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Himadri Speciality Chemical Ltd.

BSE: 500184 Sector: Industrials
NSE: HSCL ISIN Code: INE019C01026
BSE 00:00 | 24 Jan 69.70 0.50
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69.45

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70.75

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NSE 00:00 | 24 Jan 69.75 0.60
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70.80

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OPEN 69.45
PREVIOUS CLOSE 69.20
VOLUME 88760
52-Week high 132.10
52-Week low 54.10
P/E 10.33
Mkt Cap.(Rs cr) 2,918
Buy Price 69.70
Buy Qty 905.00
Sell Price 69.70
Sell Qty 95.00
OPEN 69.45
CLOSE 69.20
VOLUME 88760
52-Week high 132.10
52-Week low 54.10
P/E 10.33
Mkt Cap.(Rs cr) 2,918
Buy Price 69.70
Buy Qty 905.00
Sell Price 69.70
Sell Qty 95.00

Himadri Speciality Chemical Ltd. (HSCL) - Director Report

Company director report

Dear shareholders

Your directors have the pleasure of presenting their report as a partof the 31st annual report of your company ("the company" or"hscl") together with the audited financial statements and the auditors'report thereon for the financial year ended 31 march 2019.

1. Financial results

The financial results of the company for the financial year ended 31march 2019 are summarized below:

amount in lakhs

Sl. Standalone Consolidated
No. Particulars

2018-19

2017-18

2018-19

2017-18
I . Revenue from operations 237661.90 202152.30 242238.66 207184.68
Ii. Other income 1069.44 776.73 776.52 1225.95
Iii. Total income (i + ii) 238731.34 202929.03 243015.18 208410.63
I v. Expenses
Cost of materials consumed 160371.13 133249.40 161758.90 137370.32
Changes in inventories of finished (1590.28) (771.63) (1718.27) (845.30)
Goods and work-in-progress
Excise duty - 5034.56 - 5034.56
Employee benefits expense 5812.42 4663.10 5956.17 4839.16
Finance costs 7056.94 7042.98 7105.25 7044.87
Depreciation and amortisation 3253.26 3141.42 3443.44 3323.24
Expense
Other expenses 19325.59 14976.70 20255.92 15546.86
Total expenses (iv) 194229.06 167336.53 196801.41 172313.71
V. Profit before tax (iii-iv) 44502.28 35592.50 46213.77 36096.92
Vi. Tax expenses
Current tax 9587.01 7609.88 9683.00 7612.00
Deferred tax 4185.44 3725.16 4107.22 3725.16
Vii. Profit for the year (v-vi) 30729.83 24257.46 32423.55 24759.76

2. Performance highlights

I) financial performance - standalone

The company achieved total revenue from operations of र 237661.90lakhs for the year ended 31 march 2019 as against र 202152.30 lakhs for the yearended 31 march 2018 represented an increase of 17.57% on account of increased volumeimproved product mix and better realizations. Ebitda for the year excluding the effect offoreign exchange fluctuation loss/ (gain) and other income was र 53833.24 lakhs ascompared to र 45000.17 lakhs for the previous year. Ebitda for the year is increased by19.63% due to increased contribution higher utilization of capacities and operationalefficiencies. During the financial year 2018-

19 the company earned a profit after tax of र 30729.83 lakhs ascompared to र 24257.46 lakhs in the previous year.

Ii) financial performance – consolidated

On consolidated basis the total revenue from operations in thefinancial year 2018-19 increased by 16.92% to र 242238.66 lakhs from र 207184.68 lakhsin the previous year. Ebitda for the year excluding the effect of foreign exchangefluctuation loss/

(gain) and other income was र 56254.49 lakhs as compared to र45239.08 lakhs for the previous year. Ebitda for the year is increased by 24.35% due toincreased contribution higher utilization of capacities and operational efficiencies.During the financial year 2018-19 the company earned a profit after tax र 32423.55oflakhs as compared to र 24759.76 lakhs in the previous year.

3. Debenture redemption reserve (drr)

In terms of section 71(4) of the companies act 2013 the company hastransferred a sum of र 428.56 lakhs (previous year: र 428.56 lakhs) to the creditof debenture redemption reserve out of its current profits for the purpose of redemptionof non-convertible debentures issued by the company.

4. Dividend

In terms of dividend distribution policy of the company the board ofdirectors of the company (‘the board') has recommended a dividend of र 0.15 pershare on 418609806 equity shares of face value र 1/- each for the year ended 31 march2019 (dividend for financial year 2017-18 @ र 0.10/- per equity share on 418407867equity shares of र 1/- each) out of its' current profits subject to the approval ofmembers at the ensuing annual general meeting (hereinafter referred as ‘agm') ofthe company. The dividend payout (including corporate dividend tax) for the year was र504.41 lakhs (previous year: र 503.59 lakhs). The said policy has been annexed to thisreport as annexure i and also available on the website of the company atwww.himadri.com.

The register of members and share transfer books of the company willremain close for the purpose of payment of dividend for the financial year ended 31 march2019 and the agm. Book closure date has been indicated in the notice convening agm whichforms part of the annual report.

5. Subsidiaries

The company has an unlisted non-material wholly owned indian subsidiarycompany equal commodeal private limited (‘ecpl'). The company also has two stepdown subsidiary companies 1) aat global limited in hong kong in which the company holds100% equity through its wholly owned indian subsidiary 2) shandong dawn himadri chemicalindustry limited ("sdhcil") in china in which the company holds 94% equitythrough its wholly owned subsidiary company aat global limited.

A report on the performance and financial position of each of theaforementioned subsidiaries as per provisions of sub section (3) of section 129 of thecompanies act 2013 read with rule 5 of companies (accounts) rules 2014 in form aoc-1 isannexed to the annual report and hence not repeated here for the sake of brevity.

Names of companies which become or ceased to be its subsidiaries joint

Ventures or associates

During the financial year 2018-19 no company has become or ceased tobe a subsidiary or joint venture of the company but due to merger of promoter groupcompanies as sanctioned by hon'ble bench of nclt kolkata pursuant to section 230 to232 of the companies act 2013 and rules made thereunder m/s himadri dyes &intermediates limited ceases to be associate and modern hi-rise private limited a promotergroup company has become the associate of the company.

Merger of wholly owned subsidiary company with himadri specialitychemical ltd

Whereas; the wholly owned company

(wos) equal commodeal pvt ltd has been in the process of merger withits' holding

Company (hscl) and the final order of the hon'ble nclt is yet tobe passed. The key points are summarized as hereunder:-

1. The board of directors of the petitioner companies have approved thescheme of amalgamation in its' respective

Board meetings held on 13th august 2018;

2. The holding (being the transferee

Company) is a listed on stock

Exchanges i.e. Bse ltd and national stock exchange of india ltd andaccordingly has informed about the proposed scheme of amalgamation;

3. No valuation report required since there will be no requirement ofissue of fresh shares consequent upon sanction of merger;

4. The statutory auditors of the transferee company has issuedcertificate as regards confirmation of accounting Treatment;

5. The tribunal vide its' order dated

1 january 2019 has dispensed with requirement of convening and holdingof separate meetings of the shareholders and the secured and unsecured creditors of thetransferor company;

6. The petitioner company has filed the necessary affidavit th onfebruary 6 2019 evidencing service of notice upon regulatory authorities and publicationof the newspaper advertisement;

7. The chairman of the meetings of the shareholders and secured and

Unsecured creditors has submitted his report to the tribunal on 12thmarch 2019; the tribunal after hearing the arguments directed to serve notice as perrequirement of rule 16 of the companies (compromises Arrangements and amalgamation)rules 2016 on the central government through regional director eastern region ministryof corporate affairs kolkata registrar of companies west bengal and the concernedincome tax assessing officer along with the chief commissioner of income tax and also onthe official liquidator high court calcutta having jurisdiction over the transferor andtransferee companies by hand delivery through personal messenger registered post orspeed post and by electronic mail.

The newspaper advertisement were published on 15th may 2019 one inenglish daily "financial express" (all editions) and one in bengali dailynewspaper "aajkal" in the prescribed format; the next date of hearing is fixedon 18.06.2019.

6. Consolidated financial statements

In accordance with the indian accounting standards (ind as) 110 -"consolidated financial statements" as notified by ministry of corporate

Affairs and as per the general instruction for preparation ofconsolidated financial statements given in schedule iii of the companies act 2013 and incompliance with the sebi listing Regulations the company has prepared Consolidatedfinancial statements. The audited Consolidated financial statements along with theauditors' report thereon forms part of the Annual report.

7. Windmills

During the financial year 2018-19 the performance of the windmills atdhule in maharashtra remained satisfactory and it generated 4045006 kwh units of windenergy as compared to 3139620 kwh units in the previous year. The revenue generated bythe windmills for the year remained at र 212.97 lakhs as compared to र 160.24 lakhs inprevious year.

8. Working capital

The company continued to enjoy working capital facilities undermultiple banking arrangements including state bank of india central bank of india icicibank citibank n.a. axis bank ltd yes bank ltd indusind bank ltd dbs bank bank ofbaroda standard chartered bank idfc bank hdfc bank hong kong & shanghai bankingcorporation ltd kotak mahindra bank and rbl

Bank ltd. The company has been regular in servicing these debts.

9. Revision of credit rating

The credit analysis & research ltd (care) has revised the ratingassigned to the company's various credit facilities and debt instruments during thefinancial year 2018-19 and those are as follows:

Facilities Rating
Long-term bank Care aa-; stable
Facilities (double A Minus; Outlook
Stable)
Short-term bank Care aa-; stable/ care
Facilities A1+
(double A Minus; Outlook
Stable / a one plus)
Non-convertible Care aa-; stable
Debentures Double A Minus; Outlook
Stable)
Commercial paper Care a1+ (a one plus)

Further icra limited a credit rating agency has assigned the creditrating to company's various credit facilities and instruments as mentioned below:

Facilities Rating assigned
Non-convertible [icra] aa- (stable)
Debenture
Term loan
External
Commercial
Borrowing
Fund based limits
Non- fund based [icra] aa- (stable)/a1+
Limits
Commercial paper [icra] a1+
Outlook: outstanding

10. Capital expenditure

During the financial year 2018-19 the company incurred capitalexpenditure on account fixassets aggregatingof addition to to र 20058.34 lakhs (includingcapital work in-progress and capital advances).

11. Directors and key managerial personnel

In accordance with the provisions of the companies act 2013 mr. Vijaykumar choudhary

(din: 00173858) the executive director of the company will retire fromthe office rotation and being eligible offers himself for reappointment.

During the financial year mr. Sakti kumar banerjee (din: 00631772) andmr. Hardip singh mann (din: 00104948) have been re-appointed as an independent directorfor a second consecutive term of 5 (five) years by means of passing special resolutions atthe last annual

General meeting of the company.

The board met 5 (five) times during the financial year 2018-19 with themaximum time gap not exceeding 120 days in between two consecutive meetings.

The constitution of the board is in compliance with the provisions ofsection 149 of the companies act 2013 and the sebi listing regulations.

The brief resume and other details relating to the directors who areto be appointed / reappointed as stipulated under regulation 36(3) of the sebi listingregulations and secretarial standard 2 are provided in the notice of annual generalmeeting forming part of the annual report.

The number and dates of meetings held by the board and its committeesattendance of

Directors and remuneration paid to them are given separately in theattached corporate

Governance report in terms of section 134(3)(b) of the companies act2013.

During the financial year 2018-19 there was no change in the keymanagerial personnel of your company. However the board of directors at its meeting heldon 29 may 2018 has expanded the list of key managerial personnel by designating certainsenior managerial personnel as kmp. Whereas the sebi listing regulations inter-aliaprovides that the top 500 listed companies with effect from 1 april 2019 shall have atleast one woman director to act as independent director. Since the company has beenfalling within the list of top 500 companies (listed) accordingly it was required toappoint woman independent director. Hence ms. Sucharita basu de has been appointed as anindependent woman director who shall act as additional director with effect from 1 april2019 till forthcoming annual general meeting.

12. Declaration from independent directors

All the independent directors of the company have given necessarydeclaration of their

Independence to the board as stipulated in section 149(6) of thecompanies act 2013 and regulation 16 of the sebi listing regulations.

13. Material changes and commitments affecting the financial positionof the company

There were no material changes and commitments that occurred after theclose of the year till the date of this report which affect the financial position of the

14. Directors' responsibility statement

As required under section 134(3)(c) read with section 134(5) of thecompanies act 2013 and as per schedule ii part c(a)(4)(a) of the sebi

Listing regulations your directors confirm that: a. In the preparationof the annual accounts for the year ended 31 march 2019 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures; 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 properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the companies act

2013 for safeguarding the assets of the

Company and for preventing and detecting fraud and otherirregularities; d. The directors have prepared the annual accounts on a going-concernbasis; 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.

15. Nomination & remuneration policy

The company pursuant to the provisions of

Section 178 of the companies act 2013 and in terms of regulation 19(4)of the sebi listing

Regulations has a policy on nomination and

Remuneration for its directors key managerial personnel and seniormanagement which inter- . Alia provides for the diversity of the board and provides themechanism for performance evaluation of the directors and the said policy was mended fromtime 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

16. Loans investments and guarantee

During the financial year 18-19 the company has not given any loansmade investments or provided any guarantee except a loan given of र 209.87 lakhs to one ofits wholly owned subsidiary company equal commodeal private limited for its businesspurpose. However the details of loans investments made or guarantee given andsubsisting as on the close of the financial year 2018-19 are provided in the notes to thefinancial statements.

During the financial year 2018-19 pursuant to merger and de-merger inbetween promoter group companies viz; himadri dyes & intermediates limited himadriindustries

Limited himadri coke & petro limited (being the transferorcompanies) with modern hi-rise private limited (transferee company) and shresthmerchandise private limited (resulting company) and demerger of cold storage undertakingof Himadri industries ltd with shresth merchandise private limited as sanctioned by thehon'ble bench of nclt kolkata pursuant to section 230 to 232 of the companies act2013 and rules made thereunder all assets and liabilities

(including shares of himadri speciality chemical ltd) of the transferorcompanies will vest with and transferred to and in favor of the transferee

Company i.e. M/s modern hi-rise private limited; the company heldequity shares in transferor companies 1 and 2 and pursuant to the scheme of

Amalgamation the company has received certain equity shares as well asoptionally convertible preference shares from the transferee company as consideration formerger. And also pursuant to demerger of cold storage business of himadri industrieslimited (demerged company) with shresth merchandise private limited (resulting Company)the company has received certain equity shares as well as redeemable preference

Shares from the resulting company as consideration for merger. Detailspertaining to change in amount of investments are provided in the notes to the financialstatements.

17. Extracts of the annual return

The extract of annual return for the financial year ended on 31 march2019 as required pursuant to the provisions of section 92(3) of the companies act 2013read with rule 12(1) of the companies (management and administration) rules 2014 in formno. Mgt-9 is annexed herewith and marked as annexure ii and may also be accessed onthe company's website at the link: https://www. Himadri.com/

18. Particulars of remuneration of managerial personnel and employeesand related disclosure

Disclosures pertaining to remuneration and other details as requiredunder section 197(12) of the act 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 iiiand annexure iv respectively forming part of this report.

19. Risk management (risk assessment and minimization procedure)

The company has a policy on risk management (risk assessment andminimization procedure) to identify various kinds of risk in the business of the company.The board and the senior management review the policy from time to time and take adequatesteps to minimize the risk in business. There are no such risks which in the opinion ofthe board 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.

20. Internal financial controls

The internal financial controls adopted and followed by your companyare adequate and are operating effectively which were reviewed by the board and auditcommittee from time to time. The board observed that during the financial 2018-19 nomaterial or serious observations have been received from the internal auditors of yourcompany regarding inefficiency or inadequacy of such controls.

21. Employee stock option plan (esop)

Your company has adopted the himadri

Employee stock option plan ("esop 2016") for granting ofoptions to eligible employees of your company as approved by the members of your companyat the 28th annual general meeting held on 24 september 2016. The applicable disclosuresas required under the sebi guidelines as amended and the details of stock options as at31 march 2019 under the esop 2016 are set out in the attached annexure v and formspart of the report.

Grant of options (second tranche) under "esop 2016"

The nomination and remuneration committee at its' meeting held on8 may 2018 has granted further options of 2695000 to the eligible employees in secondtranche pursuant to himadri

Employee stock option plan ("esop 2016") at an exercise priceof र 140/- per share. These options shall vest after 1 year and are exercisable within aperiod of five years from the date of grant upon satisfaction of vesting conditions.

22. Auditors and auditors' report

Statutory auditors

M/s bsr & 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 yearscommencing from the conclusion of the 29th annual general meeting till theconclusion of the 34th annual general meeting to be held for the financial year2021-22 subject to ratification of the appointment at every annual general

Meeting.

In accordance with the companies (amendment) act 2017 with effect from7 may 2018 the ratification of appointment of

Statutory auditors at every annual general

Meeting has been done away with therefore the necessary resolutionseeking consent of the members for ratification of appointment of statutory auditors willnot be placed at the ensuing annual general meeting of the company.

The auditors' report and notes to the financial statements areself-explanatory and therefore do not call for any further explanation.

Secretarial auditor

Pursuant to the provisions of section 204 of the companies act 2013read with

Companies(appointmentandremuneration of managerial personnel) rules2014 the board has appointed m/s mkb & associates practising company secretaries toconduct secretarial audit for the financial year 2018-19. The secretarial audit reportpursuant to section 204(1) of the companies act 2013 for the financial year ended 31march 2019 is given in annexure vi attached hereto and forms part of this report.

The secretarial audit report does not contain any qualificationreservation or adverse remark.

Cost auditor

Pursuant to section 148 of the companies act 2013 read with thecompanies (cost records and audit) rules 2014 as amended the board of directors at itsmeeting held on 28 may 2019 and upon recommendation of the audit committee appointed mr.Sambhu banerjee cost accountant as cost

Auditor of the company to conduct the audit of the cost records of thecompany for the financial year 2019-20. The company has received necessary consent frommr. Sambhu banerjee cost accountant to act as the cost auditor of the company for thefinancial year 2019-20 along with the certificate confirming that his appointment would bewithin limit as applicable.

As required under the act the remuneration payable to cost auditor isrequired to be ratifiedby the members of the company at the ensuing annual generalmeeting.

Accordingly a resolution seeking approval of members for ratificationof payment of remuneration is included in the notice convening the annual general meetingof the company.

23. Maintenance of cost records

The company is maintaining cost records as specified by the centralgovernment under section 148 (1) of the companies act 2013.

24. Vigil mechanism / whistle blower policy

The company has formulated a vigil mechanism / whistle blower policy interms of section 177 of the companies act 2013 and as per regulation 22 of the sebilisting regulations for the employees to report their grievances / concerns aboutinstances of unethical behavior actual or suspected fraud or violation of company'scode of conduct by means of protected disclosure to the vigilance officer or the chairmanof the audit committee.

The vigil mechanism / whistle blower policy may be accessed on thecompany's website at the link: https://www.himadri.com/pdf/corporate_governance/vigil_mechanism_himadri_ amended_wef01.pdf

25. Conservation of energy technology absorption and foreign exchangeearnings and outgo

Information on conservation of energy technology absorption foreignexchange earnings and outgo for the financial year 31 march 2019 as required to be givenpursuant to section 134 (3) (m) of the companies act 2013 read with the rule 8 (3) ofthe companies (accounts) rules 2014 is annexed herewith and marked as annexure viiforming part of this report.

26. Related party transactions

The company has formulated a policy on the materiality of and dealingwith related party

Transactions in terms of regulation 23 of the sebi listing regulationsand the said policy is posted on the website of the company and during the financial year2018-19 there were no transactions with related parties which qualify as materialtransactions under the sebi listing regulations.

All the related party transactions entered into by the company duringthe financial year were in the ordinary course of business and on arm's length basis.There have been no materially significant related party transactions between the companyand its related parties except

Wholly owned subsidiaries. The details of the related partytransactions are disclosed as per

Indian accounting standard (ind as) 24 and set out in note 40 to thestandalone financial statements forming part of this annual report.

The disclosure of material related party transactions entered inordinary course of business during the financial year 2018-19 with its wholly ownedsubsidiary company as required to be made under section 134(3)(h) read with section 188(2) of the companies act 2013 in form aoc-2 is given in annexure viii forming thepart of this report.

27. Corporate social responsibility (csr)

The board in compliance with the provisions of section 135(1) of thecompanies act 2013 and rules made thereunder has a committee to be known as csr committeeconstituted by mr. Santimoy dey independent non-executive director mr. Sakti kumarbanerjee independent non-executive director and mr. Shyam sundar

Choudhary executive director of the company as its members. The csrpolicy has been placed on the website of the company and can be accessed through the link:https://www.himadri. Com/pdf/corporate_governance/policy_on_corporate_social_responsibility.pdf during the financial year 2018-19 the company wasrequired to expend a sum of र 329.65 lakhs towards csr expenditure pursuant tocompany's

Csr policy however the company could expend a sum of र 117.67 lakhsand there was a shortfall of र 211.98 lakhs.

The company's key objective is to make a difference to the livesof the underprivileged and help bring them to a self-sustaining level. There is a deepcommitment to csr engagement. We are increasing the capacity of our csr team to take upmore projects. The company has chosen couple of projects on

Csr such as setting up orphanage at large scale involving a largeamount of outlay and same are under active consideration of the management and csrcommittee once the committee completes the evaluation process which requires a diligenceprocess hence thereafter the

Company will start with the csr project. The csr committee has beencontinuously focused on providing social benefits to the society in its true sense and theshortfall will be added to the csr expenditure for the current financial year.

The annual report on csr activities in terms of rule 8 of companies(corporate social responsibility policy) rules 2014 is annexed herewith and marked as annexureix forming part of this report.

28. Annual evaluation of the members of the board

The board upon recommendation of the

Nomination and remuneration committee and as per the criteria andmanner provided for the annual evaluation of each member of the board and its committeeshas evaluated the performance of the entire board its committees and individualdirectors. All the members of the board and its committees met the criteria of performanceevaluation as set out by the nomination and remuneration committee.

29. Public deposit

During the financial year 2018-19 the company has not accepted anydeposits from public within the meaning of section 73 and section 74 of the companies act2013 therefore the disclosure pursuant to rule 8 (5)(v) & (vi) of companies

(accounts) rules 2014 is not applicable to the company.

30. Significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operation in future

There were no significant and material orders passed by any regulatoryauthority or courts or tribunals impacting the going concern status and company'soperation in future therefore the disclosure under rule 8 (5)(vii) of companies(accounts) rules 2014 is not applicable to the company.

31. Transfer of unclaimed dividend to iepf

During the financial pursuant to provision of section 124 of thecompanies act 2013 has transferred a sum of र 478900 to the investor education& protection

Fund the amount of dividend which was unclaimed/unpaid for a period ofseven years for the financial year 2010-11. The company sends reminder letters to theshareholders from time to time for claiming their unpaid dividend.

32. Transfer of shares to iepf

During the financial year 2018-19 the company pursuant to theprovisions of section 124(6) of the companies act 2013 has transferred 390200 unclaimedshares of 350 shareholders in respect of which dividend has not been paid or claimed forseven consecutive years or more to the credit of iepf authority as prescribed in section125 of the companies act 2013 in demat account no: in300708/ cl-id: 10656671 throughnsdl.

33. Corporate governance

In terms of the provisions of regulation 34(3) of the sebi listingregulations the corporate governance report together with a certificate from a practisingcompany secretary 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 ofthe sebi listing regulations forms an integral part of this report.

35. Committee on business responsibility reporting

Himadri is deeply committed to growing the business responsibly with along-term perspective as well as to the nine principles enshrined in the nationalvoluntary guidelines (nvgs) on social environmental and economic

Responsibilities of business as notified by the ministry of corporateaffairs government of india in july 2011.

The board has constituted a "business responsibility report (brr)committee" on 29 may 2018 consisting of 1) mr. Anurag choudhary ceo 2) mr. Kamleshkumar agarwal cfo 3) mr. Monojit mukherjee business head (cbd); 3) mr. Somesh satnalikavice president (strategy & business development).

Scope of the committee

- to review the brr policy from time to time and to make modificationsrequired if any;

- to monitor the preparation of the brr reporting in the format asprescribed by the sebi;

- to do all other acts and things which are incidental to the brrreporting; the board shall review the performance of the committee as well as brr policyon annual basis.

36. Business responsibility report (brr)

The business responsibility report (brr) of the company as requiredpursuant to the regulation 34 (f) of the sebi listing regulations annexed herewith andmarked as annexure xi forming part of this report and the same is also available atcompany's website at www.himadri.com

37. Listing on stock exchanges

The company's 418578745 equity shares of

र 1/- each are continued to be listed on the bse

Limited (bse) and the national stock exchange of india limited (nse).The company has remitted the listing fee to these stock exchanges up to date.

The non-convertible debentures (ncd) issued by the company on privateplacement basis aggregating र 15000 lakhs continue to be listed at bse and the companyhas been regular in the remittance of the listing fee to the concerned exchange for suchdebentures.

38. Dematerialisation of shares

There were 414529419 equity shares of the company held by theshareholders in dematerialised form as on 31 march 2019 representing 99.03% of the totalpaid-up share capital of the company consisting of 418578745 equity shares of र 1/-each. The company's equity shares are compulsorily required to be traded indematerialised form; therefore members are advised to expedite the process of convertingthe physical shareholding into dematerialised form through their d/p(s).

39. E-voting facility at agm

In terms of regulation 44 of sebi listing

Regulations and in compliance with the provisions of section 108 of thecompanies act 2013 (the act) read with rule 20 and 21(1) (a) to (h) of the companies(management and administration) rules 2014 (as amended) the items of business specifiedin the notice convening the 31st annual general meeting of the company may betransacted through electronic voting system and for this purpose the company is providinge-voting facility to its' members whose names will appear in the register of membersas on the cut-off date (fixed for the purpose) for exercising their right to vote byelectronic means through the e-voting platform to be provided by national securitiesdepository limited (nsdl).

The detailed process and guidelines for e-voting has been provided inthe notice convening the meeting.

40. Internal complaint committee

The company has an internal complaint committee as required to beformed under section 4 of the sexual harassment of women at workplace (preventionprohibition and redressal) act 2013 and rules made thereunder which were notified on 9december 2013. The company has zero tolerance towards sexual harassment at the workplaceand has adopted 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 2013and the rules made thereunder. During the financial year 2018-19 the committee submittedits annual report as prescribed in the said act and there was no complaint as regardssexual harassment received by the committee during the year.

41. Debt securities

The details of listing of non-convertible debentures issued by thecompany are given here below:

Name Privately placed 2500000 Secured Privately placed 500 secured 12.50% p.a.
10.00% p.a. Redeemable non-convertible Redeemable non-convertible debentures
Debentures of face value of र 400/- each Of face value Of र 1000000/- Each
Aggregating to र 100 crores Aggregating to र 50 crores.
Scrip code 946887 949610
i Ssuer Name Hscl-10%-24-8-20-pvt Hscl-12.5%-28-10-20-pvt
Isin number 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 2 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

42. Compliance of secretarial standards

The company has complied with the applicable secretarial standardsissued by the institute of company secretaries of india.

43. Awards & recognitions

The company has been recognised for awards & achievements asfollows:

Cii water management award

Winner in ‘within the fence' category in cii's watermanagement national competition for

Excellence

Greentech safety award

Bestowed with gold award for ‘the best performancenationally' in chemical sector

Fortune india the next 500 awards 2018

Recognised as no. 1 among 25 companies for the top wealth creators overthe last three years

World's 100 greatest brands

Received the title at the fourth edition of india-uae business andsocial forum

Asia pacific entrepreneurship award (apea)

Mr. Anurag choudhary ceo received the prestigious apea india awardunder the category of chemical & plastics industry by general vijay kumar singh mosexternal affair in new delhi annual report award

Received gold award and featured among top

100 in international annual report competition by league of americancommunications professionals llc (lacp)

43. Acknowledgement

Your directors wish to place on record their sincere appreciation forthe continued support and cooperation extended to the company by its bankers customersvendors suppliers dealers investors business associates all the stakeholdersshareholders debenture holders and various departments of the state and the

Central government.

Your directors also express their thanks to all the employees andofficers of the company for their dedication and hard work and for achieving excellentgrowth of the company.

For and on behalf of the board
Sd/- Sd/-
Bankey lal choudhary Shyam sundar choudhary
Place: kolkata Managing director Executive director
Date: 28 may 2019 (din: 00173792) (din: 00173732)