Place: Kolkata || |
|Date: 10 May 2017 ||(DIN: 00173792) ||(DIN: 00173732) |