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Hindustan Foods Ltd.

BSE: 519126 Sector: Agri and agri inputs
NSE: HNDFDS ISIN Code: INE254N01018
BSE 00:00 | 22 Oct 1936.45 -10.40
(-0.53%)
OPEN

1997.95

HIGH

1997.95

LOW

1900.00

NSE 00:00 | 22 Oct 1929.50 -8.40
(-0.43%)
OPEN

1937.90

HIGH

1989.00

LOW

1912.85

OPEN 1997.95
PREVIOUS CLOSE 1946.85
VOLUME 1817
52-Week high 2580.00
52-Week low 821.00
P/E 94.78
Mkt Cap.(Rs cr) 4,105
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1997.95
CLOSE 1946.85
VOLUME 1817
52-Week high 2580.00
52-Week low 821.00
P/E 94.78
Mkt Cap.(Rs cr) 4,105
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hindustan Foods Ltd. (HNDFDS) - Director Report

Company director report

TO THE MEMBERS OF HINDUSTAN FOODS LIMITED

Your Directors are pleased to present the Company's Thirty Sixth Annual Report on thebusiness and operations together with the Audited Financial Statements (Standalone) forthe Financial Year ended March 31 2021.

FINANCIAL PERFORMANCE

Particulars 2020-21 2019-20
Total Revenue 138909.32 77310.35
Profit for the year before finance charges and depreciation 8601.49 5690.06
Less: Finance charges 1867.66 1098.66
Profit before depreciation 6733.83 4591.40
Less: Depreciation 1719.56 1128.20
Profit / (Loss) for the year after finance charges and depreciation / before tax for 5014.27 3463.20
the year
Less: Provision for Tax -
Current Tax 884.93 -
Tax Under MAT - 602.78
Deferred Tax 785.85 598.20
Mat Credit Entitlement/ Utilisation of earlier year 89.28 (10.92)
Tax adjustments pertaining to previous years (393.15)
Profit for the year after Tax 3647.36 2273.14
Other Comprehensive Income 7.38 (8.63)
Total Comprehensive Income 3654.74 2264.51

The Company did not transfer any amounts to the general reserve during the year.

YEAR IN RETROSPECT

The Financial Year 2020-21 saw your Company strengthening its existing businesses andcustomers while building new capabilities and new relationships. Despite the COVID-19related disruptions at the beginning of the 2020-21 and the 2nd wave of COVID 19 towardsthe close of the year your Company reported a near doubling of revenues and a veryhealthy growth in the profit after tax ('PAT'). The year under review has delivered astrong growth considering an eventful year and clocked a run rate of achieving Rs. 1000cr + turnover mark for 2020-21. Your Company reported a turnover of Rs. 1389.09 crfor the year under review as compared to Rs. 773.10 cr during the previous year agrowth of nearly 80%. Its PAT of Rs. 36.47 cr for the year under review was also 61% morethan the Rs. 22.73 cr in the previous year. The Toilet Cleaning Liquid Plant in Silvassahas ramped up to its rated capacity and your Company is engaged in discussions to furtherexpand the facility. The second facility at Silvassa is been set up to manufacture SurfaceCleaning Liquid and has commenced its commercial production in May 2021 your Directorsare confident that the second facility at Silvassa will ramp up to its rated capacity byQ2 of 21-22.

Your Company has ventured into the Knitted Shoes (Sports Shoes) manufacturing two ofthe top brands in the category at your Company's facility at Puducherry. Your Directorsare confident that they will enter into a multi year contract for the same which will addsignificant growth to your Company in the coming years in this new venture.

During the year under review your Company has provided loan to its Wholly-OwnedSubsidiary Company HFL Consumer Products Private Limited. Your Directors are pleased toinform that for setting up the Food & Beverage facility acquisition of land iscompleted and project work is progressing as per schedule.YourBoardapprovedtheCompositeSchemeofArrangement and Amalgamation of another Vanity Casegroup's plant at Coimbatore manufacturing malted beverages viz. Horlicks and Boost forHindustan Unilever and merger of ATC Beverages Private Limited manufacturing carbonateddrinks and beverages. Your Directors are confident that with the said mergers will boostyour Company's focus to build profitability that will lead to significant value creationfor all Company Stakeholders.

Your Directors are pleased to inform you that your Company has been able to build arobust pipeline of projects in this past year which will ensure continued growth of yourCompany for the next couple of years.

SHARE CAPITAL

Your Company's Paid-up Equity Share Capital as on March 31 2021 was Rs.211980780/- (Rupees Twenty One Crore Nineteen Lakh Eighty Thousand Seven Hundred Eightyonly) divided into 21198078 (Two Crore Eleven Lakh Ninety Eight Thousand and SeventyEight) Equity Shares of Rs. 10/- (Rupees Ten only) each. and Paid-up Preference ShareCapital as on March 31 2021 was Rs. 16000000/- (Rupees One Crore Sixty Lakh only)divided into 160000 (One Lakh Sixty Thousand) 9% Redeemable Non-Convertible PreferenceShares of Rs. 100/- (Rupees One Hundred Only) each.

MERGERS AND ACQUISITIONS

The Board of Directors of your Company has approved a Composite Scheme of Arrangementand Amalgamation under Section 230-232 and other applicable provisions of the Act between

(i) Avalon Cosmetics Private Limited (‘The Demerged Company' or ‘ACPL')

(ii) ATC Beverages Private Limited (‘The Transferor Company' or ‘ABPL') with

(iii) the Company (‘The Transferee Company' or ‘The Resulting Company' or‘HFL') which interalia provides for

i) De-Merger of Coimbatore business of ACPL with the Company and

ii) Merger of ABPL with the Company. This Scheme is subject to all necessary statutory/ regulatory approvals under applicable laws including approval of the Hon'ble NationalCompany Law Tribunal ('NCLT'). Your Company has received the observation letter dated July29 2020 from BSE Limited wherein the Stock Exchange has granted their no objection tofiling of the said scheme with the Hon'ble NCLT Mumbai Bench and your Company has filedthe Application with Hon'ble NCLT Mumbai Bench on September 8 2020. The appointed dateis April 1 2020. Your Company by an order dated April 26 2021 of the Hon'ble NCLTMumbai Maharashtra Bench on June 30 2021 had convened the Meeting of the EquityShareholders for their approval to the Composite Scheme of Arrangement and Amalgamation.The final order of the Hon'ble NCLT Mumbai Bench is awaited.

DIVIDEND

To conserve resources and in order to strengthen the Company's financials yourDirectors do not recommend any Dividend for the year under review.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI Listing Regulations the top 500 listedentities based on market capitalisation are required to formulate a Dividend DistributionPolicy. Your Company's Dividend Distribution Policy is based on the parameters laid downby SEBI Listing Regulations and the details of the same are available on the Company'swebsite at www.hindustanfoodslimited.com.

LISTING INFORMATION

The Company's Equity Shares are listed on BSE Limited ('BSE') and are permissible to betraded also on the terminal of the National Stock Exchange of India Limited ('NSE') apartfrom trading on BSE. The applicable listing fees have been paid to the Stock Exchangebefore the due dates. The Equity Shares of your Company were not suspended from trading onBSE and NSE at any point of time during the year under review.

DEPOSITORY SYSTEM

Your Company's Equity Shares are available for dematerialisation through NationalSecurities Depository Limited (‘NSDL') and Central Depository Services (India)Limited (‘CDSL'). As on March 31 2021 96.81 % of the Equity Shares of your Companywere held in demat form.

ACCREDITATION

Your Company continues to enjoy Food Safety System Certification 22000 accreditationmade by SGS United Kingdom Limited.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public

/ Members falling under the ambit of Section 73 of the Companies Act 2013 read withthe Companies (Acceptance of Deposits) Rules 2014 during the year under review. YourCompany does not have any unpaid/ unclaimed deposits as on March 31 2021.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

HFL Consumer Products Private Limited incorporated on August 6 2020 under CompaniesAct 2013 is a Wholly Owned Subsidiary of your Company and is yet to commence itscommercial operations in Food & Beverages manufacturing facility for a leading FMCGbrand.

ATC Beverages Private Limited which manufactures a variety of juices and carbonateddrinks continues to be an Associate Company of your Company. A report on the financialposition of the Subsidiary Company and the Associate Company in Form AOC-1 forms parts ofthe Financial Statements.

CREDIT RATING

During the year under review India Ratings and Research (Ind-Ra) has upgraded Long-TermIssuer Rating to ‘IND A/ Positive' from ‘IND A-/Stable‘. The outlook isPositive.

DIRECTORS' RESPONSIBILTY STATEMENT

To the best of our knowledge and belief and based on the information andrepresentations received from the operating management your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:

(a) that in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with the proper explanation relating to material departures;

(b) that such accounting policies as mentioned in Notes to the annual accounts havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2021 and of the profit of the Company for the year ended on thatdate;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls are in place and that the internalfinancial controls are adequate and are operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable lawsare in place and that such systems are adequate and operating effectively.

MANAGEMENT AND KEY MANAGERIAL PERSONNEL

DIRECTORS

RE-APPOINTMENT OF WHOLE-TIME DIRECTOR

Upon recommendation of the Nomination and

Remuneration Committee of the Board of Directors and as approved by the Board ofDirectors in their Meetings held on March 16 2020 Mr Ganesh T Argekar (DIN: 06865379)was re-appointed as the Whole-time Director designated as ‘Executive Director' for aperiod of 3 (Three) years starting from May 19 2020 to May 18 2023 on the terms andconditions which were approved by passing the Special Resolution by the Members of theCompany at the 35th Annual General Meeting held on September 18 2020.

APPOINTMENTS/ RE-APPOINTMENTS

During the year under review the Members of your Company regularised the appointmentof Mr Harsha Raghavan (DIN: 01761512) at the 35th Annual General Meeting held on September18 2020 who was appointed by your Board as an Additional Director designated as Non-ExecutiveNon-Independent Director being liable to retire by rotation on the Board of Directors ofthe Company based on the recommendation of the Nomination and Remuneration Committee intheir respective meetings held on November 11 2019.

DIRECTOR LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr Shrinivas V Dempo (DIN: 00043413) Chairman ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleMr Shrinivas V Dempo offers himself for re-appointment. Your Board has recommended hisre-appointment.

RESOLUTIONS TO BE PASSED AT THE ENSUING AGM

Mr Shashi Kalathil (DIN: 02829333) Independent Director of your Company was appointedas an Independent Director by the Members in their 31st AGM held on August 10 2016 for afirst term of 5 years upto the conclusion of the 36th Annual General Meeting to be held inthe year 2021. Accordingly Mr Kalathil's 1st term tenure completes on conclusion of theensuing AGM on September 23 2021. The Nomination and Remuneration Committee in theirMeeting held on May 26 2021 and the Board of Directors at their Meeting held on August11 2021 has recommended re-appointment of Mr Shashi Kalathil as the Non-ExecutiveIndependent Director of the Company subject to the approval of the Members for a secondterm starting from September 24 2021 to September 23 2026.

Brief resume of the Directors proposed for re-appointment together with other relevantdetails form part of the Notice of the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act 2013Mr Sameer R Kothari Managing Director Mr Mayank Samdani Chief Financial Officer and MrBankim Purohit Company Secretary are the Key Managerial Personnel of the Company.

INDEPENDENT DIRECTORS DECLARATION

Your Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors of the Company viz. Mr Shashi Kumar KalathilMs Honey Vazirani Mr Neeraj Chandra and Mr Sandeep Mehta confirming that they meetthe criteria of independence as prescribed under section 149 (6) of the Companies Act2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 in respect of their position as an "Independent Director" ofyour Company. In terms of provisions of Section 134(3) (d) of the Companies Act 2013 theBoard of Directors of your Company have taken note of all these declarations ofindependence received from all the Independent Directors and have undertaken dueassessment of the veracity of the same. Your Board is of the opinion that the IndependentDirectors of your Company (including the Independent Directors appointed during the year)possess requisite qualifications experience expertise (including proficiency) and theyhold the highest standards of integrity that enables them to discharge their duties as theIndependent Directors of your Company. Further in compliance with Rule 6(1) of theCompanies (Appointment and Qualification of Directors) Rules 2014 all IndependentDirectors of your Company have registered themselves with the Indian Institute ofCorporate Affairs.

FAMILIARISATION PROGRAMMES

Familiarisation programmes for the Independent Directors were conducted during theFinancial Year 2020-21. Apart from this there were quarterly business presentations byMr Mayank Samdani Chief Financial Officer of the Company. Details of thefamiliarisation programme are explained in the Corporate Governance Report and are alsoavailable on the Company's website and can be accessed at www.hindustanfoodslimited.com.

MEETINGS OF THE BOARD OF DIRECTORS

A minimum of four Board Meetings are held annually. Additional Board Meetings areconvened by giving appropriate notice to address the Company's specific needs and businessAgenda. The Meetings of your Board of Directors are pre-scheduled and intimated to all theDirectors in advance in order to help them plan their schedule. In case of businessexigencies or urgency of matters approvals are taken by convening the Meetings at aShorter Notice with consent of the Directors or by passing resolutions throughcirculation.

During the year under review the Board of Directors of your Company met 4 (Four) timesi.e. on June 26 2020 August 26 2020 November 10 2020 and February 12 2021 thedetails of the Board Meetings and the attendance records of the Directors are provided inthe Corporate Governance Report which forms part of this Annual Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act 2013 the Independent Directors of theCompany shall hold at least one meeting in a year without attendance of Non-IndependentDirectors and members of the Management. Accordingly Independent Directors of yourCompany met on June 26 2020. All the Independent Directors were present for the meeting.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and regulation 17(10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 your Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of the working of its Statutory Committees. Further theperformance evaluation criteria for Independent Directors included a check on theirfulfilment of the independence criteria and their independence from the management.

Based on various criteria the performance of the Board various Board CommitteesChairman and Individual Directors (including Independent Directors) was found to besatisfactory.

AUDIT COMMITTEE

During the year under review the Audit Committee comprised of Mr Shashi K Kalathil whoserves as the Chairman of the Committee Ms Honey Vazirani Mr Sarvjit Singh Bedi and MrSandeep Mehta as the other Members. The terms of reference etc. number of Meetings of theAudit Committee is provided in Corporate Governance Report which forms part of this AnnualReport.

All the recommendations made by the Audit Committee during the Financial Year underreview were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The composition terms of reference etc. of the Nomination and Remuneration Committeeis provided in Corporate Governance Report which forms part of this Annual Report. TheCommittee has formulated a Nomination and Remuneration Policy and the same has beenuploaded on the website of the Company atwww.hindustanfoodslimited. com and forms part ofthe report as Annexure I.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition terms of reference etc of the Stakeholders Relationship Committee isprovided in Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) COMMITTEE

As required under the Companies Act 2013 a CSR committee of the Board is dulyconstituted to formulate and recommend to the Board CSR Policy indicating the Company'sCSR Activities to be undertaken. The CSR Policy as recommended by the Committee and asapproved by your Board is available on the Company's website viz. www.hindustanfoodslimited.comThe CSR Committee comprises of three (3) members out of which one (1) is IndependentDirector. The Committee is chaired by Mr Sameer Kothari and Mr Ganesh Argekar and MrShashi Kalathil are the other members of the Committee. During the year under review theCommittee met once (1) on August 26 2020. Details of the role and functioning of thecommittee are given in the Corporate Governance Report which forms part of this AnnualReport.

During the year under review the Company took various initiatives towards financialmedical and community support in the fight against COVID-19 pandemic. Based on therecommendation of the CSR Committee for the amount of expenditure to be incurred on theCSR activities your Board and the Management of your Company had contributed towards theactivities. The Annual Report on CSR activities as required under the Companies (CorporateSocial Responsibility Policy) Rules 2014 is set out as Annexure II forming part of thisReport. The Company has incurred CSR expenditure of Rs. 19 Lakhs as against the budget ofRs. 40.98 Lakhs during the Financial Year 2020-21. The shortfall / unspent amount of Rs.21.98 Lakhs towards CSR expenditure was due to the Nation wide lockdowns in year 2020-21non-identification of appropriate projects/programmes as the Company is looking forCOVID-19 and other projects/ programmes which will benefit to the society at large in linewith the intend of laws for which CSR provisions have been made in the statute. Pursuantto the amended CSR Rules and based on the recommendation of the CSR Committee in theirMeeting held on August 11 2021 the Management shall transfer the unspent funds for the2020-21 into the activities as specified under Schedule VII of the Companies Act 2013 onor before September 30 2021.

RISK MANAGEMENT COMMITTEE

Knowing the importance of managing and pre-empting risks effectively for sustainingprofitable business the Company has constituted a Risk Management Committee in line withthe SEBI Listing Regulations as it is covered in the top 500 listed companies in thecountry based on the market capitalisation for the immediately preceding Financial Year.The Risk Management Committee was formed by your Board in its Meeting held on June 262020 and it comprises of Mr Sameer Kothari Managing Director and Chief Executive Officeras the Chairman with Mr Ganesh Argekar Executive Director Mr Shashi KalathilNon-Executive Independent Director Ms Honey Vazirani Non-Executive IndependentDirector and Mr Mayank Samdani Group Chief Financial Officer as the Members of theCommittee. The terms of reference of the Risk Management Committee are as follows:

Reviewing the Risk Management Framework on an annual basis and approving changes ifany;

Advising the Board of Directors on organisation's overall risk management proceduresexisting risk assessment criteria current risk exposures and risk strategy in place;

Making recommendations to the Board of Directors as well as executive management onpriority risk areas and appropriate action required;

Supporting the executive management in the establishment of a culture which balancesrisks and opportunities facilitated by conscious risk decisions and a suitable "Tonefrom the Top";

Update the Audit Committee/Board of Directors on the status of risk managementinitiative in the Company and changes to the overall risk exposure of the Company.

INTERNAL CONTROL SYSTEM

The Board has laid down Internal Financial Controls within the meaning of theexplanation to Section 134 (5) (e) ("IFC") of the Companies Act 2013. The Boardbelieves the Company has sound IFC commensurate with the nature and size of its business.Business is however dynamic. The Board is seized of the fact that IFC are not static andare in fact a fluid set of tools which evolve over time as the business technology andfraud environment changes in response to competition industry practices legislationregulation and current economic conditions. There will therefore be gaps in the IFC asbusiness evolves. The Company has a process in place continuously identify such gaps andimplement newer and or improved controls wherever the effect of such gaps would have amaterial effect on the Company's operations.

AUDITORS

1. Statutory Auditors

As per the requirements of Section 139(2) of the Companies Act 2013 (‘the Act')M/s. MSKA & Associates Chartered Accountants (Registration No.105047W) were appointedas statutory auditors for a period of five (5) consecutive years at the 32nd AnnualGeneral Meeting held on September 27 2017. As per notification issued by the Ministry ofCorporate Affairs dated May 7 2018 ratification of the statutory auditors at the AnnualGeneral Meeting is not required.

2. Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 your Company is required to prepare maintain as well as have the audit ofits cost records conducted by a Cost Accountant and accordingly it has maintained suchcost accountants and records. Your Board on recommendation of the Audit Committee of theBoard of Directors in their Meetings held on August 11 2021 has appointed M/s. Poddar& Co. Cost Accountants (Firm Registration No 101734) as the Cost Auditors of theCompany for the 2021-22 under Section 148 and all other applicable provisions of the Act.

M/s. Poddar & Co. have confirmed that they are free from disqualification specifiedunder Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Actand that the appointment meets the requirements of Section 141 (3) (g) of the Act. Theyhave further confirmed their independent status and an arm's length relationship with theCompany. The remuneration payable to the Cost Auditor is required to be placed before theMembers in the General Meeting for their ratification. Accordingly a resolution forseeking Members' ratification for the remuneration payable to M/s. Poddar & Co. isincluded at Item No. 5 of the Notice convening the AGM.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Rules thereunder yourBoard of Directors has appointed CS Pankaj Desai Practicing Company Secretary to carryout the Secretarial Audit for 2020-21. The Secretarial Audit Report for theFinancial Year ended March 31 2021 forms a part of this Annual Report asAnnexure IV.There has been no qualification reservation adverse remark or disclaimer given by theSecretarial Auditor in their Report.

STATUTORY AUDITORS' OBSERVATIONS

The notes on financial statements referred to in the Statutory Auditor's Report areself-explanatory and therefore do not call for any further explanations or comments.

There are no qualifications reservations or adverse remarks or disclaimer made in theStatutory Auditors' Report which requires any clarification or explanation.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24 (A) of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Independent SecretarialAuditor had undertaken an audit for the Financial Year 2020-21 for the SEBI compliances.The Annual Secretarial Compliance Report has been submitted to the Stock Exchange within60 days of the end of the Financial Year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Mechanism for the Directors and Employees to reporttheir genuine concerns or grievances about unethical behavior actual or suspected fraudor violation of the Code. It also provide for adequate safeguards against victimisation ofemployees who avail the mechanism and allows direct access to the Chairperson of the AuditCommittee in exceptional cases. The Whistleblower Policy also facilitates all employees ofthe Company to report any instances of leak of Unpublished Price Sensitive information.This policy is also posted on the website of the Company at www.hindustanfoodslimited.com.

The Audit Committee of your Company oversees the Vigil Mechanism.

RISK MANAGEMENT

Your Company follows well-established and detailed risk assessment and minimisationprocedures which are periodically reviewed by the Board. Your Company has in place abusiness risk management framework for identifying risks and opportunities that may have abearing on the organisation's objectives assessing them in terms of likelihood andmagnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company's management ofkey risks including strategic and operational risks as well as the guidelines policiesand processes for monitoring and mitigating such risks under the aegis of the overallbusiness risk management framework.

BUSINESS RESPONSIBILITY REPORTING

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations& Disclosure Requirements) Regulations 2015 inter alia provides that the AnnualReport of the top 1000 listed entities based on market capitalisation shall include aBusiness Responsibility Report (BRR). A separate section on Business Responsibility Reporthighlighting your Company's sustainability initiatives forms part of this Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

As required under Regulation 23(1) of the Listing Regulations 2015 your Company hasformulated a policy on dealing with Related Party Transactions. The Policy has beenuploaded on the Company's website: www.hindustanfoodslimited.com. The transactions enteredwith Related Parties for the year under review were on arm's length basis and in theordinary course of business. All the transactions with Related Parties are placed beforethe Audit Committee as also the Board for approval. Prior Omnibus approval of the AuditCommittee and approval of your Board is obtained for the transactions which areforeseeable and a repetitive of nature. The transactions entered into pursuant to theapprovals so granted are subjected to audit and a statement giving details of all relatedparty transactions is placed before the Audit Committee and the Board of Directors on aquarterly basis. Further there were no material related party transactions during theyear under review with the Promoters Directors or Key Managerial Personnel. Accordinglyno transactions are required to be reported in Form No. AOC-2 in terms of Section 134 ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of your Company and its futureoperations.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There are no material changes and commitments affecting the financial position of yourCompany which has occurred between the end of the Financial Year of your Company i.e.March 31 2021 and the date of Board's Report i.e. August 11 2021

Global Pandemic - COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally has caused enormousinterruption and slowdown of trade and commerce. In many countries including Indiabusinesses are being forced to shut their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel bansquarantine social distancing and closure of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in a never-before economicslowdown.

Most of the products manufactured by your Company are considered ‘essentialcommodities' chosen as top-priority goods by the Government. Your Company operated itsplants manufacturing such essential articles after seeking permissions from governmentauthorities. Until end of April 2020 your Company had lower capacity utilisation whichwere gradually ramped up in May and June 2020. By July 2020 your Company's plants arefully operational and continue to improve Company's capacity on daily basis with ease oflogistics and labour issues.

Despite the COVID-19 vaccination efforts having gained momentum uncertainty rose dueto the resurgence of the 2nd wave of the COVID cases across many parts of India andlockdown restrictions in different states of varying degrees. While there have been locallockdowns in many locations your Company has been operating its plants till date withminimal disruption. We would like to iterate that the Company accords the highest priorityto the safety and well-being of its employees customers vendors business partners andthe communities in which it operates. The Company continues to closely monitor the rapidlychanging situation while ensuring adherence to Government guidelines and advisories inaddition to its own Internal Control and Corporate Governance standards.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the statutory auditors nor the secretarialauditors reported to the Audit Committee of the Board under section 143(12) of the Actany instances of fraud committed against the Company by its officers or employees thedetails of which would need to be mentioned in the Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘Listing Regulations') the Management Discussion and Analysis ispresented in a separate section forming part of this Annual report highlighting thedetailed review of operations performance and future outlook of your Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Directors' Report for the year ended March 31 2021 is given in a separateAnnexure to this Report as Annexure III.

The Annexure in pursuance to the Rule 5 (2) of the Companies (Appointment andRemuneration) Rules 2014 is not being sent along with this Report to the Members of theCompany in line with the provisions of Section 136 of the Companies Act 2013. Members whoare interested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby the Members at the Registered Office of the Company 21 days before the 36th AnnualGeneral Meeting and up to the date of the ensuing Annual General Meeting during thebusiness hours on working days.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of matters pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 areprovided in the Annexure – V to this Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) and Section

92 (3) of the Act read with Rule 12 of the Companies (Management and Administration)Rules 2014 the Annual Return of the Company for the Financial Year March 31 2021 isuploaded on the website of your Company and can be accessed atwww.hindustanfoodslimited.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made there under yourCompany has formulated an internal Policy on Sexual Harassment at Workplace (PreventionProhibition and Redressal) and circulated to all the employees which provides for aproper mechanism for redressal of complaints of sexual harassment.

Your Company is committed to creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation or intimidation. YourBoard has constituted Internal Complaints Committee (ICCs) pursuant to the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules framed thereunder. ICCs is responsible for redressal of complaintsrelated to sexual harassment at the workplace in accordance with procedures regulationsand guidelines provided in the Policy.

During the year under review there were no complaints referred to the ICC.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company

Secretaries of India and approved by the Central Government under Section 118 (10) ofthe Companies Act 2013.

CORPORATE GOVERNANCE

It has been the endeavour of your Company to follow and implement best practices incorporate governance in letter and spirit. The following forms part of this AnnualReport: (i) Declaration regarding compliance of Code of Conduct by Board Members andSenior Management Personnel; (ii) Management Discussion and Analysis; (iii) Report onCorporate Governance and; (iv) Practicing Company Secretary Certificate regardingcompliance of conditions of corporate governance.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from the Government authorities banks customers businessassociates and Members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff and workers of the Company during the year under review.

For and on behalf of the Board of Directors
Sameer R. Kothari Ganesh T. Argekar
Managing Director Executive Director
DIN: 01361343 DIN: 06865379

Mumbai.

August 11 2021

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