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Hindcon Chemicals Ltd.

BSE: 535053 Sector: Industrials
NSE: HINDCON ISIN Code: INE642Y01011
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Hindcon Chemicals Ltd. (HINDCON) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the 22nd (Twenty Second) Annual Reporttogether with the Audited Annual Accounts of your Company for the year ended March 312020.

Financial Results:
(Rs in lakhs)
Particulars STANDALONE CONSOLIDATED
FY 2019-20 FY 2018-19 FY 2019-20 FY 2018-19
i. Gross Turnover 4445.90 4452.42 4445.90 4452.42
ii. Other Income 79.35 45.89 94.51 58.40
iii. Total Revenue 4525.25 4498.31 4540.41 4510.82
iv. Expenses other than Finance Cost and Depreciation 4092.60 4083.47 4096.67 4087.09
v. Earnings Before Interest Depreciation Taxation and Amortization (EBIDTA) 432.65 414.84 443.74 423.73
vi. Finance Cost 0.31 15.03 0.31 15.03
vii. Depreciation 14.02 13.47 14.02 13.47
viii. Profit / (Loss) before Tax & Exceptional Item 418.32 386.34 429.41 395.23
ix. Exceptional Items 0.00 0.00 0.00 0.00
x. Profit before Taxation (PBT) 418.32 386.34 429.41 395.23
xi. Tax including Deferred Tax (111.91) (107.47) (143.39) (110.73)
xii. Profit after Taxation (PAT) 306.41 278.87 286.02 284.50
xiii. (Profit) / Loss of minority interest - - (1.74) (2.50)

State of company's affairs and operations

During the year under review your Company has achieved a Total Turnover of RS 4445.90lakhs which is 0.15% lower as compared with the previous financial year. The EBIDTA of theCompany has increased by 4.29% as compared with the previous financial year. Further theCompany has earned a net profit of RS 306.41 lakhs in the financial year 2019-20. TheCompany has produced 16243.71 MT of Sodium Silicate and Construction Chemicals during thefinancial year as compared to 15307.91 MT of Sodium Silicate and Construction Chemicalsin the previous financial year which is 6.11% higher as compared with the correspondingprevious financial year.

The sales and profitability was marginally affected due to sudden lock down due toCOVID-19 from 24th March 2020 till 31st March 2020 in the current financial year underreview.

Outlook

The Company has an arsenal of over 100 products helping the Company emerge as aone-stop shop for construction chemicals in the foreseeable future. The ISO 9001:2015 andISO 22716:2007 certifications further validate the Company's compliance with stringentquality management and manufacturing norms. The Company aims to leverage its longstandingrelationships with retailers to strengthen its presence in the retail segment thusensuring better margins. The revenue may marginally affect in the current financial year2020-21 owing to the challenges rising from the COVID-19 crisis coupled with partialoperations at the plant till 17th May 2020.

Change in nature of business if any

During the year there was no change in the nature of business of the Company and theCompany continues to concentrate on its own business.

Dividend

The Board of Directors has recommended a dividend of H0.90 per equity share (9% of thepaid up value of the shares) for the financial year ended March 31 2020 amounting to RS9214312.50. The dividend payment is subject to approval of members at the ensuing AnnualGeneral Meeting.

Share capital

The paid up equity share capital as on March 31 2020 stood at RS 102381250/-comprising of 10238125 shares of RS 10/- each fully paid shares. Your Company has notissued any equity shares equity shares with differential rights Sweat equity sharesEmployees' Stock Options and did not purchase its own shares. Hence there is noinformation to be provided as required under Rule 4 (4) Rule 8 (13) Rule 12 (9) and Rule16 (4) of the Companies (Share Capital and Debentures) Rules 2014 and Section 62 of theCompanies act 2013 respectively.

Deposits

Your Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 during the year under review.

Transfer to reserve

The Company has not transferred any amount in the general reserve for the financialyear under review.

Directors' responsibility statement

Pursuant to the Directors Responsibility Statement as referred to in section 134 (3)(c) and 134 (5) of the Companies Act 2013 your Directors hereby confirm that: i) In thepreparation of the annual accounts for the financial year ended 31st March 2020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures; ii) The Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe financial year and of the profit of the company for the year ended on 31st March2020; iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;iv) The Directors have prepared the annual accounts for the financial year ended 31stMarch 2020 on a going concern basis; v) The Directors have laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and vi) The Directors have devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

Particulars of employees and managerial remuneration

Disclosure pertaining to remuneration and other details as required under Section 197of the Companies Act 2013 read with Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in this Report as"Annexure –A" In terms of the provisions of Section 197 (12) of the Actread with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended a statement showing the names and otherparticulars of the employees drawing remuneration in excess of the limits set out in thesaid rules are provided in the Annual Report which forms part of this Report.

Conservation of energy research & development technology absorption foreignexchange earnings and outgo

Information related to Conservation of Energy Research & Development TechnologyAbsorption Foreign Exchange Earnings and Outgo as required under section 134 (3) (m) ofthe Companies Act 2013 and Rule 8 (3) of Companies (Accounts) Rules 2014 are given inthe "Annexure–B" as attached hereto and forming part of this Report.

Company's website

The website of your Company www.hindcon.com displays the Company's businesses up-fronton the home page. The site carries a comprehensive database of information of all theChemicals and Chemical products including the Financial Results of your CompanyShareholding Pattern Directors' & Corporate profile details of Board CommitteesCorporate Policies and business activities of your Company. All the mandatory informationand disclosures as per the requirements of the Companies Act 2013 and Companies Rules2014 and as per the SEBI (LODR) Regulations 2015 has been uploaded.

Listing of securities in stock exchanges

The shares of the Company are presently listed at the National Stock Exchange of IndiaLimited – SME. The Company is registered with both NSDL & CDSL for holding theshares in dematerialized form and open for trading. The Company has paid Listing Fees tothe Stock Exchange and the depositories.

Directors and key managerial personnel (KMP)

i) retirement by rotation:

Mrs. Nilima Goenka (DIN: 00848225) Executive Director of the Company pursuant to theprovisions of Section 152(6) and other applicable provisions of the Companies Act 2013retires by rotation at the ensuing Annual General Meeting and being eligible offeredherself for re-appointment.

ii) appointment /re-appointment of executive directors / independent directors: a.The terms of appointment of Mr. Ramsanatan Banerjee (DIN: 05191594) as a Whole-timeDirector of the Company has expired on February 3 2020. The Nomination &Remuneration Committee in its adjourned meeting held on 15th February 2020 hadrecommended his re-appointment for a further period of 5 (five) year with effect fromFebruary 4 2020 and the same was approved by the Board of Directors in its adjournedmeeting held on 15th February 2020 subject to the approval of shareholders in theensuing Annual General Meeting in accordance with the provisions of Sections 196 197198 203 read with Schedule V and/or any other applicable provisions of the Companies Act2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.His appointment as a Whole Time Director has been proposed accordingly. b. The terms ofappointment of Mrs. Nilima Goenka (DIN: 00848225) as a Whole-time Director of the Companyexpired on May 31 2020. The Nomination & Remuneration Committee in its meeting heldon 25th June 2020 had recommended her re-appointment for a further period of 5 (five)years with effect from June1 2020 and the same was approved by the Board of Directors inits meeting held on 25th June 2020 subject to the approval of shareholders in theensuing Annual General Meeting in accordance with the provisions of Sections 196 197198 read with Schedule V and/ or any other applicable provisions of the Companies Act2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Her appointment as a Whole Time Director has been proposed accordingly.

iii) appointment and resignation of whole-time key managerial personnel (KMP):

During the year under review there were no changes in the Whole-time Key ManagerialPersonnel of the Company. The present Whole-time Key Managerial Personnel of the Companyare as follows:-

i. Mr. Sanjay Goenka – Managing Director ii. Mr. Kashi Nath Dey – ChiefFinancial Officer iii. Ms. Jaya Bajpai – Company Secretary & Compliance OfficerNone of the Directors of the Company are disqualified as per section 164(2) of theCompanies Act 2013 and rules made thereunder or any other provisions of the CompaniesAct 2013. The Directors have also made necessary disclosures to the extent as requiredunder provisions of section 184(1) of the Companies Act 2013.

All members of the Board of Directors and senior management personnel affirmedcompliance with the Company's Code of Conduct policy on an annual basis.

Declaration by independent directors

In accordance with Section 149(7) of the Act each Independent Director has given awritten declaration to the Company conforming that he/she meets the criteria ofindependence as mentioned under section 149(6) of the Act and Regulation 16(1)(b) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.

Auditors and their reports

(i) Statutory auditors:

M/s R B Roy & Co. (Firm Registration No. 322805E) Chartered Accountants wereappointed as the Statutory Auditors of the Company at the 21st Annual General Meeting ofthe Company held on 12th September 2019 for a period of 1 (One) year instead of 5 (five)consecutive years in terms of Section 139 of the Companies Act 2013 and rules madethereunder. The Secretarial Auditor has qualified the terms and the Board has now proposedto rectify the existing terms of appointment to enable the Auditors to hold the office ofAuditors for 5 years till the conclusion of the 26th AGM of the Company to be held for theFinancial Year 2023-24 in compliance to Section 139 of the Companies Act 2013 and rulesmade thereunder. The resolution rectifying the terms has accordingly proposed in theNotice convening the 22nd Annual General Meeting for approval of the Shareholders.

The observations if any made by the Statutory Auditors in their Auditors Reporttogether with the notes to accounts as append thereto are self-explanatory and hence doesnot call for any further explanation. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee of the Company in the year under review.

The Report given by M/s. R B Roy & Co. Chartered Accountants on the financialStatements of the Company for the financial year 2019-20 forms part of this Annual Report.

(ii) Internal auditor:

The Board had appointed M/s. Amit Ved Garg & Co. Chartered Accountants as theInternal Auditors of the Company to carry out the Internal Audit for the year 2019-20under the provisions of section 138 of the Companies Act 2013. The Company has receivedconsent letter from M/s. Amit Ved Garg & Co. Chartered Accountants for their re-appointment as the Internal Auditors of the Company for the financial year 2020-21 and theBoard has re-appointed them accordingly.

(iii) Secretarial auditors:

The Board had appointed Mr. Santosh Kumar Tibrewalla Practicing Company Secretary asthe Secretarial Auditor of the Company to carry out the Secretarial Audit for the year2019-20 under the provisions of section 204 of the Companies Act 2013.

The report of the Secretarial Auditor for the F.Y. 2019-20 is enclosed as Annexure-C inForm MR-3 to this Board's Report has qualified for non-compliance of Section 139 of theCompanies Act 2013 and the same is explained and taken care for rectification in theensuing Annual General Meeting as detailed under the heading Statutory Auditors in theforegoing paragraph. There is no other qualification and hence do not call for any furtherexplanation.

The Company has received consent letter from Mr. Santosh Kumar Tibrewalla for hisre-appointment as the Secretarial Auditor of the Company for the financial year 2020-21and the Board has reappointed him accordingly.

Corporate governance

Your Company has practiced sound Corporate Governance and takes necessary actions atappropriate times for enhancing and meeting stakeholders' expectations while continuing tocomply with the mandatory provisions and strive to comply non-mandatory requirements ofCorporate Governance. Your Company has complied with the requirements of the Securities& Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as issued by Securities and Exchange Board of India and as amended fromtime to time. Your Company has given its deliberations to provide all the information inthe Board's Report and the Corporate Governance Report as per the requirements of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as a matter of prudence and good governance.

Report on Corporate Governance Practices and the Auditors Certificate regardingcompliance of conditions of Corporate Governance and certification by CEO/Whole timeDirector & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.

Management discussions & analysis report

The Management Discussion and Analysis Report in terms of Regulation 34 (3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms the part ofthis Annual Report as enclosed "Annexure–D"

Code of conduct for prevention of insider trading

In terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 your Companyhas adopted the Code of Conduct to regulate monitor and report trading by designatedpersons towards prevention of Insider Trading. Further in accordance with the provisionsof Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015 the Board ofDirectors of the Company has duly approved and adopted the code of practices and procedurefor fair disclosure of Un-published Price Sensitive Information and formulated the code ofconduct of the Company.

The code is applicable to Directors Employees Designated Person and other connectedpersons of the Company; the aforesaid code of conduct for prevention of Insider Trading isduly placed on the

Website of the Company at www.hindcon.com.

Indian accounting standards

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (IND AS) applicable tocertain classes of companies. IND AS has replaced the existing Indian GAAP prescribedunder section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts)Rules 2014. However the Company is exempted from applicability of IND AS and accordinglythe accounts have been prepared as per IGAAP.

Disclosures as per applicable act and SEBI (LODR) regulations 2015

i) Related party transactions:

All transactions entered with related parties during the F.Y.2019-20 were on arm'slength basis and were in the ordinary course of business and provisions of Section 188(1)are not attracted. There have been no materially significant related party transactionswith the Company's Promoters Directors and others as defined in section 2(76) of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015 which may have potentialconflict of interest with the Company at large. Details of contracts which are not onarm's length basis and material transaction on arm's length basis are detailed in FormAOC 2 and annexed as "Annexure –E" to the Boards' Report. Theother disclosures regarding the related party transactions are given in the notes toaccounts. The Company has also formulated a policy on dealing with the Related PartyTransactions and necessary approval of the Audit Committee and Board of Directors weretaken wherever required in accordance with the Policy.

ii) Number of Board Meetings:

During the financial year ended March 31 2020 4 (Four) Board Meetings were held onMay 24 2019 July 23 2019 November 7 2019 and February 8 2020. The Board meeting datedFebruary 8 2020 was adjourned and was held on February 15 2020.

The gap between any two consecutive meetings did not exceed one hundred and twenty daysin terms of the Regulation 17(2) of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with the Stock ExchangesSecretarial Standards and the provision of Companies Act 2013.

The attendance details of each Director at the Board meetings held during their tenureis given herein below:

Sl. Name of the Directors No. No. of meetings held No. of Board meetings attended
1 Mr. Sanjay Goenka 4 4
2 Mr. Ramsanatan Banerjee 4 3
3 Mrs. Nilima Goenka 4 4
4 Mr. Binay Kumar Agarwal 4 3
5 Mr. Girdhari Lal Goenka 4 3
6 Mr. Krishna Kumar Tantia 4 3

*All the directors attended the adjourned meeting held on 15.02.2020.

The meetings of the Board are generally held at the Registered Office of the Company.

Evaluation of the Board's Performance:

During the year under review the Board in compliance with the Companies Act 2013 andapplicable Regulations of Securities

& Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 has continued to adopt formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &Committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board as a whole and the Chairman whowere evaluated on parameters such as their participation contribution at the meetings andotherwise independent judgements safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors Committees of the Board and Boardas a whole were carried out by the Independent Directors in their separate meeting. TheDirectors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

iii) Committees of the Board:

As on March 31 2020 the Board had four Committees: the Audit Committee the Nominationand Remuneration Committee the Stakeholder's Relationship Committee and Corporate SocialResponsibility Committee.

a. Audit Committee:

The Audit Committee has been constituted in line with the provisions of Section 177 ofthe Companies Act 2013 read with Regulation 18 of SEBI-LODR Regulations 2015. TheCommittee comprises of Mr. Binay Kumar Agarwal being the Chairman and Mr. Krishna KumarTantia and Mr. Sanjay Goenka being the members of the Committee as on March 31 2020.

During the financial year ended March 31 2020 3 (three) Audit Committee meeting washeld on May 24 2019 November 7 2019 and February 8 2020. The attendance details ofeach member at the Audit Committee meetings are given below:

Sl. Name of the No. Members No. of meetings held No. of meetings attended
1. Mr. Binay Kumar Agarwal 3 2
2. Mr. Krishna Kumar Tantia 3 2
3. Mr. Sanjay Goenka 3 3

Recommendation by Audit Committee

There were no such instances where the recommendation of Audit Committee has not beenaccepted by the Board during the financial year under review.

Vigil Mechanism (Whistle Blower Policy):

By virtue of Whistle Blower Policy the Directors and employees of the Company areencouraged to escalate to the level of the Audit Committee any issue of concerns impactingand compromising with the interest of the Company and its stakeholders in any way. TheCompany is committed to adhere to highest possible standards of ethical moral and legalbusiness conduct and to open communication and to provide necessary safeguards forprotection of Directors or employees or any other person who avails the mechanism fromreprisals or victimization for whistle blowing in good faith. This policy also allows thedirect access to the Chairperson of the Audit Committee. During the year under review theCompany has not reported any complaints under Vigil Mechanism.

Details of establishment of the Vigil Mechanism have been uploaded on the Company'swebsite: www.hindcon.com

b. Nomination and Remuneration Committee:

The Board of Directors of your Company has constituted a Nomination and RemunerationCommittee in accordance with the provisions of Section 178 of the Companies Act 2013 readwith Regulation 19 of SEBI Listing Regulations 2015. The Committee comprises of Mr.Girdhari Lal Goenka being the Chairman and Mr. Krishna Kumar Tantia and Mr. Binay KumarAgarwal being the members of the Committee as on March 31 2020.

During the financial year ended March 31 2020 1(one) meeting was held on 8thFebruary 2020 and the same was adjourned and was held on 15th February 2020.Theattendance details of each member at the Committee meetings are given below:

Sl. Name of the Members No. No. of meetings held No. of meetings attended
1. Mr. Girdhari Lal Goenka 1 1
2. Mr. Krishna Kumar Tantia 1 1
3. Mr. Binay Kumar Agarwal 1 1

*All the members attended the adjourned meeting held on 15.02.2020

Nomination Remuneration and Evaluation Policy:

Pursuant to the provisions of the Companies Act 2013 read with the Rules made thereinand the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015 (asamended from time to time) the Committee has formulated the Nomination and RemunerationPolicy which broadly laid down the various principles of remuneration being support forstrategic objectives transparency internal & external equity flexibilityperformance driven remuneration affordability and sustainability and covers the procedurefor selection appointment and compensation structure of Board members Key ManagerialPersonnel (KMPs) and Senior Management Personnel (SMPs) of your Company..

The detailed Nomination & Remuneration Policy of the Company is placed on theCompany's website and can be viewed at: http://www.hindcon.com/wp-content/uploads/2018/05/Nomination-Remuneration-Policy-Final.pdf

c. Composition of Stakeholder's Relationship Committee:

The Stakeholder's Relationship Committee comprises of Mr. Binay Kumar Agarwal being theChairman and Mr. Krishna Kumar Tantia and Mrs. Nilima Goenka being the members of theCommittee as on March 31 2020.

During the financial year ended March 31 2020 3 (three) meeting was held on May 242019 November 7 2019 and February 8 2020. The attendance details of each member at theCommittee meetings are given below:

Sl. Name of the Members No. No. of meetings held No. of meetings attended
1. Mr. Binay Kumar Agarwal 3 2
2. Mr. Krishna Kumar Tantia 3 2
3. Mrs. Nilima Goenka 3 3

d. Composition of Corporate Social Responsibility Committee:

Pursuant to Section 135 of the Companies Act 2013 read with Schedule VII and Companies(Corporate Social Responsibility Policy) Rules 2014 the CSR Committee presentlycomprises of Mr. Sanjay Goenka being the Chairman and Mr. Binay Kumar Agarwal and Mrs.Nilima Goenka being the members of the Committee as on March 31 2020.

During the financial year ended March 31 2020 2 (two) meeting was held on May 242019 and February 8 2020.

The attendance details of each member at the Committee meetings are given below:

Sl. Name of the Members No. No. of meetings held No. of meetings attended
1. Mr. Sanjay Goenka 2 2
2. Mr. Binay Kumar Agarwal 2 1
3. Mrs. Nilima Goenka 2 2

Further other details regarding CSR Activities / Initiatives undertaken by the Companyare mentioned in the ‘Annual Report on CSR Activities' enclosed as "Annexure–F" to this Report. The CSR policy is also uploaded on the Company's websitei.e. on www.hindcon.com.

iv) Meeting of Independent Directors for FY 2019-20:

During the year under review the Independent Directors of the Company met once on15.02.2020 to carry out the evaluation of the Non-Independent Director and of the Board asa whole.

v) Extracts of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 as providedunder section 92(3) of the Companies Act 2013 and Rule 12 of the Companies (Managementand Administration) Rules 2014 is enclosed as "Annexure- G" and the same isplaced on the website of the company at the following link www.hindcon.com Pursuant toSection 134(3)(a) of the Companies Act 2013 and amendments thereof the Annual Return forthe financial year 2018-19 is placed on the website of the Company at the following linkwww.hindcon.com

vi) Risk Analysis:

The Board has developed and implemented a risk management policy identifying thereinthe elements of risk that may threaten the existence of the Company. The Company has inplace a mechanism to inform the Board members about the risk assessment their comparisonagainst benchmarks or standards and determination of an acceptable level of risk andmitigation plans and periodical reviews to ensure that the critical risks are controlledby the executive management.

vii) Internal Financial Control:

The Company has in place adequate internal financial control as required under section134(5)(e) of the Act and the same was evaluated by the Audit Committee. During the yearsuch controls were tested with reference to financial statements and no reportablematerial weakness in the formulation or operations were observed. The Statutory Auditorsof the Company conducted audit on the Company's internal financial control over financialreporting and the report of the same is annexed with Auditors' Report.

viii) Disclosure Relating To Material Variations:

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 there are no such material variances in the Company.

ix) Loans Guarantees and Investments:

During the year under review your Company has invested and deployed its surplus fundsin Securities Bonds units of Mutual Funds Fixed deposits etc. which is within theoverall limit of the amount and within the powers of the Board as applicable to theCompany in terms of Section 179 and 186 of the Companies Act 2013.

The particulars of loans guarantees and investments have been disclosed in the notesof the Financial Statements for the year ended 31st March 2020 and form a part of thisAnnual Report.

x) Material changes and commitments if any affecting the financial position betweenthe end of the financial year and date of the report:

On occurrence of COVID -19 there was a complete nationwide lock down since 24th March2020 and the operation of the Company was jeopardized since then till 17th May 2020.However partial operation was resumed since 3rd April 2020 with the approval ofGovernment.

In 3rd week of May 2020 extremely severe cyclonic storm ‘Amphan' was occurredwhich has also impacted the revenue of the Company. The cyclone has caused severe damageto the shed and had also damaged the raw materials at its factory. However they werefully insured and the Company is in the process of claiming the same from the Insurancecompany.

xi) Subsidiaries Associates or Joint Ventures:

As on 31st March 2020 Company has only one Subsidiary Company viz. Padmalaya VinimayPrivate Limited.

The consolidated financial statement in this Annual Report is as per the AccountingStandards as laid down by the Institute of Chartered Accountants of India. In accordancewith Section 136 of the Companies Act 2013 the audited financial statements includingthe consolidated financial statements and related information will also be available onour website including financial statement of Subsidiary Company. These documents will alsobe available for inspection during business hours at the Registered Office of the Company.The Company will also make available copy on specific request by any member of theCompany interested in obtaining the same.

In accordance to regulation 33 of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company opts to submitconsolidated financial results only on Annual basis and the same has been intimated to theStock Exchange.

Further a statement containing the salient features of the financial statement of ourSubsidiary Company in the prescribed format AOC-1 is appended as"Annexure–H" to this Board's Report.

xii) Secretarial Standards

Secretarial Standards i.e. SS-1 SS-2 and SS-3 relating to ‘Meetings of theBoard of Directors' ‘General Meetings' and ‘Dividend' respectively to theextent as applicable have been duly followed by the Company.

xiii) Internal Complaint Committee

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The sexual harassment of women at workplace (Prevention Prohibition and Redressal)act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. The Policy is gender neutral. During the yearunder review no complaints with allegations of sexual harassment were filed.

Industrial relations

The industrial relation during the year 2019-20 had been cordial. The Directors take onrecord the dedicated services and significant efforts made by the Officers Staff andWorkers towards the progress of the Company.

Significant & material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future

There have been no significant & material orders passed by regulators / courts /tribunals impacting going concern status and Company's operations in future.

Appreciation

Your Directors take this opportunity to place on record their gratitude to the Centraland State Governments Bankers and Investors for their continuous support co-operationand their valuable guidance to the Company and for their trust reposed in the Company'smanagement. The Directors also commend the continuing commitment and dedication of theemployees at all levels and the Directors look forward to their continued support infuture.

On behalf of the Board of Directors
For Hindcon Chemicals Limited
Registered Office:
62B Braunfeld Row Sd/- Sd/-
Kolkata – 700 027 Sanjay Goenka Nilima Goenka
Chairman & Managing Director Whole time Director
Date: 25.06.2020 DIN: 00848190 DIN: 00848225

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