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Himadri Speciality Chemical

BSE: 500184|NSE: HSCL|ISIN: INE019C01026|SECTOR: Chemicals
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Directors Report Year End : Mar '18    Mar 17

BOARD’S REPORT

Dear Shareholders,

The Directors are pleased to present the 30th Annual Report of your Company, together with the Audited Financial Statements and the Auditors'' Report thereon for the financial year ended 31 March 2018.

1. FINANCIAL RESULTS

The financial results of the Company for the financial year ended 31 March 2018 are summarized below:

Amount in Rs, Lakhs

Sl.

No.

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

I.

Revenue from operations

202,152.30

147,125.42

207,184.68

149,008.82

II.

Other income

776.73

789.87

1,225.95

583.70

III.

Total income (I II)

202,929.03

147,915.29

208,410.63

149,592.52

IV.

Expenses

Cost of materials consumed

133,249.40

88,052.80

137,370.32

87,458.98

Changes in inventories of finished goods and work-in-progress

(771.63)

645.87

(845.30)

703.09

Excise duty

5,034.56

14,708.21

5,034.56

14,708.21

Employee benefits expense

4,663.10

3,585.39

4,839.16

3,730.54

Finance costs

7,042.98

8,047.45

7,044.87

8,157.74

Depreciation and Amortization expense

3,141.42

3,097.36

3,323.24

3,278.14

Other expenses

14,976.70

17,438.08

15,546.86

19,089.24

Total expenses (IV)

167,336.53

135,575.16

172,313.71

137,125.94

V.

Profit before tax (III-IV)

35,592.50

12,340.13

36,096.92

12,466.58

VI.

Tax expenses

Current tax

7,609.88

2,644.45

7,612.00

2,644.45

Deferred tax

3,725.16

1,578.31

3,725.16

1,578.31

VII.

Profit for the year (V-VI)

24,257.46

8,117.37

24,759.76

8,243.82

2. performance highlights

i) Financial Performance - Standalone

The Company achieved total Revenue from Operations of Rs, 202,152.30 lakhs for the year ended 31 March 2018 as against Rs, 147,125.42 lakhs for the year ended 31 March 2017 represented an increase of 37.40% on account of increased volume, improved product mix and better realizations. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income was Rs, 45,000.17 lakhs as compared to Rs, 24,697.96 lakhs for the previous year EBITDA for the year is increased by 82.20% due to increased contribution, higher utilization of capacities and operational efficiencies. During the financial year 2017 18, the Company earned a profit after tax of Rs, 24,257.46 lakhs as compared to Rs, 8,117.37 lakhs in the previous year.

ii) Financial Performance - Consolidated

On consolidated basis, the total revenue from operations in the financial year 2017-18 increased by 39.04% to Rs, 207,184.68 lakhs from Rs, 149,008.82 lakhs in the previous year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income, was Rs, 45,239.08 lakhs as compared to Rs, 26,131.09 lakhs for the previous year. EBITDA for the year is increased by 73.12% due to increased contribution, higher utilization of capacities and operational efficiencies. During the financial year 2017-18, the Company earned a profit after tax of Rs, 24,759.76 lakhs as compared to Rs, 8,243.82 lakhs in the previous year

3. REDEMPTION OF DEBENTURE

The Company, on 28 June 2010, had issued

1,000 9.60% Redeemable Non-Convertible Debentures of face value of Rs, 1,000,000 each aggregating Rs, 10,000 lakhs to be redeemed at par at the end of 10 years from the date of allotment on private placement basis to ICICI Bank Limited. These debentures, as per terms of the issue, are redeemable at par on or after 7 years from the date of allotment, at the option of the either party. During the current year, the debenture holder has exercised its put option of redemption and accordingly these Non Convertible Debentures have been fully repaid on 28 June 2017.

4. DEBENTURE REDEMPTION RESERVE (DRR)

In terms of Section 71(4) of the Companies Act, 2013 the Company has transferred a sum of Rs,428.56 lakhs (previous year: Rs, 678.56 lakhs) to the credit of Debenture Redemption Reserve out of its current profits for the purpose of redemption of Non-Convertible Debentures issued by the Company.

5. DIVIDEND

The Board is pleased to recommend a Dividend of 10% (Rs, 0.10 per share) on 418,407,867 equity shares of Rs, 1/- each for the financial year 2017-18 out of its current profits, subject to the approval of Members at the ensuing Annual General Meeting of your Company. The Dividend payout (including corporate dividend tax) will be Rs, 504.41 lakhs (previous year: Rs, 503.59 lakhs).

6. SUBSIDIARIES

The Company has an unlisted non-material wholly owned Indian subsidiary Company, Equal Commodeal Private Limited (''ECPL''). The Company also has two step down subsidiary Companies 1) AAT Global Limited in Hong Kong in which the Company holds 100% equity through its wholly owned Indian Subsidiary, 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.

A report on the performance and financial position of each of the aforementioned subsidiaries as per provisions of sub section (3) of Section 129 of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed to the Annual Report and hence not repeated here for the sake of brevity.

During the financial year 2017-18, no Company has become or ceased to be a subsidiary, joint venture or associate of the Company

7. CONSOLIDATED FINANCIAL STATEMENTS

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 instruction for preparation of consolidated financial statements given in Schedule III of the Companies Act, 2013 and in compliance with the SEBI Listing Regulations, the Company has prepared Consolidated Financial Statements. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of the Annual Report.

8. WINDMILLS

During the financial year 2017-18, the performance of the windmills at Dhule in Maharashtra remained satisfactory and it generated 3,139,620 kwh units of wind energy as compared to 3,646,615 kwh units in the previous year. The revenue generated by the windmills for the year remained at Rs, 160.24 lakhs as compared to Rs, 180.74 lakhs in previous year

9. WORKING CAPITAL

The Company continued to enjoy working capital facilities under multiple banking arrangements including State Bank of India, Central Bank of India, ICICI Bank,Citibank N.A., Axis Bank Ltd, Yes Bank Ltd, IndusInd Bank Ltd, Union Bank of India, IDBI Bank Ltd, Bank of Baroda, Standard Chartered Bank, IDFC Bank, HDFC Bank, HSBC Bank, Kotak Mahindra Bank and RBL Bank Ltd. The Company has been regular in servicing these debts.

10. REVISION OF CREDIT RATING

The Credit Analysis & Research Ltd (CARE) has revised the rating assigned to the Company''s various credit facilities and debt instruments during the financial year 2017-18 and those are as follows:

Facilities Rating

Long-term Bank Facilities

CARE A ; Stable (Single A Plus; Outlook Stable)

Short-term Bank Facilities

CARE A1 (A One Plus)

Non-Convertible

Debentures

CARE A ; Stable (Single A Plus; Outlook Stable)

Commercial Paper

CARE A1 (A One Plus)

11. CAPITAL EXPENDITURE

During the financial year 2017-18, the Company incurred capital expenditure on account of addition to fixed assets aggregating to Rs, 5,205.17 lakhs (including Capital work-in-progress and capital advances).

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. Shyam Sundar Choudhary (DIN: 00173732), the Executive Director of the Company will retire from the office by rotation, and being eligible, offer himself for re-appointment.

During the financial year, Mr. Santosh Kumar Agrawala (DIN: 00364962) and Mr. Suryakant Balkrishna Mainak (DIN: 02531129) have been appointed as Independent Directors by means of passing Special resolutions at the last Annual General Meeting of the Company.

During the financial year, Mr Vijay Kumar Choudhary (DIN: 00173858) has been reappointed as Whole-time Director by means of passing a Special resolution at the last Annual General Meeting of the Company.

The Board met 5 (Five) times during the financial year 2017-18 with the maximum time gap not exceeding 120 days in between two consecutive meetings.

The constitution of the Board is in compliance with the provisions of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations.

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, are provided in the Notice of Annual General Meeting forming part of the Annual Report.

The number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them are given separately in the attached Corporate Governance Report in terms of Section 134(3)

(b) of the Companies Act, 2013.

During the financial year 2017-18, there was no change in the Key Managerial Personnel of your Company. However, the Board of Directors at its meeting held on 29 May 2018 has expanded the list of Key Managerial Personnel by designating certain senior managerial personnel as KMP.

13. DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given necessary declaration of their independence to the Board as stipulated in Section 149(6) of the Companies Act, 2013 as required in terms of Section 134(3)(d) of the Companies Act, 2013.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

15. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, and as per Schedule II Part C(A)(4)(a) of the SEBI Listing Regulations, your directors confirm that:

a. In the preparation of the annual accounts for the year ended 31 March 2018, the applicable accounting standards have 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 have prepared the annual accounts on a going-concern basis;

e. The Directors have 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 have 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

The Company, pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations, has a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and Senior Management which inter-alia provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said policy was mended from time to time and annexed herewith and marked as Annexure I forming part of this report.

17. LOANS, INVESTMENTS AND GUARANTEE

During the financial year 2017-18, the Company has not given any loans, made investments or provided any guarantee except a loan given of Rs, 2,421.41 lakhs to one of its wholly owned subsidiary Company, Equal Commodeal Private Limited, for its business purpose. However, the details of loans, investments made or guarantee given and subsisting as on the close of the financial year 2017-18 are provided in the notes to the financial statements.

18. ExTRACTS OF THE ANNUAL RETURN

The extract of Annual Return for the financial year ended on 31 March 2018, as required pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form No. MGT-9 is annexed herewith and marked as Annexure II forming part of this report.

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) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are annexed herewith and marked as Annexure III and Annexure IV respectively forming part of this Report.

20. RISK MANAGEMENT (RISK ASSESSMENT AND MINIMIZATION PROCEDURE)

The Company has a Policy on Risk Management (Risk Assessment and Minimization Procedure) to identify various kinds of risk in the business of the Company. The Board and the Senior Management review the policy from time to time and take adequate steps to minimize 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 type of industry in which it operates are elaborately described in the Management Discussion and Analysis forming part of this Report.

21. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls adopted and followed by your Company are adequate and are operating effectively which were reviewed by the Board and Audit Committee from time to time. The Board observed that during the financial year 2017-18, no material or serious observations have been received from the Internal Auditors of your Company regarding inefficiency or inadequacy of such controls.

22. 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 2018 under the ESOP 2016 are set out in the attached Annexure

V and forms part of the report Grant of Options (Second Tranche) under “ESOP 2016

The Nomination and Remuneration Committee at its meeting held on 8 May 2018 has granted further options of 2,695,000 to the eligible employees in second tranche pursuant to Himadri Employee Stock Option Plan (“ESOP 2016”) at an exercise price of Rs, 140/- per share. These options shall vest after 1 year, and are exercisable within a period of five years from the date of grant upon satisfaction of vesting conditions.

23. 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 last Annual General Meeting held on 22 September 2017 for second term of five years commencing from the conclusion of the 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting to be held for the financial year 2021-22, subject to ratification of the appointment at every Annual General Meeting.

In accordance with the Companies (Amendment) Act, 2017 with effect from 7 May 2018, the ratification of appointment of Statutory Auditors at every Annual General Meeting has been done away with, therefore the necessary resolution seeking consent of the members for ratification of appointment of statutory auditors will not be placed at the ensuing Annual General Meeting of the Company

The Auditors'' Report and notes to the financial statements are self-explanatory and therefore do not call for any further explanation.

- Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s MKB & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31 March 2018 is given in Annexure VI attached hereto and forms part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

- Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors at its meeting held on 29 May 2018, and upon recommendation of the Audit Committee, appointed Mr Sambhu Banerjee, Cost Accountant, as Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2018-19. The Company has received necessary consent from Mr Sambhu Banerjee, Cost Accountant, to act as the Cost Auditor of the Company for the financial year 2018-19 along with the certificate confirming that his appointment would be within the limit as applicable.

As required under the Act, the remuneration payable to Cost Auditor is required to be ratified by the Members of the Company at the ensuing Annual General Meeting. Accordingly a Resolution seeking approval of members for ratification of payment of remuneration is included in the Notice convening the Annual General Meeting of the Company.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and as per 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 the link: https://www.himadri.com/pdf/corporate_ governance/policy_on_vigil_mechanism.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 31 March 2018, as required to be given pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure VII forming part of this Report.

26. RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on the Materiality of and Dealing with Related Party Transactions in terms of Regulation 23 of the SEBI Listing Regulations and the said Policy is posted on the Website of the Company and during the financial year 2017-18 there were no transactions with related parties which qualify as material transactions under the SEBI Listing Regulations.

All the Related Party Transactions entered into by the Company during the financial year were in ordinary course of business and on arm''s length basis. There have been no materially significant related party transactions between the Company and its related parties except

Wholly Owned Subsidiaries. The details of the related party transactions are disclosed as per Indian Accounting Standard (IND AS) - 24 and set out in note 40 to the Standalone financial statements forming part of this annual report. The disclosure of material related party transactions entered in the ordinary course of business during the financial year 2017-18 with its wholly owned subsidiary company as required to be made under Section 134(3)(h) read with Section 188 (2) of the Companies Act, 2013 in form AOC-2 is given in Annexure VIII forming the part of this report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board in compliance with the provisions of Section 135(1) of the Companies Act, 2013 and rules made there under has a Committee to be known as CSR Committee constituted by Mr. Santimoy Dey, Independent Non-executive Director, Mr. Sakti Kumar Banerjee, Independent Non-executive Director and Mr. Shyam Sundar Choudhary, Executive Director of the Company as its members. The CSR policy has been placed on the Website of the Company and can be accessed through the link: https://www.himadri. com/pdf/corporate_governance/policy_on_ corporate_social_responsibility.pdf During the financial year 2017-18 the Company was required to expend a sum of Rs, 57.07 lakhs towards CSR expenditure pursuant to Company''s CSR Policy however, the Company could expend a sum of Rs, 33.03 lakhs and there was a shortfall of Rs, 24.04 lakhs.

The Company''s CSR initiatives usually involve setting up the foundation of various programs on a small scale, to get experience from on ground realities and to get feedback from the concerned community, and then putting an enhanced sustainable model to ensure maximum benefit to the community. 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 Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure IX forming part of this report.

28. ANNUAL EVALUATION OF THE MEMBERS OF THE BOARD

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. All the members of the Board and its Committees met the criteria of performance evaluation as set out by the Nomination and Remuneration Committee.

29. PUBLIC DEPOSIT

During the financial year 2017-18, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Companies Act, 2013, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There were no significant and material orders passed by any Regulatory authority or Courts or Tribunals impacting the going concern status and Company''s operation in future, therefore the disclosure under rule 8 (5)(vii) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

31. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

During the financial year 2017-18, the Company pursuant to provision of Section 124 of the Companies Act, 2013 has transferred a sum of Rs, 488,148 to the Investor Education & Protection

Fund, the amount of dividend which was unclaimed/unpaid for a period of seven years for the financial year 2009-10. The Company sends reminder letters to the Shareholders from time to time for claiming their unpaid dividend.

32. TRANSFER OF SHARES TO IEPF

The Company pursuant to the provisions of Section 124(6) of the Companies Act, 2013 has transferred 2,538,240 shares to the credit of IEPF Account of those shareholders whose dividend remained unclaimed for a consecutive period of seven years from the financial year 2008-09.

33. 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 X forming part of this report.

34. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under Schedule V of the SEBI Listing Regulations forms an integral part of this report.

35. COMMITTEE ON BUSINESS RESPONSIBILITY REPORTING

Himadri is deeply committed to growing the business responsibly with a long-term perspective, as well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business, as notified by the Ministry of Corporate Affairs, Government of India, in July 2011.

The Board has constituted a “Business Responsibility Report (BRR) Committee” on 29 May 2018, consisting of 1) Mr. Anurag Choudhary CEO 2) Mr. Kamlesh Kumar Agarwal - CFO

3) Mr. Monojit Mukherjee, Business Head (CBD)

4) Mr. Somesh Satnalika, Senior Vice President (Strategy & Business Development).

Scope of the Committee

- To review the BRR Policy from time to time and to make modifications required if any;

- To monitor the preparation of the BRR Reporting in the format as prescribed by the SEBI;

- To do all other acts and things which are incidental to the BRR Reporting;

The Board shall review the performance of the Committee as well as BRR Policy on annual basis.

36. BUSINESS RESPONSIBILITY REPORT (BRR)

The Business Responsibility Report (BRR) of the Company as required pursuant to the Regulation 34 (f) of the SEBI Listing Regulations, annexed herewith and marked as Annexure XI 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 418,407,867 equity shares of Rs, 1/- each are continued to be listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

The Non-Convertible Debentures (NCD) issued by the Company on private placement basis aggregating Rs, 15,000 lakhs continue to be listed at BSE and the Company has been regular in the remittance of the listing fee to the concerned exchange for such debentures.

38. DEMATERIALISATION OF SHARES

There were 413,420,772 equity shares of the Company held by the shareholders in dematerialized form as on 31 March 2018, representing 98.81% of the total paid-up share capital of the Company consisting of 418,407,867 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 expedite the process of converting the physical shareholding into dematerialized form through their D/P(s).

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 Companies Act, 2013 (the Act) read with Rule 20 and 21(1)

(a) to (h) of the Companies (Management and Administration) Rules, 2014 (as amended), the Items of Business specified in the Notice convening the 30th Annual General Meeting of the Company may be transacted through electronic voting system 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 there under which were notified on 9 December 2013.

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 there under

During the financial year 2017-18, 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. AWARDS & RECOGNITIONS

The Company received the Global Recognition at the League of American Communication Professionals and its annual report has been ranked 22nd among the top 100 Annual Reports globally and the Company has also been Conferred Platinum Award in the core industry group. In addition, the Company has been recognized for Awards & Achievements as follows:

- 18th Annual Greentech Environment Award

- World''s 100 Greatest Brands 2017-18 Asia & GCC

- Mr. Anurag Choudhary, CEO, recognized as “World''s 100 Greatest Leaders 2017-18”

- Mr. Anurag Choudhary, CEO, received Asia Pacific Entrepreneurship Awards (APEA) India

- Recognized as Star Export House by Ministry of Commerce, Govt. of India

- India''s Best Company of the Year Award 2017

- 16th Annual Greentech Safety Award

42. ACKNOWLEDGEMENT

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.

Your directors also express their thanks to all the employees and officers of the Company for their dedication and hard work and for achieving excellent growth of the Company.

For and on behalf of the Board

Sd/- Sd/-

Bankey Lal Choudhary Shyam Sundar Choudhary

Place: Kolkata Managing Director Executive Director

Date: 29 May 2018 (DIN: 00173792) (DIN: 00173732)

Source : Dion Global Solutions Limited
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