Dear Members,
Your Board of directors has the pleasure of presenting it's report as a
part of the 34th Annual Report of your Company ("the Company" or
"HSCL"), together with the Audited Financial Statements (Standalone and
Consolidated) and the Auditors' Report thereon for the financial year ended 31 March 2022.
1. Financial Highlights
The financial results of the Company for the financial year ended 31
March 2022 are summarised below:
Amount in Rs Lakhs
Sl. |
|
Standalone |
Consolidated |
No. |
Particulars |
2021-22 |
2020-21 |
2021-22 |
2020-21 |
I. |
Revenue from operations |
279,131.40 |
167,945.80 |
279,131.77 |
167,945.80 |
II. |
Other income |
721.60 |
1,382.59 |
722.16 |
1,404.66 |
III. |
Total income (I + II) |
279,853.00 |
169,328.39 |
279,853.93 |
169,350.46 |
IV. |
Expenses |
|
|
|
|
|
Cost of materials consumed |
239,179.74 |
115,646.45 |
238,453.82 |
108,208.81 |
|
Changes in inventories of finished goods and work-in-progress |
(14,177.78) |
8,362.45 |
(13,967.65) |
15,182.91 |
|
Employee benefits expense |
8,015.65 |
7,551.05 |
8,076.66 |
7,611.14 |
|
Finance costs |
3,504.05 |
3,321.17 |
3,561.86 |
3,343.43 |
|
Depreciation and amortisation expense |
4,663.40 |
4,421.95 |
4,954.76 |
4,697.42 |
|
Other expenses |
30,721.42 |
23,628.64 |
30,962.89 |
23,850.62 |
|
Total expenses (IV) |
271,906.48 |
162,931.71 |
272,042.34 |
162,894.33 |
V. |
Profit before exceptional items and tax (III-IV) |
7,946.52 |
6,396.68 |
7,811.59 |
6,456.13 |
VI. |
Exceptional Items |
- |
- |
(2,465.06) |
- |
VII. |
Profit before tax (V-VI) |
7,946.52 |
6,396.68 |
5,346.53 |
6,456.13 |
VIII. |
Tax expenses |
|
|
|
|
|
Current tax |
1,388.57 |
1,184.06 |
1,389.29 |
1,184.06 |
|
Deferred tax |
51.76 |
545.45 |
51.76 |
545.45 |
IX. |
Profit for the year (VM-VIM) |
6,506.19 |
4,667.17 |
3,905.48 |
4,726.62 |
2. Performance Highlights
i) Financial Performance - Standalone
The Company achieved total Revenue from Operations of Rs 279,131.40
lakhs for the year ended 31 March 2022 as against Rs 167,945.80 lakhs for the year ended
31 March 2021 representing an increase of 66.2% because of increase in volume and average
realisation. The earnings before interest, taxes, depreciation, and amortisation
('EBITDA') for the year, excluding the effect of foreign exchange fluctuation loss/ (gain)
and other income was Rs 16,159.31 lakhs as compared to Rs 12,75721 lakhs for the previous
year. EBITDA for the year increased by 26.7% due to increase in average realisation,
capacity utilisation and operational efficiencies. During the financial year 2021-22, the
Company earned a profit after tax of Rs 6,506.19 lakhs as compared to Rs 4,66717 lakhs in
the previous year.
ii) Financial Performance - Consolidated
On consolidated basis, the total revenue from operations in the
financial year 202122 increased by 66.2% to Rs 279,131.77 lakhs from Rs 167,945.80 lakhs
in the previous year. EBITDA for the year, excluding the effect of foreign exchange
fluctuation loss/ (gain) and other income, was Rs 16,28713 lakhs as compared to Rs
13,092.32 lakhs for the previous year. EBITDA for the year increased by 24.4% due to
increase in average realisation, capacity utilisation and operational efficiencies. During
the financial year 2021-22, the Company earned a profit after tax of Rs 3,905.48 lakhs as
compared to Rs 4,726.62 lakhs in the previous year.
3. Dividend
In terms of Dividend Distribution Policy of the Company, the Board of
Directors of the Company ('the Board') has recommended a dividend of ' 0.20 per equity
share having face value of Rs 1/- each (i.e. @20%) per Equity Share on 419,339,650 equity
shares of face value Rs 1/- each for the financial year ended 31 March 2022 (Dividend for
financial year 2020-21 @ Rs 0.15/- per equity share on 418,965,278 equity shares of Rs 1/-
each) out of its' current profits, subject to the approval of Members at the ensuing
Annual General Meeting (hereinafter referred to as 'AGM') of the Company The Dividend
payout during the financial year ended 31 March 2022 was Rs 628.45 lakhs (previous year:
Rs 628.21 lakhs). The Dividend Distribution Policy has been available on the website of
the Company at www.himadri.com at the link. https://www.
himadri.com/pdf/corporate_governance/ dividend_distribution_policy.pdf Pursuant to the
Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by
a Company shall be taxable in the hands of the shareholders w.e.f. 1 April 2020.
Accordingly, in compliance with the said provisions, your Company shall make the payment
of dividend after necessary deduction of tax at source at the prescribed rates, wherever
applicable. For the prescribed rates for various categories, the shareholders are
requested to refer to the Finance Act, 2020 and amendments thereof.
The Register of Members and Share Transfer Books of the Company will
remain closed for the purpose of payment of dividend for the financial year ended 31 March
2022 and the AGM. Book closure date has been indicated in the notice convening AGM.
4. Reserves and Surplus
During the current financial year, the Company has not transferred any
amount to the General Reserve.
5. Subsidiaries
The Company has two subsidiary Companies 1) AAT Global Limited
("AAT") in Hong Kong in which the Company holds 100% equity, 2) Shandong Dawn
Himadri Chemical Industry Limited ("SDHCIL") in China, in which the Company
holds 94% equity through its wholly owned subsidiary Company, AAT Global Limited. During
the financial year 2020-21 and 2021-22, AAT Global Limited was material subsidiary
pursuant to Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations'). The Company has formulated a policy
for determining material subsidiaries. The policy is available on the website of the
Company at https://www.himadri.com/pdf/corporate_
governance/policy_for_determining_material_ subsidiary.pdf
A report on the performance and financial position of each of the
subsidiaries as per provisions of sub section (3) of Section 129 of the Companies Act,
2013 ("Act") read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1
is annexed to this report as Annexure I.
Further, pursuant to the provisions of Section 136 of the Act, the
standalone and consolidated financial statements of the Company for the financial year
ended 31 March 2022, along with relevant documents and separate audited financial
statements in respect of subsidiaries, are available on the website of the Company
www.himadri.com
Names of Companies which become or ceased to be its
Subsidiaries, Joint Ventures or Associates
No Company has become or ceased to be a subsidiary or joint venture or
associates of the Company during this financial year.
6. Consolidated Financial Statements
The consolidated financial statements of the Company for the year ended
31 March 2022, have been prepared in accordance with the Indian Accounting Standards (IND
AS) 110 - "Consolidated Financial Statements" as notified by Ministry of
Corporate Affairs and as per the general instructions for preparation of consolidated
financial statements given in Schedule III and other applicable provisions of the Act, and
in compliance with the SEBI Listing Regulations. The financial statements of the
subsidiaries and the related detailed information will be made available to the
shareholders of the Company seeking such information.
The Audited Consolidated Financial Statements along with the Auditors'
Report thereon forms part of the Annual Report.
7. Windmills
During the financial year 2021-22, the windmills at Dhule in
Maharashtra generated 26,14,719 kwh units of wind energy as compared to 9,15,579 kwh units
in the previous year. The revenue generated by the windmills for the year remained at Rs
65.89 lakhs as compared to Rs 23.07 lakhs in previous year. The revenue increased due to
more unit generation.
8. Working Capital
The Company continues to enjoy working capital facilities under
multiple banking arrangements with various banks including Axis Bank Limited, Bank of
Baroda, Citi Bank N.A., DBS Bank India Limited, The Federal Bank Limited, HDFC Bank
Limited, The Hongkong and Shanghai Banking Corporation Limited, ICICI Bank Limited, IDFC
First Bank Limited, IndusInd Bank Limited, Kotak Mahindra Bank Limited, RBL Bank Limited,
Standard Chartered Bank, State Bank of India and Yes Bank Limited. The Company has been
regular in servicing these debts.
9. Credit Rating
The Company has obtained Credit Rating of its various credit facilities
and instruments
from ICRA Limited and CARE Ratings Limited. The details about the
rating assigned by the agencies are clearly elaborated in the Corporate Governance Report
forming part of the Board's Report.
10. Capital Expenditure
During the financial year 2021-22, the Company incurred capital
expenditure on account of addition to fixed assets aggregating to Rs 2,316.01 lakhs
(including capital work in-progress and capital advances).
11. Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152(6) of the Act, the members of
the Company at the 33rd Annual General Meeting (AGM) held on 29 September,
2021, re-appointed Mr Anurag Choudhary (DIN: 00173934) and Mr. Amit Choudhary (DIN:
00152358) who were liable to retire by rotation.
Further, Mr Santosh Kumar Agrawala (DIN: 00364962) has been
re-appointed as Independent Director of the Company for the second term of five
consecutive years w.e.f 14.11.2021 by means of passing Special Resolution of the members
at the 33rd AGM of the Company. During the year under review, the Board of
Directors of the Company (based on the recommendation of the Nomination & Remuneration
Committee) had appointed Mr. Girish Paman Vanvari (DIN: 07376482) and Mr. Gopal Ajay
Malpani (DIN: 02043728) as Independent Directors of the Company for a term of 5 (five)
consecutive years w.e.f. 22 June 2021 and 13 August 2021 respectively. The said
appointments were approved by the Shareholders of the Company with overwhelming majority
at the 33rd AGM of the Company.
Changes in Board Composition
During the financial year 2021-22, Mr Hanuman Mal Choraria (DIN:
00018375), Independent Director, had demised on 26 April 2021. Your Board of directors'
places on record its sincere appreciation for the services rendered by him.
Mr. Bankey Lal Choudhary (DIN: 00173792), Mr. Vijay Kumar Choudhary
(DIN: 00173858) and Mr Tushar Choudhary (DIN: 00174003) Executive Directors have resigned
from the Directorship of the Company with effect from 08 July 2022 due to personal reason.
Your Board of Directors' places on record its sincere appreciation for the services
rendered by them.
Further Mr. Hardip Singh Mann (DIN: 00104948) and Ms. Sucharita Basu De
(DIN: 06921540) Independent Directors have resigned from the Directorship of the Company
with effect from 08 July 2022. Mr. Mann and Ms Basu informed that their resignations were
purely on account of personal reasons. They have also confirmed that there are no other
material reasons attributable / connected with the Company for their resignation. The
Board places on record its deep appreciation for the contributions of Mr. Hardip Singh
Mann and Ms. Sucharita Basu De during their tenure as Independent Directors of the
Company. Further on 8 July 2022, it was informed to the Board of Directors that the
Promoters of the Company have inter-se entered into a Family Settlement Agreement
("FSA") which has been entered into between the SSC Family and BLC Family.
SSC Family comprises of Mr Shyam Sundar Choudhary, Mr Anurag
Choudhary and Mr Amit Choudhary
BLC Family comprises of Mr. Bankey Lal Choudhary, Mr Vijay Kumar
Choudhary and Mr. Tushar Choudhary
By virtue of the FSA, BLC Family have:
i. ceased to hold any right in the management and/or control in the
Company;
ii. also submitted request / application under Regulation 31A of SEBI
Listing Regulations to re-classify themselves from promoter and promoter group to public
category; and
Pursuant to the realignment, the SSC Family, led by Mr Anurag
Choudhary, the Managing Director and CEO of the Company will continue to hold the sole
rights of management and control in the Company.
Director retiring by rotation
Mr Shyam Sundar Choudhary (DIN: 00173732), Executive Director retires
from the Board by rotation and being eligible and offers himself for re-appointment. The
Board of Directors recommends the said reappointment. Resume and other information
regarding aforementioned Director seeking re-appointment as required under Regulation 36
of the Listing Regulations and SS-2 on General Meetings shall be given in the Notice
convening the ensuing AGM. None of the Directors of your Company is disqualified under the
provisions of Section 164(2) of the Act. A certificate dated 20 July 2022 received from
Mehta & Mehta, firm of Practising Company Secretaries, certifying that none of the
Directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as directors of Companies by Securities and Exchange Board of
India ("SEBI")/Ministry of Corporate Affairs or any such statutory authority is
annexed to the Corporate Governance Report.
During the financial year 2021-22, the constitution of the Board
complies with the requirements of the Act and the SEBI Listing Regulations.
Further, the brief resume and other details relating to the Directors,
who are to be appointed / re-appointed as stipulated under Regulation 36(3) of the SEBI
Listing Regulations and Secretarial Standard 2 ("SS-2"), are provided in the
Notice of Annual General Meeting forming part of the Annual Report.
Mr Santanu Chatterjee, Senior Vice President, HR, and Administration
and designated as Key Managerial Personnel (KMP) of the Company, demised on 20 May 2021.
Your Board of Directors' places on record their sincere appreciation for the services
rendered by Mr. Chatterjee. Mr Kunal Mukherjee, Assistant Vice President; HR has been
designated as Key Managerial Personnel (KMP) of the Company w.e.f. 13 August 2021. Except
as stated above in this Para, there were no other changes in Key Managerial Personnel of
your Company during the financial year 2021-22.
Details pertaining to the remuneration of KMPs employed during the year
have been provided in the Annual Return.
Further, based on the recommendation of the Nomination &
Remuneration Committee, the Board of Directors of the Company at its meeting held on 21
July 2022 has approved the appointment of Mr. Anurag Choudhary, Managing Director &
CEO as the Chairman of the Board of Directors of the Company. While considering the said
appointment as the Chairman, the Board has considered the benefits of integrating the
duties of Chairperson and Managing Director and also considered the leadership qualities,
industrial achievements, skill set, career trajectory of Mr. Anurag Choudhary and also his
incomparable know how of the Indian Chemical Industry and his recognition of the same in
the Industry.
During the year under review none of the Directors of the Company are
disqualified as per the applicable provisions of the Act.
12. Meetings of the Board
The Board met 10 (Ten) times during the financial year 2021-22. The
dates of meetings of the Board and its Committees and attendance of each of the Directors
thereat are provided separately in the Corporate Governance Report.
MCA vide its circular dated 03 May 2021 extended the maximum stipulated
time gap of 120 days to 180 days between two board meetings, held for first two quarters
of FY 2021-22, i.e. till 30 September 2021, owing to the Covid-19 pandemic.
The maximum gap between two Board meetings held during the year was not
more than 120 days.
13. Declaration from Independent Directors
During the financial year 2021-22, all the Independent Directors of the
Company have given necessary declarations regarding their Independence to the Board as
stipulated in Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and 25(8)
of the SEBI Listing Regulations.
In the opinion of the Board, all the Independent Directors fulfil the
conditions specified in the Act with regard to integrity, expertise, and experience
(including the proficiency) of an Independent Director and are independent of the
management.
14. Material Changes and commitments affecting the financial position
of the Company & Change in nature of business
There were no material changes and commitments that occurred after the
close of the year till the date of this Report, which affect the financial position of the
Company.
During the year under review, there was no change in the nature of the
business of the Company.
15. Directors? Responsibility Statement
Based on internal financial controls, work performed by the Internal
Auditors, Statutory Cost and Secretarial Auditors, the reviews performed by the
management, with the concurrence of the Audit Committee, pursuant to Section 134(3)(C)
read with Section 134(5) of the Act and as per Schedule II Part C(A)(4)(a) of the SEBI
Listing Regulations, the Board states the following for the year ended 31 March 2022:
a. In the preparation of the annual accounts for the year ended 31
March 2022, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b. The Directors have selected suitable accounting policies and applied
them consistently and made judgments and estimates that were reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year under review;
c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. The Directors had prepared the annual accounts on a going-concern
basis;
e. The Directors had laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and are
operating effectively; and
f The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
16. Nomination & Remuneration Policy
Pursuant to the provisions of Section 178 of the Act, and in terms of
Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company
has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and
Senior Management which also provides for the diversity of the Board and provides the
mechanism for performance evaluation of the Directors and the said policy was amended from
time to time and may be accessed on the Company's website at the following link:
https://www.himad ri.com/pdf/corporate_ governance/nomination_remuneration_policy_
june2018.pdf
17. Loans, Investments and Guarantee
The Company has not given any loans, guarantees or securities during
the year that would attract provisions of Section 185 of the Act. The Company has complied
with the provisions of Section 186 of the Act with respect to investments made and loans
given. The Company has not provided any guarantees or security under the provisions of
Section 186 of the Act. The details of loans granted, guarantees given, and investments
made during the year under review, covered under the provisions of Section 186 of the Act,
are provided in the notes to the financial statements of the Company forming part of this
Annual Report.
18. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on 31 March 2022 is available on the website of the Company at the link
https://www.himadri.com/ pdf/annual-return-in-form-mgt-7-for-the-fy- 2021%E2%80%932022.pdf
The annual return uploaded on the website is a draft in nature and the
final annual return shall be uploaded at the same link in the website of the Company.
19. Particulars of Remuneration of Managerial Personnel and Employees
and related disclosure
Disclosures pertaining to remuneration and other details as required
under Section 197(12), read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are given in Annexure II enclosed hereto and forms part of this
report. In accordance with the provisions of the aforementioned section, the names and
other particulars of employees drawing remuneration in excess of the limits set out in the
aforesaid rules form part of this Report. However, in line with the provisions of Section
136(1) of the Act, the Report and Accounts as set out therein, are being sent to all
Members of your Company, excluding the aforesaid information. Any Member, who is
interested in obtaining these particulars, may write to the Company Secretary.
20. Risk Management (Risk Assessment and Minimisation Procedure)
The Company has a Policy on Risk Management
(Risk Assessment and Minimisation Procedure) to identify various kinds
of risks in the business of the Company. The Board and the Senior Management review the
policy from time to time and take adequate steps to minimise the risk in business. There
are no such risks, which, in the opinion of the Board, threaten the existence of your
Company. However, some of the risks which are inherent in business and the type of
industry in which it operates are elaborately described in the Management Discussion and
Analysis forming part of this Report.
21. Employee Stock Option Plan (ESOP)
Your Company has adopted the Himadri Employee Stock Option Plan
("ESOP 2016") for granting of options to eligible employees of your Company as
approved by the Members of your Company at the 28th Annual General Meeting held
on 24 September 2016. The applicable disclosures as required under the SEBI Guidelines as
amended and the details of stock options as at 31 March 2022 under the ESOP 2016 are set
out in the report as Annexure III and the same forms part of this Report.
22. Auditors and Auditors? Report Statutory Auditors
M/s B S R & Co. LLP, Chartered Accountants, (Firm Registration No.
101248W/W-100022) the Statutory Auditors of the Company were re-appointed at the 29th
AGM held on 22 September 2017 for second term of five years from the conclusion of the 29th
AGM till the conclusion of the 34th AGM to be held for the financial year
2021-22.
The Report given by M/s B S R & Co. LLP, Chartered Accountants on
the financial statements of the Company for the financial year 2021-22 is part of the
Annual Report and there is no qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Reports. The Auditors of the Company have not reported any
fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of
Directors based on the recommendation of the Audit Committee appointed M/s Arun Kumar
Maitra & Co, Practising Company Secretaries (C.P. No.: 14490), to conduct Secretarial
Audit for the financial year 2021-22. The Secretarial Audit Report, pursuant to Section
204(1) of the Act for the financial year ended 31 March 2022 is annexed to this report as
Annexure IV and forms part of this Report.
The Company has undertaken an Annual Secretarial Compliance Audit for
the financial year 2021-22 pursuant to regulation 24A(2) of the SEBI Listing Regulations.
The Annual Secretarial Compliance Report for the financial year ended 31 March 2022 has
been submitted to the Stock Exchanges and the said report may be accessed on the Company's
website at https/www.himadri. com/pdf/stock_exchange_compliance/
secretarial_compliance_report2022.pdf
Cost Auditor
Mr. Sambhu Banerjee, Cost Accountant, the Cost Auditor of the Company
had submitted the Cost Audit Report for the year 2020-21 within the time limit prescribed
under the Act and Rules made thereunder.
During the Period under review, pursuant to Section 148 of the Act read
with the rules framed thereunder, the Board had re-appointed Mr. Sambhu Banerjee, Cost
Accountants, to conduct audit of the cost records of the Company for the financial year
2021-22.
Pursuant to Section 148 of the Act, read with the rules framed
thereunder, the Board of Directors at its meeting held on 21 July 2022, upon the
recommendation of the Audit Committee, re-appointed Mr. Sambhu Banerjee as the Cost
Auditor of the Company to conduct the audit of the cost records of the Company for the
financial year 2022
23. The Company has received necessary consent from Mr. Sambhu Banerjee
to act as the Cost Auditor of the Company for the financial year 2022-23 along with the
certificate confirming that his appointment would be within the applicable limits.
Further, pursuant to Section 148 of the Act, read with the rules framed thereunder, the
remuneration payable to Cost Auditor for the financial year 2022-23 is required to be
ratified by the Members of the Company at the ensuing AGM. Accordingly, an ordinary
resolution seeking approval of members for ratification of payment of remuneration payable
to the Cost Auditor is included in the Notice convening the ensuing AGM of the Company.
23. Maintenance of Cost records
The Company is duly maintaining the cost accounts and records as
specified by the Central Government in compliance of Section 148 of the Act.
24. Vigil Mechanism / Whistle Blower Policy
The Company has formulated a Vigil Mechanism / Whistle Blower Policy in
terms of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations for the
employees to report their grievances / concerns about instances of unethical behavior,
actual or suspected fraud or violation of Company's Code of Conduct by means of protected
disclosure to the Vigilance Officer or the Chairman of the Audit Committee. The Vigil
Mechanism / Whistle Blower Policy may be accessed on the Company's website at https://
www.himadri.com/pdf/corporate governance/ vigil mechanism himadri amended wef18-03-
2020.pdf
25. Conservation of energy, technology absorption and foreign exchange
earnings and outgo Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo for the financial year ended 31 March 2022, as required to be
given pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014, is annexed to this Report as Annexure V.
26. Details in respect of adequacy of Internal Financial Controls with
reference to the financial statements
The Company has laid down adequate internal financial controls and
checks which are effective and operational. The Internal Audit of the Company for
financial year 2021-22 was carried out by M/s S. Jaykishan, Chartered Accountants,
Internal Auditor for all divisions and units of the Company. The Audit Committee regularly
interacts with the Internal Auditors, the Statutory Auditors and senior executives of the
Company responsible for financial management and other affairs. The Audit Committee
evaluates the internal control systems and checks & balances for continuous updation
and improvements therein. The Audit Committee also regularly reviews and monitors the
budgetary control system of the Company as well as system for cost control, financial
controls, accounting controls, physical verification, etc. The Audit Committee regularly
observes that proper internal financial controls are in place including with reference to
financial statements. During the year, such controls were reviewed and no reportable
material weakness was observed.
27. Related Party Transactions
The related party transactions that were entered into by the Company
during the financial year 2021-22, were on arm's length basis. Further, no material
related party transactions were entered into by the Company during the financial year
2021-22. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in
form AOC- 2 is given in Annexure VI forming part of this report.
There have been no materially significant related party transactions
entered into by the Company which may be in conflict with the interests of the Company at
large.
The policy on dealing with Related Party Transactions as approved by
the Board in terms of Regulation 23 of the SEBI Listing Regulations is posted on the
website of the Company.
28. Corporate Social Responsibility (CSR)
The Board in compliance with the provisions of Section 135(1) of the
Act, and rules made thereunder has formulated the CSR Committee and CSR Policy. Further,
the CSR policy has been placed on the website of the Company and can be accessed through
the following link: https:// www.himadri.com/pdf/corporate_governance/
csr-policy-himadri-30-03-2021.pdf During the financial year 2021-22, the Company was
required to spend Rs 386.82 lakhs, the minimum amount to be spend on CSR activity. The
Company has spent Rs 55.61 lakhs during the financial year 2021-22. Accordingly, the
unspent amount for financial year 2021-22 is Rs 331.21 lakhs. The Company has transferred
the unspent amount of Rs 331.21 lakhs to the "Himadri Speciality Chemical Limited
Unspent CSR Account 2022" for the financial year ended 31 March 2022, pursuant to
Section 135(6) of the Act.
The Company's key objective is to make a difference to the lives of the
underprivileged and help them to bring a self-sustaining level. There is a deep commitment
to CSR engagement. The Company has chosen couple of CSR projects such as rural development
project for constructing pukka houses in place of kuccha houses for Economically Weaker
Sections (EWS) of the society in village area surrounding or adjoining to Company's plant
at Mahistikry as well as surrounding villages, setting up of rural electrification
facility, setting up of drainage system, setting up of water supply tanks including
pipeline connectivity to the villages involving a large amount of outlay and same are
under process. Further during the financial year 2021-22 the Company has also chosen Heath
Care Project for Setting up of Nursing Home at Dist. Hooghly by construction of building -
facilities of Kidney dialysis, eye testing, spectacles distribution, medicine
distribution, Ayurvedic,
naturopathic and homeopathy treatment for the betterment of local
people surrounding the plant at Mahistikry as well as surrounding villages. Setting up the
aforesaid projects requires the substantial amount of involvement of the time and efforts
for planning and its execution.
For this reason, during the financial year, the Company's spending on
the CSR activities has been less than the limits prescribed under the Act.
The Company, through its CSR activities, has always focused on efforts
that can substantially impact the well-being of the disadvantaged segments of the
population. The endeavor is to have a comprehensive approach that is meaningful and with a
long-term focus to ensure scalability. The CSR Committee has been continuously focused on
providing social benefits to the society in its true sense and the shortfall will be added
to the CSR expenditure for the current financial year.
The Annual Report on CSR activities in terms of Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as
Annexure VII forming part of this Report.
29. Annual Evaluation of the performance
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
the Independent Directors at their meeting have evaluated the performance of
Non-Independent Directors after considering the views of the Executive and Non-Executive
Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of
information between the Company's Management and the Board.
Further, the Board, upon recommendation of the Nomination and
Remuneration Committee and as per the criteria and manner provided for the annual
evaluation of each member of the Board and its Committees, has evaluated the performance
of the entire Board, its Committees and individual directors. During the financial year
2021-22 all the members of the Board and its Committees met the criteria of performance
evaluation as set out by the Nomination and Remuneration Committee.
30. Public Deposit
During the financial year 2021-22, the Company has not accepted any
deposits from public within the meaning of Section 73 and Section 74 of the Act, therefore
the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014,
is not applicable to the Company.
31. Significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and Company?s operation in future
There are no significant/ material orders passed by the Regulators / Courts / Tribunals
which would impact the going concern status of the Company and its future operations.
During the year under review, no Corporate Insolvency Resolution application was made, or
proceeding was initiated, by/against the Company under the provisions of the Insolvency
and Bankruptcy Code, 2016 (as amended). Further, no application / proceeding by / against
the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended)
is pending as on 31 March 2022.
32. Transfer of Unclaimed Dividend to Investor Education &
Protection Fund (IEPF)
During the financial year 2021-22, pursuant to provision of Section 124
of the Act, the Company has transferred a sum of Rs 508,301/- to the IEPF, the amount of
dividend which was unclaimed/ unpaid for a period of seven years, declared for the
financial year 2013-14. The Company regularly sends reminder letters to the Shareholders
from time to time for claiming their unpaid dividend.
33. Transfer of Unclaimed Shares to IEPF
During the financial year 2021-22, pursuant to the provisions of
Section 124(6) of the Act, the Company has transferred 233,363 unclaimed shares of 172
shareholders in respect of which dividend has not been paid or claimed for seven
consecutive years or more, to the credit of IEPF
Authority as prescribed in Section 125 of the Act.
The members who have a claim on above dividends and shares may claim
the same from IEPF Authority by submitting an online application in web Form No. IEPF-5
available on the website www.iepf.gov.in and sending a physical copy of the same, to the
Company, along with requisite documents enumerated in the Form IEPF-5. No claims shall lie
against the Company in respect of the dividend / shares so transferred to IEPF.
34. Corporate Governance
In terms of the provisions of Regulation 34(3) of the SEBI Listing
Regulations, the Corporate Governance Report together with a certificate from a Practising
Company Secretary confirming compliance, is annexed herewith and marked as Annexure VIII
forming part of this Report.
35. Management Discussion and Analysis
The Management Discussion and Analysis as required under Schedule V of
the SEBI Listing Regulations forms an integral part of the Annual Report.
36. Business Responsibility Report (BRR)
The Business Responsibility Report (BRR) of the Company for the
financial year ended 31 March 2022 as required pursuant to the Regulation 34(2)(f) of the
SEBI Listing Regulations is annexed herewith and marked as Annexure IX forming part of
this Report and the same is also available at Company's website at www.himadri. com
37. Listing on Stock Exchanges
The Company's 419,339,650 equity shares of Rs 1/- each are listed on
the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company
has paid the listing fee to these stock exchanges, up to date.
38. Dematerialisation of Shares
There were 415,965,296 equity shares of the Company held by the
shareholders in dematerialised form as on 31 March 2022, representing 99.28% of the total
paid-up share capital of the Company consisting of 418,965,278 equity shares of Rs 1/-
each. The Company's equity shares are compulsorily required to be traded in dematerialised
form, therefore, Members are advised to speed up converting the physical shareholding into
dematerialised form through their DP(s).
The Nomination and Remuneration Committee of the Company at its meeting
held on 21 April 2022 has allotted 374,372 equity shares of Rs 1/- each of the Company to
the eligible employees on exercise of options pursuant to "Himadri Employee Stock
Option Plan 2016", at a price of Rs 19/- per share. The Shares were allotted in
dematerialised form. Consequently, the issued and paid up capital of the Company stands
increased to Rs 419,339,650/- consisting of 419,339,650 per equity shares of Rs 1/- each.
39. E-voting facility at AGM
In terms of Regulation 44 of SEBI Listing Regulations and in compliance
with the provisions of Section 108 of the Act read with Rule 20 and other applicable
provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the
items of business specified in the Notice convening the 34th AGM of the Company
shall be transacted through electronic voting system only and for this purpose the Company
is providing e-voting facility to its' Members whose names will appear in the register of
members as on the cut-off date (fixed for the purpose), for exercising their right to vote
by electronic means through the e-voting platform to be provided by National Securities
Depository Limited ("NSDL"). The detailed process and guidelines for e-voting
has been provided in the notice convening the meeting.
40. Internal Complaint Committee
The Company has an Internal Complaint Committee as required to be
formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules made thereunder. The Company has zero
tolerance towards sexual harassment at the workplace and has adopted a policy on
prevention, prohibition, and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder
During the financial year 2021-22, the Committee submitted its Annual
Report as prescribed in the said Act and there was no complaint as regards sexual
harassment received by the Committee during the year.
41. Compliance of Secretarial Standards
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India during the financial year.
42. Disclosure requirements
As per SEBI Listing Regulations, the Corporate Governance Report along
with Certificate on Corporate Governance and the integrated Management Discussion and
Analysis including the Business Responsibility Report are attached herewith, and the same
forms part of this Report. The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems are adequate and operating effectively.
43. Green Initiatives & Acknowledgement
As a responsible corporate citizen, the Company supports the 'Green
Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling
electronic delivery of documents including the Annual Report etc. to Members at their
e-mail address registered with the Depository Participants ("DPs") and RTAs. To
support the 'Green Initiative', Members who have not registered their email addresses are
requested to register the same with the Company's Registrar and Share Transfer Agent
("RTAs")/ Depositories for receiving all communications, including Annual
Report, Notices, Circulars, etc., from the Company electronically.
Pursuant to the MCA Circulars and SEBI Circulars, in view of the
prevailing situation of the Pandemic, owing to the difficulties involved in dispatching of
the physical copies of the Notice of the AGM and the Annual Report of the Company for the
financial year ended 31 March 2022 including therein the Audited Financial Statements for
the financial year 2021-2022, the afore-mentioned documents are being sent only by email
to the Members.
Your directors wish to place on record their sincere appreciation for
the continued support
and cooperation extended to the Company by its bankers, customers,
vendors, suppliers, dealers, investors, business associates, all the stakeholders,
shareholders, debenture holders and various departments of the State and the Central
Government.
The Directors regret the loss of lives due to COVID-19 pandemic, are
deeply grateful, and have immense respect for every person who risked their life and
safety to fight this pandemic. Your directors appreciate and value the contribution made
by every member of Himadri family.
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For and on behalf of the Board |
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|
Sd/- |
Sd/- |
|
Anurag Choudhary |
Shyam Sundar Choudhary |
|
Chairman cum Managing Director & |
Executive Director |
Place: Kolkata |
Chief Executive Officer |
(DIN: 00173732) |
Date: 21 July 2022 |
(DIN: 00173934) |
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