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Hindusthan Urban Infrastructure Ltd.

BSE: 539984 Sector: Engineering
NSE: N.A. ISIN Code: INE799B01017
BSE 00:00 | 26 Oct 4226.50 -31.85
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NSE 05:30 | 01 Jan Hindusthan Urban Infrastructure Ltd
OPEN 4045.45
PREVIOUS CLOSE 4258.35
VOLUME 285
52-Week high 6140.55
52-Week low 733.00
P/E 147.68
Mkt Cap.(Rs cr) 609
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4045.45
CLOSE 4258.35
VOLUME 285
52-Week high 6140.55
52-Week low 733.00
P/E 147.68
Mkt Cap.(Rs cr) 609
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hindusthan Urban Infrastructure Ltd. (HINDURBANINFRA) - Director Report

Company director report

The Shareholders

Your Directors are pleased to present their Sixtieth Annual Report of the company forthe year ended 31.03.2020.

Financial Highlights

The company's financial performance for the year ended 31.03.2020 is summarized below:

(Rs in Lakhs)

Particulars Standalone Results Consolidated Results
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Total Revenue (Gross) 46294.00 70255.16 55032.85 71138.13
Operating Profit Before Depreciation Finance Cost 5175.91 5558.77 3356.99 5252.31
Exceptional Items and Tax
Less: Depreciation and Amortisation expenses 1473.50 1495.59 2824.41 1633.95
Less: Finance Costs 2753.91 3222.38 4517.62 3298.83
Profit/(Loss) before exceptional items and tax 948.50 840.80 (3985.05) 319.53
Exceptional Items (91.63) (120.60)
Profit/(Loss) before Tax 948.50 749.17 (3985.05) 198.93
Less: Tax expenses 392.90 526.60 (889.35) 583.12
Net Profit/(Loss) for the year 555.60 222.57 (3095.70) (384.19)
Surplus brought forward from previous year 540.13 835.06 (574.29) 298.73
Dividend on Equity paid (14.43) (14.43)
Tax on Dividend (2.94) (2.94)
IndAS adjustments on Deferred Tax & Others (0.18) (500.13) (0.18) (471.46)
Balance available for appropriation 1095.55 540.13 (3670.17) (574.29)

COVID-19

The beginning of 2020 has witnessed the world wide spread of COVID-19 pandemic Globalthreat from COVID-19 is continuing to grow and at a rapidly accelerating rate. Authoritiesin most of countries announced lockdowns causing deep economic harm and could reverse thegains made in the industrial economy over many decades. Around the world thesecoronavirus lockdowns have driven professional and social life out of the physical worldand into the virtual realm. Industry members are reeling under severe financial stress andare in urgent need of ample liquidity to ensure business continuity. We are hopeful thatthe government will introduce more series of measures in quick succession to supportdemand to ensure business continuity. The economic fallouts of this is still difficult toassess as the situation is still evolving. In India the economic impact of COVID-19 istrickling in on the backdrop of an already challenging macro-economic environment.

State of Affairs & Operations

During the year under review the gross revenue of the company has decreased to Rs46294.00 Lakhs as compared to Rs 70255.16 Lakhs in the 2018-19. However the profitbefore depreciation and tax has increased from Rs 2244.76 Lakhs to Rs 2422 Lakhs. Theavailability of our prime raw material for conductor division i.e. aluminum remainedsatisfactory. The prices of aluminium declined at the LME from USD 1888 in April 2019 toUSD 1684 in March 2020.

There has been slow down in the issue of new tenders during the year which are likelyto pick up in next financial years. The Company has comfortable order book position forInsulator division but there is paucity of orders for conductors. However efforts arebeing made to secure more orders for conductors also.

The Insulator division has shown improved results inspite of declined turnover due tobetter realization of its products and efforts made in reduction of input cost.

The availability of power was comfortable at all Works.

During the year the Company had successfully executed export /deemed export orders ofRs 713.88 Lakhs as compared to previous year of Rs 8306.71 Lakhs.

The operation at Gwalior Plant of the Company which was discontinued during January2018 has been commenced from April 2019.

Consolidated Financials

In the financial year 2019-20 income from operations was Rs 55601.30 Lakhs ascompared to Rs 72321.68 Lakhs in previous year 2018-19. The profit before depreciationand tax has decreased from Rs 1832.88 Lakhs to Loss before depreciation and tax of Rs(1160.64) Lakhs.

During the year under review the gross revenue of the subsidiary company HindusthanSpeciality Chemicals Limited has increased to Rs 8755.78 Lakhs as compared to Rs 882.97Lakhs in financial year 2018-19.

The loss after tax has increased from Rs 559.95 Lakhs to Rs 3649.52 Lakhs due to lowermargin in key products.

Transfer to reserves

The Company do not propose to transfer any amount to general reserve for the financialyear ended 31.03.2020.

Dividend

In order to conserve the resources your Directors do not recommend payment of anydividend for the year ended 31st March 2020.

Subsidiary Company

The Company has one material subsidiary company i.e Hindusthan Speciality ChemicalsLimited.

Hindusthan Speciality Chemicals Limited (HSCL) has during the year under reportcompleted the establishment of the State of the Art Green-Field manufacturing facility of"Epoxy Resin and Allied products" at Jhagadia Distt Bharuch Gujarat. Qualityof all the products has been well accepted in the market. The production at plant has beenstabilized and bulk orders from established primary users are being received. HSCL ismanufacturing various grades of Epoxy Resins and selling the same in HSCL's brand name.HSCL has during the year under report fully stabilized the plant and plant capacity ofLER/SER/Formulations/Hardeners and Reactive Diluents has been achieved. Company has alsoinitiated the activities to reduce the utility cost by contemplating use of alternativefuel which will result in the reduction of cost substantially. On the utilities frontscompany have installed variable frequency drive on the Cooling Tower to reduce the powerconsumed in supplying water to the condensers. Company's LER and SER processes are nowfully automated and running on Distributed Control System with adequate interlocks forimproved safety during manufacturing. Efforts are on for the reduction of waste polymergenerated during the processing of LER. Company is exploring the further ways to reducecost by initiating various activities and have started recycling of water in the processto bring down the load on effluent and savings in water consumption. Company has developednumber of products in in-house Research and Development Laboratory and commercialised thesame which are accepted by the customers. Maximum emphasis is being given to increase theproduction and marketing of formulated products. Company has commenced the manufacturingof Bond One range of products and it has been very well accepted by the market. Companyhas commissioned the plant for Electrical and Electronic specialty products based on theTechnology provided by international leader. The trial products are under evaluation.During the Year 2019-20 there is a significant increase in sales in comparison with lastfinancial year.

A statement containing the salient features of financial statements of subsidiaryCompany in the prescribed Form AOC – 1 forms a part of Consolidated FinancialStatements (CFS) in compliance with Section 129 (3) and other applicable provisions ifany of the Companies Act 2013 ("Act") read with Rule 5 of the Companies(Accounts) Rules 2014 is attached in the notes to the consolidated Financial Statements.

The said Form also highlights the financial performance of the subsidiary included inthe CFS of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules 2014.

In accordance with Section 136 of the Act the financial statements of the subsidiaryare available for inspection by the members at the Registered Office of the Company duringbusiness hours on all days except Saturdays Sundays and public holidays upto the date ofthe Annual General Meeting. Any member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the Registered Office of the Company. Thefinancial statements including the CFS and all other documents required to be attached tothis report have been uploaded on the website of the Company at www.hindusthanurban.com.The Policy for determining material subsidiaries is available on the website of thecompany at www.hindusthanurban.com.

Cash Flow and Consolidated Financial Statement

As required under regulation 34 of the Listing Regulations [Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015] acash flow statement is part of the Annual Report 2019-2020. Further the ConsolidatedFinancial Statements of the Company for the financial year 2019-2020 are prepared incompliance with the applicable provisions of the Act Accounting Standards and asprescribed by Listing Regulations. The said Financial Statements have been prepared on thebasis of the audited financial statements of the Company its subsidiaries as approved bytheir respective Boards of Directors.

Management Discussion and Analysis Report

Management Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming part of this Annual Report. It provides detailsabout the overall industry structure global and domestic economic scenarios anddevelopments in business operations / performance of the Company's business.

Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance. Webelieve in adherence to good corporate practices implement policies and guidelines anddevelop a culture of the best management practices and compliance with the law coupledwith the highest standards of integrity transparency accountability and ethics in allbusiness matters to enhance and retain investor trust long-term shareholder value andrespect minority rights in all our business decisions.

The Corporate Governance Report along with the requisite certificate from the statutoryauditors of the Company confirming compliance with the conditions of corporate governanceas stipulated under SEBI Listing Regulations forms part of the Annual Report.

Change in nature of Business if any.

There is no change in the nature of business of the company during the year.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Act Directors of your Company hereby state andconfirm that: a) In the preparation of the annual accounts the applicable accountingstandards have been followed; b) The selected accounting policies have been appliedconsistently and the judgments and estimates made are reasonable and prudent so as to givea true and fair view of the state of affairs of the company at the end of the financialyear and of the profit of the company for that period; c) Proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d) The annual accounts have been prepared on agoing concern basis; e) Internal Financial Controls laid down in the company are adequateand were operating effectively; f) Proper systems have been devised to ensure compliancewith the provisions of all applicable laws and these are adequate and are operatingeffectively.

Directors and Key Managerial Personnel

As on 31st March 2020 the Board comprised of six members including onewomen member. The Board has an appropriate mix of Executive Directors (‘EDs')Non-Executive Directors (‘NEDs') and Independent Directors (‘ID') which iscompliant with the Companies Act 2013 the SEBI Listing Regulations and is also alignedwith the best practices of Corporate Governance.

Changes in Board of Directors and other Key Managerial Personnel

Mrs. Suman Lata Saraswat Non-Executive Independent Director (DIN: 06932165) wasre-appointed as an Independent Director of the company with effect from 1st April 2019for a second term of five consecutive years i.e upto 31st March 2024.

Your company is in full compliance of Listing Regulations and the Act with regard tothe composition of Board of Directors.

Retire by rotation

Mr. Deepak Kejriwal (Executive Director) will retire by rotation in the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The Boardrecommends his re-appointment as Director.

Key Managerial Personnel

As on date company has following Key Managerial Personnel in compliance with theprovisions of section 203 of the Act.

Mr. Raghavendra Anant Mody Whole-time Director & Chairman
Mr. Shyam Sunder Bhuwania Vice Chairman and Managing Director
Mr. Deepak Kejriwal Whole-time Director and CFO
Mr. Murari Lal Birmiwala Sr. Vice President-Finance & Secretary

Board Meetings

The meetings of the Board are scheduled at regular intervals to discuss and decide onmatters of business performance policies strategies and other matters of significance.The schedule of the meetings is circulated in advance to ensure proper planning andeffective participation. In certain exigencies decisions of the Board are also accordedthrough circulation.

During the year the Board met six times. For further details please refer report onCorporate Governance of this Annual Report. The maximum interval between any two meetingsdid not exceed 120 days as prescribed in the Companies Act 2013. Detailed informationregarding the meetings of the Board are included in the report on Corporate Governancewhich forms part of the annual report.

Committee of the Board

Currently the Company has five Board level Committees: Audit Committee("AC") Nomination and Remuneration Committee ("NRC") Stakeholders'Relationship Committee ("SRC") Corporate Social Responsibility Committee("CSR") and share transfer Committee.

Detailed information regarding the Committees of the Board are included in the reporton Corporate Governance which forms part of the annual report.

Declaration of Independent Directors

The Company has three Independent Directors namely Mr. Sadhu Ram Bansal Mr. Mool ChandGauba and Ms. Suman Lata Saraswat. All the directors are professionally qualified andpossess appropriate balance of skills expertise and knowledge and are qualified forappointment as Independent Director.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act read with Regulation 16 and25(8) of the Listing regulations. Independent Directors have also confirmed that they havecomplied with Schedule IV of the Act and the Company's Code of Conduct.

Further the Independent Directors have also submitted their declaration in compliancewith the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors)Rules 2014 which mandated the inclusion of an Independent Director's name in the databank of Indian Institute of Corporate Affairs ("IICA") for a period of one yearor five years or life time till they continues to hold the office of an independentdirector.

In the opinion of the Board all the independent directors are persons of integritypossesses relevant expertise and experience.

Auditors i) Statutory Auditors

M/s. K.N. Gutgutia & Co. Chartered Accountants (Firm Registration No. 304153E)were appointed as Statutory Auditors of the company from the conclusion of 57thAnnual General Meeting ("AGM") held on 29.09.2017 till the conclusion of 62ndAGM to be held in the year 2022.

M/s. K.N. Gutgutia & Co. Chartered Accountants have confirmed that they are notdisqualified from continuing as Auditors of the Company.

The Audit Report of M/s. K.N. Gutgutia & Co. Chartered Accountants on theFinancial Statements of the company for the Financial Year 2019-20 is a part of the AnnualReport. The report does not contain any qualification reservation adverse remark ordisclaimer. ii) Cost Auditors

The Company is required to maintain the cost accounting records in terms of Section148(1) of the Act read with rules made thereunder. The Company is regularly maintainingthe required cost accounting records.

The Board of Directors of the company on the recommendations made by the AuditCommittee has appointed M/s. J.K Kabra & Co. Cost Accountants (Firm Registration No.000009) as Cost Auditors of the company to conduct the audit of cost records of certainproducts for the financial year 2020-21.

The remuneration proposed to be paid to the Cost Auditors subject to ratification bythe members of the Company at the sixtieth AGM.

The Company has received consent from M/s. J.K. Kabra & Co. Cost Accountants toact as the Cost Auditor for conducting audit of the cost records for the financial year2020-21 along with a certificate confirming their independence and arm's lengthrelationship.

The Cost Auditor will submit their report for the financial 2019-20 on or before thedue date. iii) Secretarial Auditors

The Board has re-appointed M/s. KCG & Associates Company Secretaries asSecretarial Auditors to conduct an audit of the Secretarial records for the financial year2020-21.

The Company has received consent from M/s. KCG & Associates to act as theSecretarial Auditors for conducting audit of the secretarial records for the financialyear ending 31st March 2021.

The Secretarial Audit Report for the financial year ended 31.03.2020 under the Act readwith rules made thereunder and Regulation 24A of the Listing Regulations (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) isannexed herewith as Annexure-I to this report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated 8thFebruary 2019 the Company has submitted the Annual Secretarial Compliance Report issuedby M/s. KCG & Associates Practicing Company Secretaries with the BSE Limited whereshares of the Company are listed. iv) Internal Auditors

M/s. NSBP & Co. Chartered Accountants were appointed as Internal Auditors for thefinancial year 2019-20 and their report are reviewed by the Audit committee from time totime.

As per the recommendations of the Audit Committee M/s. NSBP & Co. CharteredAccountants were re-appointed as Internal Auditors of the company for the financial year2020-21.

Reporting of Frauds by Auditors

During the year under review none of the Auditors have reported any instances of fraudcommitted in the Company by its Officers or Employees to the Audit Committee/Board undersection 143(12) of the Act details of which needs to be mentioned in this Report.

Share Capital

The Authorised share Capital of the Company is Rs 1000000000 divided into 2500000equity shares of Rs 10 each and 97500000 preference shares of Rs 10 each. The paid upShare Capital as on 31.03.2019 stood Rs 966325850 consisting of Equity Share Capital ofRs 14428850/- Lakhs and Preference Share Capital of Rs 951897000/-During the yearthe company has not issued any share capital with differential voting rights sweat equityor ESOP nor provided any money to the employees or trusts for purchase of its own shares.

Material changes and commitments

No material changes or commitments have occurred between the end of the financial yearto which the financial statements relate and the date of this report affecting thefinancial position of the Company.

Annual Evaluation of Board and Directors

As required under the Act and the Listing Regulations an evaluation of the performanceof the Independent Directors was carried out by the Board of Directors during the yearbased on the criteria laid down by the Nomination and Remuneration Committee. On anoverall assessment it was found that all the Independent Directors have given a goodaccount of themselves. The Board concluded that the Independent Directors individually andcollectively were well qualified and their contributions were in the interest of theCompany.

The Independent Directors in a separate meeting held on 06.02.2020 reviewed andevaluated the performance of Non-Independent Directors and Board as a whole.

The performance of the Chairman and Executive Directors was evaluated by IndependentDirectors for leadership and direction to the Company judging as per the parameters of theevaluation criteria and it was noted that their performance was satisfactory. It wasfurther noted that the Chairman took proper initiative in policy decisions making with thesenior executives and Board. The Members of Nomination and Remuneration Committeeevaluated the performance of other Board members excluding themselves on the basis of theperformance evaluation tools and were satisfied with overall performance of all the Boardmembers and recommended the Board for continuation of the Members of the Board. Based onthe recommendation of the Board the Committee approved the term of appointment ofIndependent Directors.

Directors Appointment and Remuneration

Appointment of Directors on the Board of the Company is based on the recommendations ofthe Nomination and Remuneration Committee. The committee identifies and recommends to theBoard persons for appointment thereon after considering the necessary and desirablecompetencies. The committee takes into account positive attributes like integritymaturity judgement leadership position time and willingness financial acumenmanagement experience and knowledge in one or more fields of finance law managementmarketing administration research etc.

In case of Independent Directors (IDs) they should fulfill the criteria of independenceas per the Act and Regulation 16 of the Listing Regulations in addition to the generalcriteria stated above. It is ensured that a person to be appointed as director has notsuffered any disqualification under the Act or any other law to hold such an office.

The Directors of the Company are paid remuneration as per the Remuneration Policy ofthe Company. The details of remuneration paid to the directors during the year 2019-20 aregiven in Form MGT-9 annexed hereto.

Remuneration Policy

The Company has a Remuneration Policy relating to remuneration of the Directors seniormanagement including its Key Managerial Personnel (KMP) and other employees of theCompany. During the year under review the Company has revised the Nomination andRemuneration Policy in accordance with the amendments to Section 178 of the Act andListing Regulations.

The Remuneration Policy of the Company is available on the website of the company atwww.hindusthanurban.com.

Board Diversity

Adequate diversity on the Board is essential to meet the challenges of businessglobalisation rapid deployment of technology greater social responsibility increasingemphasis on corporate governance and enhanced need for risk management. The Board enablesefficient functioning through differences in perspective and skill and fostersdifferentiated thought processes at the back of varied industrial and managementexpertise gender knowledge and geographical backgrounds. The Board recognises theimportance of a diverse composition and has adopted a Board Diversity Policy which setsout its approach to diversity. The policy is available at the website of the Company atwww.hindusthanurban.com.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Information required under section 134(3) (m) of the Act read with Companies (Accounts)Rules 2014 is given in the Annexure-II to this report.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Policy (CSR Policy) indicating theactivities to be undertaken by the Company which was duly approved by the Board. CSRCommittee of the Board has developed a CSR Policy.

A detailed report regarding Corporate Social Responsibility is appended herewith as Annexure-IIIto the Boards' report. Additionally the CSR Policy is available on the website ofthe company at www.hindusthanurban.com.

Internal Control System and their Adequacy

The Company has adequate system of internal controls to safeguard and protect fromloss unauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for proper maintaining of the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

Vigil Mechanism

In pursuance of the provisions of section 177 (10) of Act and Regulation 22 of theListing Regulations a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Whistle Blower Policy is available on the website ofthe company at www.hindusthanurban.com.

Related Party Transactions

During the year under review the Company revised its Policy on dealing with andMateriality of Related Party Transactions in accordance with the amendments to theapplicable provisions of the Listing Regulations. The Policy is available on the websiteof the Company at www.hindusthanurban.com.

All related party transactions that were entered into during the financial year2019-20 were on an arm's length basis and in the ordinary course of business.

There are no material related party transactions made by the company during the yearthat required shareholders' approval under Section 188 of the Act.

All related party transactions are reviewed and approved by the Audit Committee and arein accordance with the Policy on dealing with and Materiality of Related PartyTransactions formulated by the Company. Prior approval of the Audit Committee is obtainedon a yearly basis for the transactions which are planned and/or repetitive in nature andomnibus approvals are taken.

The details of the transactions with related parties during the financial year 2019-20are provided in the accompanying financial statements. Form AOC-2 pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 is attachedas Annexure-IV.

Significant Material Orders Passed by Regulators or Courts or Tribunals

No significant orders have been passed by any Regulators Courts or Tribunals impactingthe going concern status and Company's operations in future.

Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act read with Companies (Meetings of Board and its Power) Rules 2014 are givenin the notes to the Financial Statements.

Development and Implementation of a Risk Management Policy

Being a diversified and prudent enterprise your Company continues to focus on asystem-based approach to manage risks. Risk management has always been an integral part ofyour Company. Backed by strong internal control systems and existing Risk ManagementFramework have laid down the roles and responsibilities of various business segmentsregarding the managing of risks covering a range of responsibilities right fromstrategic to operational. These responsibilities today offer a strong foundation forappropriate risk management procedures their effective implementation as well as theindependent monitoring and reporting handled by Internal Audit and the top managementteam.

Your Company has set appropriate structures to monitor and manage inherent businessrisks proactively. Accordingly raw material pricing risks commodity risks and currencyfluctuation risk effectively managed by its proficient and capable team. It also hasappropriate checks and balances in place and aims to minimise the adverse impact of theserisks on its operations.

Public Deposits

During the year under review the Company has not accepted any deposits within themeaning of section 73 and 74 of the Act read with the Companies (Acceptance of Deposits)Rules 2014 (including any statutory modification(s) or re- enactment(s) thereof for thetime being in force) from public and as such no amount on account of principal orinterest on deposits from public was outstanding as on the date of the balance sheet.

Anti-Sexual Harassment Policy

Pursuant to the "Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company constituted Internal Complaints Committee at all itsworkplaces. There has not been any instance of complaint reported in this regard to AuditCommittee.

The Company has internal complaints committee as prescribed under the Sexual Harassmentof Women at workplace (Prevention Prohibition and Redressal) Act 2013 and is incompliance of provisions of the said Act.

Transfer of unpaid and unclaimed amount to Investor Education and Protection Fund(IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 read with theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 all dividends whichremains unpaid or unclaimed for a period of seven years from the date of their transfer tothe unpaid dividend account are required to be transferred by the Company to the InvestorEducation and Protection Fund ("IEPF") established by the Central Government.

During the year the Company has transferred unpaid and unclaimed dividends of Rs53301 for the financial year 2011-12 and 6596 corresponding shares on which dividendswere unclaimed for seven consecutive years were transferred as per requirements of theIEPF Rules.

Details of shares/shareholders in respect of which dividend has not been claimed areprovided on our website and can be accessed at www.hindusthanurban.com. The shareholdersare therefore encouraged to verify their records and claim their dividends of all theearlier seven years if not claimed.

Secretarial Standards of ICSI

The Company is in compliance with the Secretarial Standards issued by issued by TheInstitute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2).

Extract of Annual Return

The Extract of annual return in Form MGT-9 as per the provisions of Section 134(3)(a)and 92(3) of the Companies Act 2013 is annexed to this report as Annexure-V andalso is available on the website of the Company at www.hindusthanurban.com.

Green Initiative

We request all the shareholders to support the ‘Green Initiative' of the Ministryof Corporate Affairs and HUIL's continuance towards greener environment by enabling theservice of the Annual Report AGM Notice and other documents electronically to your emailaddress registered with your Depository Participant/ Registrar and Share Transfer Agent.

We also request all the investors whose email id is not registered to take necessarysteps to register their email id with the Depository Participant/ Registrar and ShareTransfer Agent.

Personnel

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 and Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 have been annexed to this report as Annexure-VI.

Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are available at the Registered Office of yourCompany during working hours 21 days before the Sixtieth Annual General Meeting and shallbe made available to any shareholder on request.

For and on behalf of the Board of Directors
Raghavendra Anant Mody
Place: New Delhi Chairman
Date: 29th June 2020 DIN: 03158072

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