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HLE Glascoat Ltd.

BSE: 522215 Sector: Engineering
NSE: HLEGLAS ISIN Code: INE461D01010
BSE 13:51 | 07 May 2775.00 -27.30
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NSE 13:39 | 07 May 2776.35 -28.30
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OPEN 2740.00
PREVIOUS CLOSE 2802.30
VOLUME 5360
52-Week high 2997.40
52-Week low 705.05
P/E 82.54
Mkt Cap.(Rs cr) 3,735
Buy Price 2770.55
Buy Qty 10.00
Sell Price 2779.95
Sell Qty 1.00
OPEN 2740.00
CLOSE 2802.30
VOLUME 5360
52-Week high 2997.40
52-Week low 705.05
P/E 82.54
Mkt Cap.(Rs cr) 3,735
Buy Price 2770.55
Buy Qty 10.00
Sell Price 2779.95
Sell Qty 1.00

HLE Glascoat Ltd. (HLEGLAS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 29th Annual Report together withthe Audited Financial Statements for the Financial Year ended on 31st March2020.

? FINANCIAL HIGHLIGHTS*

(Rs. in lakhs except EPS)

PARTICULARS

Consolidated

Standalone

2019-20 2018-19* 2019-20 2018-19*
Revenue from Operations 42647.37 35935.91 38744.51 33678.08
Other Income 333.75 286.51 778.07 576.98
Profit before Finance Costs Depreciation Exceptional items Extraordinary Items and Tax 7623.15 4852.63 7199.72 4558.12
Less: Finance Costs 1222.22 1448.68 1183.38 1390.15
Profit before Depreciation Exceptional Iitems
Extraordinary Items and Tax 6400.93 3403.95 6016.34 3167.97
Less: Depreciation/ Amortisation/ Impairment 744.43 653.39 722.42 633.02
Profit before Exceptional Items Extraordinary Items and Tax 5656.50 2750.59 5293.92 2534.95
Less: Exceptional Items and Extraordinary Items - - - -
Profit before Tax 5656.50 2750.59 5293.92 2534.95
Less: Current Tax 1673.49 730.07 1411.49 555.07
Less: Deferred Tax 63.03 168.00 63.80 168.48
Profit for the financial year (A) 3919.98 1852.52 3818.63 1811.40
Other Comprehensive Income/ loss (B) (32.95) (20.02) (32.95) (20.02)
Total Comprehensive Iincome for the financial year (A+B) 3887.03 1832.50 3785.68 1791.38
Earnings Per Share (EPS) 30.31 14.33 29.53 14.01

* Previous year's figures are restated regrouped rearranged and recast whereverconsidered necessary. Previous years' figures have been consolidated and restated forbetter understanding considering the appointed date in the Scheme of Arrangement was 1stApril 2018.

??SCHEME OF ARRANGEMENT

The Board of Directors of the Company at its meeting held on 16th January2019 had approved the Scheme of Arrangement between your Company HLE Engineers PrivateLimited and Yashashvi Agrochemical Private Limited providing for

(i) the Demerger of the Operating Business of HLE Engineers Private Limited and vestingof the same into your Company;

(ii) the Amalgamation of Yashashvi Agrochemical Private Limited with HLE EngineersPrivate Limited; and

(iii) various other matters consequential or otherwise integrally connected therewithwith effect from 1st April 2018 ("Scheme").

The Scheme has been approved by the Hon'ble National Company Law Tribunal AhmedabadBench vide its order dated 24th October 2019. Consequently the name of theCompany has been changed to HLE Glascoat Limited in accordance with the terms of theScheme. Since the appointed date in the Scheme was 1st April 2018 theprevious years' figures have been consolidated and restated for better understanding.

The Scheme and other related documents as submitted to the regulatory authorities areavailable on the Company's website: www.hle-glascoat.com under Investors Guide/ Details ofScheme of Arrangement.

??BUSINESS OVERVIEW

The overall economic scenario during the financial year 2019-20 was robust. The IndianEngineering Sector has witnessed an encouraging growth over the last few years driven byincreased investments in infrastructure and industrial capacities. The growth of theEngineering Sector is an important barometer of the country's economic progress and thetrends appear to be positive. The key end users of the Company's products viz. theAgrochemical Speciality Chemical Dyes Pigment and the Active Pharmaceutical Ingredientmanufacturers are witnessing an unprecedented increase in their long term demand and thisportends well for the your Company's prospects. Your Company achieved an enhanced salesturnover of Rs. 38744.51 lakhs as against Rs. 33678.08 lakhs during the previous year(growth of 15.13%) and earned a Net Profit after Tax of Rs. 3818.63 lakhs as against Rs.1811.40 lakhs during the previous year (growth of 110.81%). Your Directors attribute thisimproved performance apart from the market growth and external factors to various stepstaken by the management in multiple facets of the business viz. increased manufacturingcapacity improvements in production processes improved planning focus on timelydelivery and better marketing coverage.

The continued improvement in the economic outlook for the Active PharmaceuticalIngredients and Chemicals sector the key customer segments for your Company alsoenhances the optimism for the coming years.

The Company has passed a circular resolution dated 22nd May 2020 fordiscontinuing of its chemical unit operations at Maroli on or around 30th July2020. No effect of the above has been given in the financials as on 31st March2020 as the same is considered as a non-adjusting event.

??DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

H L Equipments ("HLEQ" or "the Firm") is a Partnership Firm inwhich your Company owns 80% ownership interest. HLEQ's manufacturing facility is locatedat Silvassa and is equipped with all key equipment critical for the chemical equipmentfabrication.

The Firm achieved a sales turnover of Rs. 52.05 crores (previous year Rs. 37.78 crores)for the year ended 31st March 2020 and earned EBITDA of Rs. 8.73 crores (previous yearRs. 6.14 crores) for the same period. The Firm has a good order book at the year endwhich provides a promising visibility of revenue for FY21.

??IMPACT OF COVID 19 PANDEMIC

There has been no material adverse impact on the Company's performance and financialsposition as a result of COVID-19 outbreak in the country except suspension ofmanufacturing operations during the lockdown period starting from 24th March2020 to 21st April 2020 resulting in delay of deliveries of the products tothe customers and incurrence of fixed costs (salaries other overheads etc.) for theperiod during which the manufacturing operations were suspended. The resumption ofmanufacturing and other operations with restricted manpower (in line with the regulatoryguidelines) is also likely to have a short-term impact on the overall output andefficiency of operations.

??DIVIDEND

The Board of Directors of your Company recommends the final dividend of Rs. 2.50/- (@25%) per equity shares for the FY 2019-20 for your review. During the year the Companyhad declared interim dividend of Rs. 2.00 (@ 20%) per equity share. The aggregate dividendpaid/ recommended will be Rs. 4.50/- (@ 45%) per equity shares of the face value ofRs.10/-.

The Board of Directors had also declared and paid dividend of Rs. 0.95/- per 9.50%non-Convertible cumulative redeemable preference shares for the year 2018-19 on 24thFebruary 2020. The Board of Directors has also approved the payment of dividend of Rs.0.95 per redeemable preference share for the year 2019-20.

??TRANSFER TO RESERVES

The Board of Directors of your Company has decided to transfer Rs. 1850 lakhs toGeneral Reserve for the year under review.

??SHARE CAPITAL

Your Company's paid-up Equity Share Capital as on 31st March 2020 was Rs.14.81 crores comprising of 12931076 equity shares of Rs.10 each fully paid up and1875152 9.50% non- convertible cumulative redeemable preference shares (NCCRPS) of Rs.10 each fully paid up.

During the financial year under review your Company has issued and allotted 9657029equity shares of Rs. 10/- each credited as fully paid up and 1875152 9.50% NCCRPS ofRs. 10/- each credited as fully paid up to the shareholders of HLE Engineers PrivateLimited ("Demerged Company") whose name appeared in the register of members ason 14th December 2019 ("Record Date") in the ratio of 309 fully paidup equity shares and 60 fully paid up 9.50% NCCRPS of your Company for every 100 equityshares held by them in the Demerged Company pursuant to provisions of Sections 230 to 232and other applicable provisions if any of the Companies Act 2013 and in terms of theScheme of Arrangement approved by the National Company Law Tribunal Ahmedabad Bench videits order dated 24th October 2019. As per the Scheme the Company has alsocancelled 3225953 equity shares held by HLE Engineers Private Limited.

Your Company has not issued any shares with differential rights and hence noinformation as per the provisions of Section 43(a)(ii) of the Companies Act 2013("Act") read with Rule 4(4) of the Companies (Share Capital and Debenture)Rules 2014 has been furnished. Your Company has not issued any sweat equity shares duringthe financial year under review and hence no information as per the provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014 has been furnished.

Your Company has not issued any equity shares under any Employees Stock Option Schemeduring the financial year under review and hence no information as per the provisions ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 has been furnished.

During the financial year under review there were no instances of non-exercising ofvoting rights in respect of shares purchased directly by employees under a scheme pursuantto Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014 and hence no information in connection therewith has beenfurnished.

??DEPOSITS

Your Company has not accepted/ renewed any deposits from the public or the Memberswithin the meaning of Section 73 of the Act read with Chapter V of the Act and theCompanies (Acceptance of Deposits) Rules 2014 during the financial year 2019-20 and assuch no amount of principal or interest on deposit from public or Members was outstandingas of the Balance Sheet date. Pursuant to the Scheme and the demerger of the OperatingBusiness of HLE Engineers Private Limited certain unsecured loans forming part of thedemerged undertaking have been transferred to the Company. These loans will be repaid overa period and will not be renewed by the Company.

??CREDIT RATING

Your Company enjoys a good reputation for its sound financial management and theability to meet its financial obligations on a timely manner. ICRA Limited (formerlyInvestment Information and Credit Rating Agency of India Limited) has continued itsratings with regards to the banking facilities enjoyed by your Company from its Bankers as"BBB+" (for long term facilities) and A2 (for short-term facilities) with astable outlook.

The details of credit ratings obtained by the Company are placed on the Company'swebsite: www.hle-glascoat.com in Investors Guide/ Credit Rating details of the Company.

??PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

The particulars of loans guarantees investments and securities provided during thefinancial year under review covered under the provisions of Section 186 of the Act havebeen provided in the notes to the Financial Statements. Your Company has complied with theprovisions of Sections 185 and 186 of the Act to the extent applicable with respect tothe loans and investments made.

??INVESTOR EDUCATION AND PROTECTION FUND

During the financial year 2019-20 and in accordance with the provisions of Sections 124and 125 of the Companies Act 2013 and the Rules made thereunder:

• Dividend amount of Rs. 4.06 lakhs pertaining to the financial year 2011-12which remained unclaimed and unpaid for a period of seven years from the date of itstransfer to the Unpaid Dividend Account has been transferred to the Investor Educationand Protection Fund (IEPF) established by the Central Government.

• Rs. 2.63 lakhs have been transferred to the IEPF Authority towards the interimequity dividend declared for financial year 2019-20 in the Board Meeting held on 11thFebruary 2020 for the 131604 equity shares held by the IEPF Authority in financialyear 2019-20.

• 7600 shares have been transferred to the IEPF Authority after compliance of dueprocedures as prescribed and 800 shares have been claimed by the Shareholders from theIEPF Authority in financial year 2019-20.

The year wise details of date of dividend declaration and due date for transfer ofunpaid/ unclaimed dividend amount lying in unpaid dividend accounts are as under:

Year Dividend Declaration Date IEPF Transfer Due Date Year Dividend Declaration Date IEPF Transfer Due Date
2012-13 19th September 2013 17th October 2020 2016-17 28th August 2017 26th September 2024
2013-14 11th September 2014 9th October 2021 2017-18 3rd August 2018 1st September 2025
2014-15 10th September 2015 8th October 2022 2019-20 5th March 2020 4th April 2027
2015-16 25th July 2016 23rd August 2023 (Interim Dividend)

Kindly note that in accordance with Section 124 of the Companies Act 2013 theDividend amount(s) unclaimed / unpaid for a period of 7 years are required to betransferred to the Investor Education and Protection Fund (IEPF) established by theCentral Government. Thereafter no claim shall lie against the Fund or Company for theamount(s) of Dividend so transferred. Also all shares in respect of which dividend hasnot been paid or claimed for seven consecutive years or more shall be transferred by theCompany in the name of IEPF along with a statement containing such details as may beprescribed. Accordingly shareholders are requested to take immediate action in thismatter and approach the Company to claim the dividend amount unrealised by them as soon aspossible before the same are transferred to the IEPF as per the provisions of the Act andrules framed thereunder.

The statements of unpaid/ unclaimed dividend amount as on the date of Annual GeneralMeeting- Form IEPF-2 for shares transferred to IEPF authority Form IEPF-7 for dividendamount on share transferred to IEPF and Form IEPF-4 are uploaded on the Company's website:www.hle-glascoat.com in Investors Guide and are also available on the IEPF website:www.iepf.gov.in.

The details of nodal officer appointed by the Company in accordance with the IEPF(Accounting Audit Transfer and Refund) Rules 2016 are available on the Company'swebsite: www.hle-glascoat.com in Investors Guide/ Contact details Designated OfficerCompliance Officer Nodal Officer and Share Transfer Agent for any assistance related totransfer of shares/ dividend to IEPF.

??RELATED PARTY TRANSACTIONS

Your Company has implemented a policy on Related Party Transactions and the said Policyis available on the Company's website: www.hle-glascoat.com in Investors Guide/ CompanyPolicies.

During the financial year under review your Company has entered into related partytransactions on an arm's length basis in compliance with Section 188 of the Act and theRules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The details of the same are provided in Form AOC-2 annexed heretowhich forms part of this Report.

Further all such contracts/ arrangements/ transactions were placed before the AuditCommittee and Board for their approval. Prior approval/s of the Audit Committee/ Boardare obtained on an annual basis which is reviewed and updated on quarterly basis.

??PARTICULARS RELATING TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS

AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption foreign exchange earnings and outgo etc. are furnished inthe Annexure which forms part of this Report.

??PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES

A. The details of the ratio of the remuneration of each director to the medianremuneration of the employees and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedhereto and form part of this Report.

B. The details of the top 10 employees of the Company in terms of remunerationdrawn as required under Section 134 of the Act and Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are annexed hereto and form part ofthis Report.

C. None of the employees of the Company have drawn remuneration of Rs.10200000/- or more per annum or Rs. 850000/-or more per month or for any part of theyear and hence the particulars required to be disclosed under Section 134 of the Act readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are not required to be furnished.

D. None of the employees of the Company employed throughout the year under reviewor part thereof was in receipt of remuneration which was in excess of that drawn by theManaging Director or Whole-time Director or Manager and holds by himself or along with hisspouse and dependent children not less than two percent of the equity shares of theCompany.

??EXTRACT OF ANNUAL RETURN

An extract of the Annual Return for the financial year 2019-20 in Form MGT-9 pursuantto the provisions of Section 92 of the Act read with Rule 12 of the Companies (Managementand Administration) Rules 2014 as required under Section 134 of the Act is annexed heretoand forms part of this Report. Also the Annual Return for the financial year 2019-20shall be uploaded on the Company's website: www.hle-glascoat.com in Investors Guide/Annual Return under Section 92 of the Act in accordance with the provisions of Section134 of the Act.

??CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Report on Corporate Governance is annexed hereto and forms part ofthis Report. Your Company is committed to transparency in all its dealings and places highemphasis on business ethics. The requisite Compliance Certificate as required under Part Eof Schedule V of the Listing Regulations issued by Mr. D. G. Bhimani (C P No. 6628)proprietor of M/s. D. G. Bhimani & Associates Practising Company Secretaries Anandpertaining to the compliance of the conditions of Corporate Governance is also annexedhereto which forms part of this Report.

??MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V(B) of the Listing Regulations theReport on Management Discussion and Analysis is annexed hereto and forms part of thisReport.

??RISK MANAGEMENT

Your Company recognizes the importance of managing risk in the business to sustaingrowth. The Board of Directors along with the senior management of your Company hasdeveloped and approved the Risk Management Policy wherein all material risks faced byyour Company are identified and assessed. The Risk Management Policy adopted by yourCompany lays down the systematic approach adopted by your Board to mitigate various risksviz. operational risk financial risk regulatory risk reputational risk etc. YourCompany has entrusted the Audit Committee with the responsibility of implementing andmonitoring of the Risk Management Policy on a periodic basis.

Some of the risks that the Company is exposed to are given below:

Financial risks:

This primarily include the ability of the Company to get loans from the bank andfinancial institutions or other sources which is dependent upon the balance sheet'sstrength to leverage and Company's performance and credit history. The Company has adopteda suitable strategy to minimise the impact of interest rate fluctuations includingmaintaining an optimal balance of different types (short term and long term) of loans andmaturities for mitigating the interest rate risk.

Regulatory risks:

The Company is exposed to risks attached to various statutes laws and regulations. TheCompany is mitigating these risks through regular review of legal compliances carried outthrough internal as well as external compliance audits. The Company has implemented acompliance management system for effective tracking and managing regulatory and internalcompliance requirements.

Human Resource risks:

Retaining the existing talent pool and attracting new talent are inherent businessrisks. The Company has an effective system in place related to recruitment and retentionof the personnel.

Strategic risks:

Increasing competition capital expenditure for capacity expansion etc are normalstrategic risks faced by the Company. However the Company has well-defined processes andprocedures for obtaining Audit Committee and Board's approvals for investments in newbusinesses and capacity expansions.

Technology risks:

There is the risk that the technology may become outdated/ obsolete or its patentprotection expires permitting new entrants into the market and resulting into competitionfor the Company since the Company relies on certain technologies for its core/ criticaloperations. However your Company is engaged in continuous innovation and staying ahead ofthe curve.

Cyber risks:

There is the risk of catastrophic information system failure or other operationalfailure or malfunction. The Company does maintain a cyber security infrastructure. TheCompany uses standardised backup tools services and procedures to ensure that informationand data are stored at two or more diverse locations.

??DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with 134(5) of the Act yourDirectors confirm that:

(a) the applicable accounting standards have been followed along with properexplanation relating to material departures if any in the preparation of the annualaccounts;

(b) appropriate accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) proper internal financial controls have been laid down and followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all the applicable lawshave been devised and that such systems were adequate and are working effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and reviewsperformed by the management and relevant Board Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2019-20.

??DIRECTORS AND KEY MANAGERIAL PERSONS

The Directors of your Company are well experienced with expertise in their respectivefields of technical finance strategic and operational management and administration.None of the Directors of your Company are disqualified under the provisions of Section164(2)(a) and (b) of the Act. During the period under review no Non-Executive Director ofyour Company had any pecuniary relationship or transactions with the Company except asstated elsewhere in this Report and in the notes to the accounts.

During the year under review Mr. Mahesh Kabutarwala (DIN 00110317) and Mr. SudarshanAmin (DIN 01828862) have tendered their resignation as the Directors of the Company witheffect from 10th May 2019 and 15th July 2019 respectively. TheBoard places on record its sincere appreciation for their services and expert inputsprovided during their tenure as the Directors of your Company.

Mr. Nilesh Patel (DIN 00141873) Non-Executive Director is retiring by rotation andbeing eligible has offered himself for reappointment at the ensuing Annual GeneralMeeting. The brief profile of Mr. Nilesh Patel has been given in the Notice convening theAnnual General Meeting.

Mr. Himanshu Patel (DIN 00202312) was appointed as Managing Director and Mr. AalapPatel (DIN 06858672) as Whole-time Director (designated as Executive Director Technical)for a period of 3 (three) years with effect from 31st December 2016. The Boardat its meeting held on 9th November 2019 has approved the re-appointment ofMr. Himanshu Patel as Managing Director and Mr. Aalap Patel as Whole-time Director[designated as Executive Director (Technical)] on the recommendation of the Nominationand Remuneration Committee for a second term of three years commencing from 31stDecember 2019 on the terms and conditions mentioned in the Notice accompanying thisReport subject to approval of the shareholders of the Company at the forthcoming AnnualGeneral Meeting.

The day-to-day operations of your Company are managed by its Key Managerial Persons("KMP") viz. the Managing Director Executive Director (Technical) the ChiefFinancial Officer and the Company Secretary. As required under the provisions of Section203 of the Act Mr. Himanshu Patel (DIN 00202312) Managing Director Mr. Aalap Patel (DIN06858672) Executive Director (Technical) Ms. Dhwani Shah Company Secretary are the KeyManagerial Personnel of your Company as on the date of this Report. During the year underreview Mr. Suryakant Dave Chief Financial Officer of the Company who had been appointedby the Board of Directors on recommendation of the Nomination and Remuneration Committeein the Board Meeting convened on 27th July 2019 has resigned from the Companywith effect from 10th May 2020. On the recommendation of the Nomination andRemuneration Committee the Board had at its meeting held on 20th June 2020appointed Mr. K. V. Unnikrishnan as the Chief Financial Officer of the Company.

The Nomination and Remuneration Committee has formulated the Policies relating to theappointment and remuneration of the Directors of your Company laying down criteria fordetermining qualification positive attributes independence of directors etc. Salientfeatures of the said Policies are provided as an annexure hereto which forms part of thisReport. These are also available on the Company's website: www.hle-glascoat.com inInvestors Guide/ Company Policies.

??BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER

The Board of Directors has constituted the following Committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

The details related to the composition of the Board of the Company and the Committeesformed by it and meetings conducted during the year under review are given in theCorporate Governance Report annexed hereto and forming part of this Report.

??DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Act and Regulation 16(1)(b) of theListing Regulations your Company has received individual declarations from all theIndependent Directors confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Act and the Rules made thereunder.

The Independent Directors have also confirmed that there has been no change in thecircumstances which may affect their status as Independent director and they are not awareof any circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge duties with an objective independent judgmentand without any external influence and that they are independent of the management.

A Statement by the Managing Director regarding the said affirmation by the IndependentDirectors is annexed hereto and forms part of this Report.

??PERFORMANCE EVALUATION OF THE DIRECTORS

During the financial year 2019-20 the Board of Directors of your Company has carriedout an Annual Performance Evaluation of the Board its Committees and all the individualDirectors as per the Company's Policy for Performance Evaluation of Directors. Performanceevaluation sheets were distributed prior to the Meeting dates. The outcome of the aboveexercise of performance evaluation of all the Directors collectively and individually andthe Board/ Committees was announced in the respective Meetings.

(i) The Board in its Meeting held on 11th February 2020 has carried outthe evaluation task of the Committees formed by the Board and the Independent Directorsindividually for the period from 1st January 2019 to 31st December2019. In accordance with the provisions of the Section 149 of the Act read with ScheduleIV annual performance evaluation of the Independent Directors was carried out by theentire Board of Directors excluding the Directors being evaluated.

The performance of each Independent Director has been evaluated on various parameterslike ethics/ values inter-personal skills competence and general administration liaisonskills participation in meetings etc. The Board was satisfied that each of theIndependent Directors has been acting professionally and has brought his/ her richexperience in the deliberations of the Board.

(ii) The Independent Directors in their separate Meeting held on 11thFebruary 2020 carried out the performance evaluation of all the non-IndependentDirectors and the Board as a whole with special attention to the performance of theChairperson of the Company for the period from 1st January 2019 to 31stDecember 2019. The various criteria considered for purpose of evaluation includedcomposition of the board ethics/ values inter-personal skills competence and generaladministration liaison skills participation in meetings etc. The Independent Directorswere of the view that all the non-Independent Directors were competent and the results ofthe evaluation were satisfactory and adequate to meet your Company's requirements.

(iii) The Nomination and Remuneration Committee in its Meeting held on 11thFebruary 2020 reviewed the performance of the Executive Directors of the Company withspecial attention to the leadership criteria for the Managing Director and the ExecutiveDirector for the period from 1st January 2019 to 31st December2019. The various criteria considered for purpose of evaluation included ethics/ valuesinter-personal skills competence and general administration liaison skillsparticipation in meetings etc. The Committee was of the view that the Executive Directorswere capable and the results of the evaluation were satisfactory and adequate to meet yourCompany's requirements.

The Board also expressed its satisfaction over the process of evaluation.

??CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company has formed a CSR Committee in accordance with the provisions of Section135 of the Act details of which are provided in the Corporate Governance Report annexedhereto and forming part of this Report. The CSR Policy of your Company as approved by theBoard of Directors and is available on the Company's website: www.hle-glascoat.com inCorporate Social Responsibility section.

The Annual Report on CSR activities as required under Sections 134 and 135 of the Actread with the Companies (Corporate Social Responsibility) Rules 2014 including a briefoutline of the Company's CSR Policy total amount to be spent under the CSR Policy for thefinancial year 2019-20 amount unspent and the reason for the unspent amount is annexedhereto and forms part of this Report.

??VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board pursuant to the provisions of Section 177(9) of the Act read with Rule 7 ofthe Companies (Meetings of Board and its Powers) 2014 has formulated and implemented aWhistle Blower Policy for Directors and employees incorporating the Vigil Mechanism with aview to provide a mechanism which ensures adequate safeguards from any victimization onraising of concerns of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports etc.

The Policy covers malpractices and/ or events related to all issues that could havegrave impact on the operations and performance of the business of your Company. Theconcerned matters are to be reported to the Compliance Officer and/ or the Chairperson ofthe Audit Committee. The Audit Committee monitors the Vigil Mechanism of your Company.

During the financial year 2019-20 no employee has been denied access to the ComplianceOfficer/ the Chairperson of the Audit Committee who have been appointed as the WhistleBlower Officers of the Company.

An extract of the Whistle Blower Policy incorporating the Vigil Mechanism and thecontact details of the relevant Officers are available on the Company's website:www.hle-glascoat.com in Investors Guide/ Whistle Blower/ Vigil Mechanism.

??PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

Your Company has framed a Policy against sexual harassment and a formal process fordealing with complaints relating to harassment or discrimination. The said Policy is inline with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made thereunder. As per the provisions of Section 4 ofthe said Act the Board of Directors has constituted the Internal Complaints Committee(‘ICC') to deal with the complaints received by your Company pertaining to genderdiscrimination and sexual harassment at the workplace.

Following is a summary of sexual harassment complaints received and disposed off duringthe financial year 2019-20.

No. of complaints not resolved as on 1st April 2019 : Nil
No. of complaints received in financial year 2019-20 : Nil
No. of complaints resolved in financial year 2019-20 : Nil
No. of complaints not resolved as on 31st March 2020 : Nil

??MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in the Annual Report there have been no material changesand commitments affecting the financial position of your Company which have occurredduring the period between the end of the financial year to which the financial statementsrelate and the date of this Report.

??INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has strong integrated systems for internal controls commensurate with thesize and nature of its business.

Investment decisions involving capital expenditure are subject to detailed appraisaland review by appropriate levels of authority. Capital and revenue expenditure aremonitored and controlled with reference to pre-approved budgets and forecasts.

Your Company has established effective internal control systems to ensure accuratereliable and timely compilation of financial statements to safeguard assets of yourCompany and to detect and mitigate irregularities and frauds. Your Company's managementhas established adequate internal control procedures over financial reporting.

In accordance with the requirements of Section 143(3)(i) of the Act the StatutoryAuditors have confirmed the adequacy and operating effectiveness of the internal financialcontrol systems over financial reporting.

??STATUTORY AUDITORS AND INDEPENDENT AUDITORS' REPORT

M/s. M. M. Nissim & Co. Chartered Accountants Mumbai (Firm Registration No.107122W) have been appointed as the Statutory Auditors of your Company for a tenure of 5(five) years from 28th August 2017.

The Auditors' Report given by M/s. M. M. Nissim & Co Statutory Auditors on theFinancial Statements of your Company for the year ended March 31 2020 forms part of theAnnual Report. There is no qualification reservation or adverse remark or any disclaimerin their Report.

In accordance with the Section 40 of the Companies (Amendment) Act 2017 (correspondingto Section 139 of the Act) the requirement of ratification of the appointment of theStatutory Auditor in every Annual General Meeting of the Company during the tenure ofappointment has been dispensed with. Hence the matter has not been placed as an agendaitem in the AGM Notice for the approval of the shareholders.

??REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of Section 143 of the Actduring the financial year under review to the Audit Committee or the Board of Directors.

??SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s. D. G. Bhimani and Associates Practising CompanySecretaries (C P No. 6628) as the Secretarial Auditors for the financial year 2019-20 inaccordance with Section 204 of the Act. The Report on Secretarial Audit for the financialyear 2019-20 in Form MR-3 is annexed hereto and forms part of this Report. There is noqualification reservation or adverse remark or any disclaimer in their Report.

In terms of Section 204 of the Act on the recommendation of the Audit Committee theBoard has appointed M/s. D. G. Bhimani and Associates Practising Company Secretaries (C PNo. 6628) as the Secretarial Auditors for the financial year 2020-21. The Company hasreceived the consent for the said appointment.

??COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

The Directors of your Company confirm that the applicable Secretarial Standardsprescribed for the Board and General Meetings by the Institute of Company Secretaries ofIndia and notified by the Central Government have been complied with during the financialyear under review. The Company has also voluntarily adopted other applicable SecretarialStandards issued and made effective by the Institute of Company Secretaries of India.

??INTERNAL AUDITORS

CNK & Associates LLP Chartered Accountants (Firm Registration No. 101961W) hasconducted the internal audit of your Company for the Anand works for the financial year2019-20; and AKMK Associates Chartered Accountants (Firm Registration No.: 136206W) hasconducted the internal audit of your Company for the Maroli works for the financial year2019-20.

The Company has appointed CNK & Associates LLP Chartered Accountants (FirmRegistration No. 101961W) and AKMK Associates Chartered Accountants (Firm RegistrationNo.: 136206W) as the Internal Auditors for the Anand works and the Maroli Worksrespectively for the financial year 2020-21. The Company has received the consent fromthem for their appointment.

??COST RECORDS AND AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Record and Audit)Rules 2014 your Company has duly maintained the cost records as prescribed under thesaid rules. The cost audit for the financial year 2019-20 of the said records shall becarried by M/s Nanty Shah & Associates Cost Accountants (Membership No. 31497) theCost Auditor appointed by the Company.

Further the Company has appointed M/s. Nanty Shah & Associates Cost Accountants(Membership No. 31497) as the Cost Auditor of the Company for the financial year 2020-21.The Company has received the consent from them for their appointment.

??GENERAL

• During the year under review there was no change in nature of business of theCompany.

• During the year under review there were no significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andyour Company's operations in future.

• Your Company does not have any subsidiaries joint ventures or associatecompanies except M/s H L Equipments a partnership firm where the Company holds 80%partnership interest. HLE Engineers Private Limited was originally the partner in the saidpartnership firm and as a part of the Scheme the said ownership interest in H LEquipments was vested in your Company. The consolidated financial statements are alsobeing presented in addition to the standalone financial statement of your Company.

??ACKNOWLEDGEMENTS

Your Directors and Management take this opportunity to thank your Company's customersvendors investors business associates bankers and other stakeholders for theircontinued support. Your Directors also take this opportunity to applaud the contributionsmade by all the employees to the operations of your Company for its continued growth andsuccess.

By the Order of the Board of

HLE Glascoat Limited

(formerly Swiss Glascoat Equipments Limited)

Sd/- Mr. Himanshu Patel Chairperson and Managing Director

(DIN: 00202312)

ANNEXURE TO THE BOARD REPORT

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS UNDER SECTION 134 OF THECOMPANIES ACT 2013

In accordance with Section 134(3) of the Companies Act 2013 I hereby confirm that theIndependent Directors of the Company have affirmed their compliance with the criteria ofindependence as stipulated in Section 149 of the Companies Act 2013 read with Schedule IV- Code of Independence to the said Act (as amended from time to time) and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended from timeto time).

For HLE Glascoat Limited

(Formerly Swiss Glascoat Equipments Limited)

Sd/-

Mr. Himanshu Patel

Chairperson and Managing Director

Date : 20th June 2020

CERTIFICATION BY THE CEO AND CFO AS REQUIRED UNDER REGULATIONS 17(8) AND 33(2)(a) OFTHE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

The Board of Directors HLE Glascoat Limited

(Formerly Swiss Glascoat Equipments Limited) H-106 GIDC Estate Vitthal Udyognagar -388121 Dist. Anand Gujarat.

We Mr. Himanshu Patel the Chairperson and Managing Director and Mr. K.V.Unnikrishnan the Chief Financial Officer of the Company certify to the Board that:

A. We have reviewed the Standalone and Consolidated Audited Financial Results for theyear ended on 31st March 2020 and to the best of our knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;

(2) these statements together present a true and fair view of the Company's affairs andare in compliance with existing accounting standards applicable laws and regulations.

B. There are to the best of our knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or violative of the Company'scode of conduct.

C. We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that they have evaluated the effectiveness of internal controlsystems of the Company pertaining to financial reporting and we have disclosed to theauditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

D. We have indicated to the extent applicable to the Auditors and the AuditCommittee:

(1) significant changes in internal control over financial reporting during the year;

(2) significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

(3) instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in the listedentity's internal control system over financial reporting.

For HLE Glascoat Limited

(Formerly Swiss Glascoat Equipments Limited)

Sd/- Sd/-
Chairperson and Managing Director Chief Financial Officer
Date : 20th June 2020

INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8(3) OFTHE COMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART OF THE BOARD REPORT FOR THE YEARENDED 31ST MARCH 2020

(A) Conservation of Energy

The Company is continuously making efforts to improve Energy Management by way ofmonitoring energy related parameters on a regular basis. The Company is committed totransform energy conservation into a strategic business goal fully along with thetechnological sustainable development of Energy Management Systems. It is making bestendeavours to reduce energy consumption in all its operations and activities.

(i) To achieve the above objectives the following steps are being undertaken by theCompany:

I. Continuously monitoring the energy parameters such as maximum demand power factorload factor TOD tariff utilization on regular basis.

II. Continuously replacing the inefficient equipment with latest energy efficienttechnology and upgradation of equipment continually.

III. Increasing the awareness of energy saving within the organization to avoid wastageof energy.

IV. To enhance utilization of Renewable Energy Resources.

V. Achieving the power factor closer to unity in the Plant by effective reactive energymanagement.

VI. To reduce the Green House Emission by improving energy efficiency at the Plant.

(ii) Steps taken by the Company for utilising alternate sources of energy:

As a measure to encourage Green Energy the Company has installed 3 Windmills atfollowing locations-

• 1 Windmill with an installed capacity of 1.25 MW at Baradiya in JamnagarGujarat in Financial Year 2009-10 and it has generated over 21 lakhs units in FinancialYear 2019-20 which has been fully utilised during the period under review.

• 2 Windmills with an installed capacity of 250 KW each at Sujapur in RatlamMadhya Pradesh in Financial Year 2007-08 and their combined generation is 4.26 lakhs unitsin Financial Year 2019-20 which has been fully utilised during the period under review.

(iii) Capital investment on energy conservation equipment

Installation of a new gas operated furnace for efficient consumption of energy wascompleted in the financial year 2018-19. The results have been encouraging.

(B) Technology Absorption Adaption and Innovation- None

(C) Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual are as under:

(Rs. in lakhs)
1. Total foreign exchange outgo Rs. 2160.08
2. Total foreign exchange earned Rs. 3858.16

By the Order of the Board of

HLE Glascoat Limited

(formerly Swiss Glascoat Equipments Limited)

Sd/-

Mr. Himanshu Patel

Chairperson and Managing Director

(DIN: 00202312)

Form No. MGT-9 EXTRACT OF ANNUAL RETURN for the Financial year ended on 31st March2020

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L26100GJ1991PLC016173
ii) Registration Date 26th August 1991
iii) Name of the Company HLE Glascoat Limited
iv) Category / Sub-Category of the Company Public Company/ Limited by Shares
v) Address of the Registered office and contact details H-106 GIDC Estate V. U. Nagar - 388121 Dist. Anand Gujarat Ph. No.: (02692) 236842 to 236845
e-mail id: share@glascoat.com
vi) Whether listed company Yes / No Yes
vii) Name Address and Contact details of Registrar and Transfer Agent if any Link Intime India Pvt Limited B-102 & 103 Shangrila Complex First Floor Opp. HDFC Bank Nr. Radhakrishna Char Rasta Akota Baroda - 390020
C. No.: 0265-2356573
e-mail id: vadodara@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of theCompany shall be stated:

Sr. No. Name and Description of main products NIC Code of the Product* % to total turnover of the Company
1 Glass-lined Equipment 28299 - Manufacture of other Special Purpose Machinery 39.36%
2 Filtration and Drying Equipment 28299 - Manufacture of other Special Purpose Machinery 41.36%
3 Chemicals 20119 - Manufacture of organic and inorganic chemical compounds n.e.c. 19.28%

* As per National Industrial Classification 2008 (NIC 2008) - Ministry of Statistics& Programme Implementation

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

The Company is a partner in M/s H L Equipments a partnership firm where it holds 80%partnership interest.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares the year*
A. Promoters
(1) Indian
a) Individual/HUF 40290 - 40290 0.6198 9600744 - 9600744 74.2455 73.6257
b) Central Govt - - - - - - - - -
c) State Govt (s) - - - - - - - - -
d) Bodies Corp. 3225953 - 3225953 49.6300 - - - -49.6300
e) Banks / FI - - - - - - - -
Sub-total (A) (1):- 3266243 - 3266243 50.2499 9600744 - 9600744 74.2455 23.9956
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other – Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other…. - - - - - - - - -
Sub-total (A) (2):- 0 0 0 0.00 0 0 0 0.00 0.00
Total share-holding of Promoter
(A) = (A)(1)+(A)(2) 3266243 - 3266243 50.2499 9600744 - 9600744 74.2455 23.9956
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
Sub-total (B)(1) 0 0 0 0.00 0 0 0 0.00 0.00
2. Non-Institutions
a) Bodies Corp.
i) Indian 308657 700 309357 4.7593 191635 600 192235 1.4866 3.2727
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 1085670 358200 1443870 22.2134 1076598 315510 1392108 10.7656 -11.4478
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 694649 - 694649 10.6869 839431 - 839431 6.4916 -4.1953
c) Others
i) NBFCs registered with RBI 1000 - 1000 0.0154 - - - - -0.0154
ii) HUFs 95441 - 95441 1.4683 119056 - 119056 0.9207 -0.5476
iii) NRIs 52936 13500 66436 1.0221 145798 11900 157698 1.2195 0.1974
iv) OCB - 497400 497400 7.6523 - 497400 497400 3.8465 -3.8058
v) Transfer to IEPF Authority 124804 - 124804 1.9201 131604 - 131604 1.0177 -0.9023
vi) Unclaimed Shares 800 - 800 0.01231 800 - 800 0.0062 -0.0061
Sub-total (B)(2) 2363957 869800 3233757 49.7501 2504922 825410 3330332 25.7545 -23.9956
Total Public Share-holding
(B)=(B)(1)+ (B)(2) 2363957 869800 3233757 49.7501 2504922 825410 3330332 25.7545 -23.9956
C. Shares held by Custodian for
GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 5630200 869800 6500000 100.0012105666 825410 12931076 100.00 0.00

(ii) Shareholding of Promoters

Shareholder's Name Shareholding at the beginning of the year

Share holding at the end of the year

% change in share
No. of Shares % of total Shares of company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of company %of Shares Pledged / encumbered to total shares holding during the year*
HLE Engineers Private Limited 3225953 49.6300 - - - - -49.6300
Himanshu Patel 10000 0.1538 - 3595707 27.8067 - 27.6529
Nilesh Patel 10000 0.1538 - 3639127 28.1425 - 27.9887
Harsh Patel 10290 0.1583 - 1859580 14.3807 - 14.2224
Swara Patel - - 292005 2.2582 - 2.2582
Aalap Patel 10000 0.1538 - 188833 1.4603 - 1.3065
Kishori Patel - - 16222 0.1254 - 0.1254
Priti Patel - - 9270 0.0717 - 0.0717
Total 3266243 50.2499 - 9600744 74.2455 - 23.9956

(iii) (a) Change in Promoters' Shareholding- Equity (please specify if there is nochange)

Sr. No. Particulars

Shareholding of Promoter Group at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total Shares of company No. of Shares % of total Shares of company
At the beginning of the year 3266243 50.2499
Add Allotment of equity shares (net of equity shares cancelled) pursuant to Scheme of Arrangement 6334501 23.9956 9600744 74.2455
At the end of the year - - 9600744 74.2455

(iii) (b) Change in Promoters' Shareholding- Preference (please specify if there isno change)

Sr. No. Particulars

Shareholding of Promoter Group at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total Shares of company No. of Shares % of total Shares of company
At the beginning of the year 0 0.00
Add Allotment of preference shares pursuant to
Scheme of Arrangement 1856400 99.00 1856400 99.00
At the end of the year - - 1856400 99.00

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Shareholding at the beginning of the year

Increase/ (Decrease)

Cumulative Shareholding during the year

Sr. No. Name No. of Shares % of total Shares of co. Date/ Benpos date in share- holding Reason No. of Shares % of total Shares of co.
1 Overseas Pearl Limited 497400 7.65 01.04.19 0 Nil movement during the year
31.03.20 497400 3.85
2 Patel Shashikant Purshottam Das 353100 5.43 01.04.19 0 Nil movement during the year
31.03.20 353100 2.73
3 Investor Education and Protection 124804 01.04.19
Fund Authority- Ministry of Corporate Affairs 04.01.20 7600 Transfer of Shares vide Operation of Law 132404 1.02
31.03.20 (800) Claimed by Shareholders 131604 1.02
31.03.20 131604 1.02
4 Nilesh Ramesh Ganjwala 100 0.00 01.04.19 14.02.20 68761 Allotment pursuant to Scheme of Arrangement 68861 0.53
31.03.20 68861 0.53
5 Sushmita Ashish Kacholia 0 0 01.04.19 14.02.20 49800 Purchase through Open Market 49800 0.39
31.03.20 49800 0.39
6 Ashish Kacholia 0 0 01.04.19 14.02.20 10000 Purchase through Open Market 10000 0.08
28.02.20 38567 48567 0.38
31.03.20 48567 0.38
7 Neepa K. Shah 0 0.00 01.04.19 14.06.19 31.12.19 0 44341 (40000) Purchase/ Sale through Open Market 44341 4341 0.34 0.03
14.02.20 40000 44341 0.34
31.03.20 44341 0.34
8 Openxcell Technolabs Pvt. Ltd. 31184 0.48 01.04.19
26.04.19 932 Purchase/ Sale through 32116 0.25
03.05.19 6016 38132 0.29
02.08.19 3121 Open 41253 0.32
18.10.19 4000 Market 45253 0.35
15.11.19 8935 54188 0.42
22.11.19 200 54388 0.42
28.02.20 (10216) 44172 0.34
31.03.20 44172 0.34
9 Kamlesh Navinchandra Shah 16600 0.26 01.04.19
14.06.19 22900 Purchase/ Sale through 39500 0.31
31.12.19 (35000) 4500 0.03
14.02.20 35000 Open Market 39500 0.31
31.03.20 39500 0.31
10 Dhanwada Kiran S . 11175 0.17 01.04.19
06.05.19 2965 Purchase/ Sale through 14140 0.11
20.05.19 5860 20000 0.15
27.09.19 2255 Open Market 22255 0.17
27.11.19 11134 33389 0.26
31.03.20 33389 0.26
11 Banco Products India Limited 132700 2.04 01.04.19
17.05.19 (1500) 131200 1.0146
27.09.19 (50608) 80592 0.6232
11.10.19 (5543) 75049 0.5804
18.10.19 (4516) Sale through 70533 0.5455
25.10.19 (14110) Open Market 56423 0.4363
01.11.19 (3530) 52893 0.4090
08.11.19 (37748) 15145 0.1171
15.11.19 (15145) 0 0.0000
31.03.20 0 0.00
12 IIFL Securities Limited 67241 1.03 01.04.19
26.04.19 25 67266 0.5202
03.05.19 (25) 67241 0.5200
31.05.19 190 67431 0.5215
07.06.19 (190) 67241 0.5200
16.08.19 (67216) 25 0.0002
23.08.19 75 100 0.0008
18.10.19 (50) 50 0.0004
25.10.19 200 250 0.0019
01.11.19 (150) 100 0.0008
08.11.19 (82) Purchase/ Sale through 18 0.0001
15.11.19 (17) 1 0.0000
31.12.19 549 Open Market 550 0.0043
10.01.20 (490) 60 0.0005
17.01.20 (55) 5 0.0000
24.01.20 26 31 0.0002
31.01.20 (27) 4 0.0000
28.02.20 115 119 0.0009
27.03.20 1881 2000 0.0155
31.03.20 (2000) 0 0.0000
0 0.0000
13 Purshottam Karsandasji Tank 31700 0.49 01.04.19
15.11.19 (5033) Sale through 26667 0.2062
22.11.19 (7828) Open Market 18839 0.1457
29.11.19 (18839) 0 0.0000
31.03.20 0 0.00

(iii) Shareholding of Directors and Key Managerial Personnel (KMP):

Shareholding of Promoter Group at the beginning of the year

Date / Benpos Increase/ (Decrease) Reason

Cumulative Shareholding

Sr. No. Name No. of Shares % of total Shares of co. date in share- holding No. of Shares % of total Shares of co.
1 Himanshu Patel 10000 0.15 01.04.19 -
(Equity) (Equity)
18.12.19 3585707 Allotment
(Equity) pursuant to
Scheme of
Arrangement
696254
(Preference)
31.03.20 - - 3595707 27.81
(Equity) (Equity)
696254 37.13
(Preference) (Preference)
2 Aalap Patel 10000 0.15 01.04.19 -
(Equity) (Equity)
18.12.19 178833 Allotment
(Equity) pursuant to
34725 Scheme of
(Preference) Arrangement
31.03.20 - 188833 1.46
(Equity) (Equity)
34725 1.85
(Preference) (Preference)
3 Nilesh Patel 10000 0.15 01.04.19 -
(Equity) (Equity)
18.12.19 3629127 Allotment
(Equity) pursuant to
704685 Scheme of
(Preference) Arrangement
31.03.20 - 3639127 28.14
(Equity) (Equity)
704685 37.58
(Preference) (Preference)
4 Harsh Patel 10290 0.16 01.04.19 -
(Equity) (Equity)
18.12.19 1849290 Allotment
(Equity) pursuant to
359086 Scheme of
(Preference) Arrangement
31.03.20 - 1859580 14.38
(Equity) (Equity)
359086 19.15
(Preference) (Preference)
5 Vijayanti Punjabi - - 01.04.19 -
31.03.20 - Nil movement - -
during the year
6 Yatish Parekh - - 01.04.19 -
31.03.20 - Nil movement - -
during the year
7 Sandeep Randery - - 01.04.19 -
31.03.20 - Nil movement - -
during the year
8 Jayesh Shah - - 01.04.19 -
31.03.20 - Nil movement - -
during the period
9 Dhwani Shah 10 0.0001 01.04.19
Company Secretary 18.12.19 4 Allotment pursuant
to Scheme of
Arrangement -
fractional shares
31.03.20 - 14 0.0001
10 Suryakant Dave 0 0 01.04.19
Chief Financial Officer (29.07.19 to 31.03.20) - 31.03.20 - Nil movement during the period 0 0.000

V. INDEBTEDNESS

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 6973.67 1536.45 - 8510.12
ii) Interest due but not over due 9.08 23.21 - 32.29
iii) Interest accrued but not due - - -
Total (i+ii+iii) 6982.75 1559.66 - 8542.41
Change in Indebtedness during the financial year
• Addition 761.67 2617.46 - 3379.13
• Reduction 1812.30 3380.79 - 5193.09
Net Movement in Interest due but not overdue (Note) 25.49 50.13 75.62
Net Change (1025.14) (713.20) - (1738.34)
Indebtedness at the end of the financial year
i) Principal Amount 5923.05 773.12 - 6696.17
ii) Interest due but not over due 34.57 73.33 - 107.90
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 5957.61 846.45 - 6804.07

Note: The indebtedness does not include the financial liability portion of Rs. 3022.40lakhs of 9.5% Redeemable Preference Shares computed under applicable accounting standards.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director (MD) and Whole-time Director (WTD): (Rs.in lakhs)

Name of MD/ WTD/ Manager

Sr. no.Particulars of Remuneration Himanshu Patel (MD) Aalap Patel (WTD) Total
1. Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 79.99 40.11 120.10
(b) Value of perquisites under Section 17(2) of the Income-tax Act 1961 - - -
(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act 1961 - - -
2. Stock Options - - -
3. Sweat Equity - - -
4. Commission as % of profit 54.18 - 54.18
5. Others - - -
Total (A) 134.17 40.11 174.28
Ceiling as per the Act 595.94

* The Remuneration to the Managing Director(s) and the Whole time Director(s) has beenpaid in accordance with the provisions of Section 198 of the Companies Act 2013 read withSchedule V to the Act and the Rules made there under.

B. Remuneration to Non-Executive and Independent Directors

The Non-Executive Directors do not receive any remuneration except remuneration paid toMr. Nilesh Patel and Mr. Harsh Patel from HLE Engineers Private Limited and sitting feesof Rs. 15000 per Board Meeting of the Company attended by them. The details of thesitting fees paid to the Non-Executive Directors for attending the Board Meetings havebeen disclosed in this Report. The sitting fees paid to the Non-Executive Directors forattending the Board Meetings are within the limits specified by the Companies Act 2013.Except as stated above and elsewhere in this Report the Non-Executive Directors do nothave any other pecuniary relationship with the Company.

(Rs.in lakhs)
Sr. no. Particulars of Remuneration Name of Directors Total
1. Independent Directors Vijayanti Punjabi Yatish Parekh Sandeep Randery Jayesh Shah
Fee for attending board/ committee meetings 0.60 0.45 0.60 0.30
Independent Directors Mahesh Kabutarwala#
Fee for attending board/ committee meetings 0 1.95
2. Other Non-Executive Directors Nilesh Patel Harsh Patel Sudarshan Amin*
Fee for attending board/ committee meetings 0.60 0.60 0 1.20
Total (B) = (1+2) 3.15

C. Remuneration to Key Managerial Personnel Other Than Manager/ WTD

Key Managerial Personnel

Sr. no. Particulars of Remuneration Company Secretary Dhwani Chief Financial Officer Suryakant Dave Total Amount
Shah (27.07.19 to 31.03.20)
1. Gross salary
(a) Salary as per provisions contained in Section 17(1) of the 6.83 20.83 27.66
Income-tax Act1961
(b) Value of perquisites under Section 17(2) of the Income-tax Act1961 - - -
(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act 1961 - - -
2. Stock Options - - -
3. Sweat Equity - - -
4. Commission - - -
5. Bonus 0.11 0.52 0.63
Total 6.94 21.36 28.30

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act 2013 Brief Description Details of Penalty / Punishment/Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any
A. COMPANY
Penalty -- None --
Punishment
Compounding
B. DIRECTORS
Penalty -- None --
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty -- None --
Punishment
Compounding

By the Order of the Board of

HLE Glascoat Limited

(formerly Swiss Glascoat Equipments Limited)

Sd/-

Mr. Himanshu Patel

Chairperson and Managing Director

(DIN: 00202312)

Date : 20th June 2020

.