డైరెక్టర్ల నివేదిక Hindusthan Urban Infrastructure Ltd.

Mar 31, 2025

The Board of Directors hereby submits the 65^th Annual Report of your Company (“the Company” or “Hindusthan Urban Infrastructure
Limited”), along with the Audited Financial statements for the financial year ended 31^st March, 2025. The consolidated performance
of the Company and its subsidiary has been referred to wherever required.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the financial year ended 31^st March, 2025 is summarized below:

('' in Lakhs)

Particulars	Standalone Results		Consolidated Results
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Total Revenue (Gross)	27,279.11	23,351.85	54,601.74	52,825.73
Operating Profit Before Depreciation, Finance Cost, Exceptional Items and Tax	(878.89)	2,079.60	(2,153.27)	1,502.21
Less: Depreciation and Amortisation expenses	935.91	1,145.52	2,618.79	2,819.64
Less: Finance Costs	1,253.74	1,982.10	3,758.16	4,195.25
Profit/(Loss) before exceptional items and tax	(3,068.54)	(1,048.02)	(8,530.22)	(5,512.67)
Exceptional Items	2,599.97	-	2,599.97	-
Profit/(Loss) before Tax	(468.56)	(1,048.02)	(5,930.25)	(5,512.67)
Less: Tax expenses	(288.59)	(753.70)	(2,904.36)	(1,933.36)
Net Profit/(Loss) for the year	(179.97)	(294.33)	(3,025.89)	(3,579.31)
Surplus brought forward from previous year	(1,261.46)	(96713)	(13,760.87)	(1,0181.56)
Dividend on Equity paid	-	-	-	-
Tax on Dividend	-	-	-	-
Ind-AS adjustments on Deferred Tax & Others	-	-	-	-
Balance available for appropriation	(1,441.43)	(1,261.46)	(16,786.76)	(13,760.87)

STATE OF AFFAIRS & OPERATIONS

During the year under review, the gross revenue from operations on standalone basis of the company has increased to '' 27279.11
Lakhs as compared to '' 23,351.85 Lakhs in the previous year 2023-24. The Company has achieved loss before depreciation and
tax of '' (2,132.63) Lakhs as compared to profit before depreciation and tax of '' 9750 Lakhs in the previous year 2023-24.

During the year, the Company had successfully executed export /deemed export orders of '' 1,501.51 Lakhs as compared to
previous year of '' 1,511.16 Lakhs.

CONSOLIDATED FINANCIALS

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with the Companies Act, 2013
and applicable Accounting Standards along with the Auditors’ Report form part of this Annual Report.

In the financial year 2024-25, income from operations was '' 54,601.74 Lakhs as compared to '' 52,825.73 Lakhs in the previous
year 2023-24. The loss before depreciation and tax has increased to '' (5,911.43) Lakhs as compared to loss before depreciation
and tax of '' (2,693.03) Lakhs in the previous year.

During the year under review, the gross revenue of the subsidiary company Hindusthan Speciality Chemicals Limited has declined
to '' 27,375.93 Lakhs as compared to '' 29,50777 Lakhs in financial year 2023-24, a decrease of 722 %.

The Loss after tax for the financial year 2024-25 is '' (2,854.91) Lakhs as compared to the loss of '' (3,284.99) Lakhs in financial
year 2023-24.

OUTLOOK

Despite ongoing global headwinds, India has firmly maintained its position as the fastest-growing major economy within the G20.
The World Bank projects a GDP growth rate of approximately 6.5% for FY 2024-25, even amidst decelerating global demand and
continued monetary tightening to control inflationary pressures. The Company anticipates enhanced opportunities in both domestic
and export markets. We are optimistic that a stable government and improving global economic conditions will further support
GDP growth and have a positive impact on overall industry performance.

TRANSFER TO RESERVES

The Company do not propose to transfer any amount to general reserve for the financial year ended 31^st March, 2025.

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2024-25.

SUBSIDIARY COMPANIES

The Company has one material subsidiary company namely Hindusthan Speciality Chemicals Limited (HSCL).

HSCL is manufacturing various grades of Epoxy Resins and selling the same in HSCL’s brand name. HSCL has during the year
under report plant capacity of 34,700 M.T. PA. LER/SER/Formulations/Hardeners/Bond One and Reactive Diluents.

HSCL’s LER and SER processes are now fully automated and running on Distributed Control System with adequate interlocks for
improved safety during manufacturing.

HSCL has increased the capacity of Reactive Diluents through modification in existing line, which will result in increase in product
portfolio of Reactive Diluents

Efforts are on for the reduction of waste polymer generated during the processing of LER. Company is exploring further ways to
reduce cost by initiating various activities and have started recycling of water in the process to bring down the load on effluent and
savings in water consumption.

HSCL has developed number of products in-house research and Development Laboratory and commercialized the same which
are well accepted by the customers. Maximum emphasis is being given to increase the production and marketing of Speciality
Products for Electrical, Composite, Civil and Adhesive segment.

HSCL has commenced the manufacturing of Bond One range of products and it has been very well accepted by the market for
retail development Pan India.

A statement containing the salient features of financial statements of the subsidiary Company in the prescribed Form AOC - 1
forms a part of the Consolidated Financial Statements (CFS) in compliance with Section 129 (3) and other applicable provisions,
if any, of the Companies Act, 2013 (‘Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014.

The said Form also highlights the financial performance of the subsidiary included in the Consolidated Financial Statements of
the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiary are available for inspection by the members
at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto
the date of the Annual General Meeting. Any member desirous of obtaining a copy of the said financial statements may write to the
Company Secretary at the Registered Office of the Company. The Audited Financial Statements including the Consolidated
Financial Statements and all other documents required to be attached to this report have been uploaded on the website of the
Company at www.hindusthanurban.com.

The Policy for determining material subsidiaries is also available on the website of the company at www.hindusthanurban.com.
CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the Listing Regulations”), a cash flow statement is part of the Annual Report 2024-2025. Further, the
Consolidated Financial Statements of the Company for the financial year 2024-2025 are prepared in compliance with the applicable
provisions of the Act, Indian Accounting Standards and provisions as prescribed by Listing Regulations. The said Financial Statements
have been prepared on the basis of the Audited Financial Statements of the Company, its subsidiary as approved by their Board
of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the Listing Regulations is presented in a separate section
forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios
and developments in business operations / performance of your Company’s and its subsidiaries’ business.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance. We believe in adherence to good corporate
practices, implement policies and guidelines and develop a culture of the best management practices and compliance with the
law coupled with the highest standards of integrity, transparency, accountability and ethics in all business matters to enhance and
retain investor trust, long-term shareholder value and respect minority rights in all our business decisions.

As per Regulation 34 of the Listing Regulations, the Corporate Governance Report along with the requisite certificate received
from the statutory auditors of the Company confirming compliance with

CHANGE IN NATURE OF BUSINESS, IF ANY.

There was no change in the nature of business of the company during the financial year ended 31^st March, 2025.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards
have been followed;

b) The selected accounting policies have been applied consistently and the judgments and estimates made are 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 that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets 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) Internal Financial Controls laid down in the company are adequate and were operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate
and are operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2025, the Board comprised of six Directors including one woman Director. The Board has an appropriate mix of

Executive Directors (‘EDs’), Non-Executive Directors (‘NEDs’) and Independent Directors (‘ID’), which is compliant with the

Companies Act, 2013, the SEBI Listing Regulations, 2015 and is also aligned with the best practices of Corporate Governance.

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2024-25, the following changes were made in the Board of Directors and Key Managerial Personnel:

• The Board of Directors of the Company, at its meeting held on 10^th August, 2024, on the recommendation of Nomination &
Remuneration Committee, has approved the re-appointment of Mr. Deepak Kejriwal (DIN: 07442554) as the Managing Director
of the Company, liable to retire by rotation, with effect from 1^st December, 2024 for a further period of three years.

Further, on the recommendation of the Board of Directors, he was re-appointed as the Managing Director of the Company,
liable to retire by rotation, for a further term of three years with effect from 1^st December, 2024, liable to retire by rotation by the
members at the Sixty-fourth Annual General Meeting of the Company held on 30^th September, 2024.

• The Board of Directors at its meeting held on 10^th August, 2024, on the recommendation of Nomination & Remuneration
Committee, has approved the re-appointment of Ms. Deepika Agrawal (DIN: 09395834) as an Independent Director of the
Company for a second term of five consecutive years, with effect from 13^th November, 2024, not liable to retire by rotation.

Further, on the recommendation of the Board of Directors, her re-appointment as an Independent Director of the Company
was approved by the members at their Sixty-fourth Annual General Meeting held on 30^th September, 2024, not liable to retire
by rotation, to hold office for a second term of five consecutive years commencing from 13^th November, 2024 to 12^th November,
2029 (both days inclusive).

• On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its
meeting held on 10^th August, 2024, has approved the appointment of Mr. Shiv Shanker Aggarwal (DIN: 07060407) as an
Additional Director (in the capacity of an Independent Director) of the Company with immediate effect, not liable to retire by
rotation, who held the office as such upto Sixty-fourth Annual General Meeting.

Further, on the recommendation of the Board of Directors, he was appointed as an Independent Director of the Company by
the members at their Sixty-fourth Annual General Meeting held on 30^th September, 2024, not liable to retire by rotation, to hold
office for a term of five consecutive years commencing from 10^th August, 2024 upto 9^th August, 2029 (both days inclusive). In
the opinion of the Board, Mr. Shiv Shanker Aggarwal possess requisite expertise and experience, integrity and proficiency for
appointment as an Independent Director and is in compliance with the provisions of Section 150 of the Companies Act, 2013.

• Mr. Sadhu Ram Bansal (DIN: 06471984) served as an Independent Director of the Company since 2018. He was appointed
as an Independent Director of the Company for a period of three years with effect from 13^th August, 2018 and was subsequently
re-appointed for a second term of three years from 13^th August, 2021. However, due to the completion of his second term, he
ceased to be an Independent Director of the Company from 12^th August, 2024. The Board of Directors placed on record its
appreciation for the valuable contribution, dedicated efforts and guidance provided by him during his long tenure as an
Independent Director of the Company.

• Mr. Vishal Pachisia resigned from the position of Chief Financial Officer under the category of Key Managerial Personnel of
the Company with effect from 12^th February, 2025. The Board placed on record its appreciation for the valuable services
rendered by him during his tenure as the Chief Financial Officer of the Company.

• Further, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee of the Company,
has approved the appointment of Mr. Shailendra Jhalani as the Chief Financial Officer under the category of Key Managerial
Personnel of the Company with effect from 12^th February, 2025 with immediate effect.

Your company is in full compliance of the Listing Regulations and the Act with regard to the composition of Board of Directors.
RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152(6) (c) of the Companies Act, 2013, Mr. Raghavendra Anant Mody (DIN: 03158072)
is liable to retire by rotation at the Sixty-Fifth Annual General Meeting of the Company and being eligible, offers himself for re¬
appointment. The Board recommends his re-appointment as Director.

KEY MANAGERIAL PERSONNEL

As on 31^st March, 2025, the Company has following Key Managerial Personnel in compliance with the provisions of Section 203 of
the Act.

Mr. Raghavendra Anant Mody - Chairman & Whole-time Director

Mr. Deepak Kejriwal - Managing Director

Mr. Murari Lal Birmiwala - President-Finance & Secretary

Mr. Shailendra Jhalani - Chief Financial Officer

MEETINGS OF THE BOARD

The meetings of the Board are held at regular intervals to discuss and decide on matters of business performance, policies,
strategies and other matters of significance. The agenda of the meetings is circulated in advance, to ensure proper planning and
effective participation. In certain exigencies, decisions of the Board are also accorded through circulation.

During the financial year 2024-25, the Board met four times. For further details, please refer to the report on Corporate Governance
of this Annual Report. The quorum was present for all the meetings. The maximum interval between any two meetings did not
exceed 120 days, as prescribed in the Companies Act, 2013 read with rules made thereunder. Detailed information regarding the
meetings of the Board is included in the report on Corporate Governance, which forms a part of the Annual Report.

The details of meetings held and Director’s attendance, training and familiarisation programme and Annual Board Evaluation
process for Directors, policy on Director’s appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of Director and also remuneration for Key Managerial Personnel and other employees, composition of
Committees of the Board, establishment of Vigil Mechanism for Directors and employees forms a part of the Corporate Governance
Report of this Annual Report.

COMMITTEES OF THE BOARD

Currently, the Company has five Board level Committees: Audit Committee (‘AC”), Nomination and Remuneration Committee
(“NRC”), Stakeholders’ Relationship Committee (“SRC”), Corporate Social Responsibility Committee (“CSR”) and Share Transfer
Committee.

Additionally, the Company has also constituted the Borrowing Committee and Investment & Guarantee Committee.

Detailed information regarding the Committees of the Board is included in the report on Corporate Governance, which forms a
part of the Annual Report.

DECLARATION FROM THE INDEPENDENT DIRECTORS

The Company has three Non-executive, Independent Directors namely Ms. Deepika Agrawal, Mr. Ratan Lal Nangalia and Mr. Shiv
Shanker Aggarwal as on 31^st March, 2025. In the opinion of the Board, all Independent Directors possess requisite qualifications,
experience, expertise and hold highest standards of integrity required to discharge their duties with an objective independent
judgment and without any external influence and that they are independent of the management.

The Company has, inter alia, received the following declarations from all the Independent Directors pursuant to the provisions of
Section 149 (7) of the Companies Act, 2013 read with the Rules made thereunder and Regulation 25(8) of the Listing Regulations
confirming that:

• they meet the criteria of independence as prescribed under Section 149 (6) of the Act read with the Rules made thereunder
and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as
Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate
Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

AUDIT & AUDITORS

(i) STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Act read with the Companies (Audit & Auditors) Rules, 2014 and on the
recommendation of Audit Committee and Board of Directors, M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration
No. 304153E) were re-appointed as Statutory Auditors of the Company at the Sixty-second AGM of the Company held on 27^th
September, 2022, for a second term of five consecutive years from the financial year 2022-23 onwards to hold the office till the
conclusion of Sixty-seventh AGM of the Company. The Report given by K.N. Gutgutia & Co., Chartered Accountants, on the
financial statements of the Company for the FY 2024-25 is a part of this Annual Report.

K.N. Gutgutia & Co., Chartered Accountants, Statutory Auditors, has issued an unmodified opinion on the financial statements
of the Company. There are no qualifications, reservations or adverse remarks or disclaimer made by the Auditors, in their
report for the financial year ended 31^st March, 2025. Pursuant to provisions of the Section 143(12) of the Companies Act,
2013, the Statutory Auditors have not reported any instance of fraud during the year under review. The Auditors’ Report, read
with the relevant notes to accounts are self-explanatory and therefore does not require further explanation.

As required by Schedule V of the Listing Regulations, the Auditor’s Certificate on Corporate Governance received from K.N.
Gutgutia & Co., Chartered Accountants is annexed to the Report on Corporate Governance forming part of this Annual
Report.

(ii) COST RECORDS AND COST AUDIT

In terms of provisions of Section 148 of the Act read with the Companies (Accounts) Rules, 2014, the Company is required to
maintain the Cost records and undergo Cost Audit. As per the requirements of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records. The Board, at its meeting
held on 10^th August, 2024, based on the recommendation of the Audit Committee, had appointed M/s. J.K. Kabra & Co., Cost
Accountants (Firm Registration No. 000009) to conduct Cost Audit for the FY 2024-25.

M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) have carried out the Cost Audit. The Cost Audit Report
for the financial year 2024-25 does not contain any qualification, reservation, or adverse remark. During the year under
review, the Cost Auditor has not reported any fraud under Section 143(12) of the Act.

Further, the Board of Directors of the Company, based on the recommendation made by the Audit Committee, have re¬
appointed M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) as Cost Auditors to conduct the cost audit
of the Company for the FY 2025-26. M/s J.K. Kabra & Co., Cost Accountants, being eligible, have consented to act as the Cost
Auditors of the Company for the financial year 2025-26 and have confirmed that they are not disqualified under Section 141
of the Companies Act, 2013 to be appointed as such and that their appointment is within the limits of Section 139 of the
Companies Act, 2013. Appropriate resolution for ratification of the proposed remuneration payable to M/s J.K. Kabra & Co.,
Cost Accountants, to conduct the audit of cost records of the Company for the financial year ending 31^st March 2025, is being
placed for the approval of the members of the Company at the ensuing AGM.

(iii) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors, at its Meeting held on 10^th August, 2024 had, on the recommendation of the
Audit Committee, appointed Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar & Associates, Company Secretaries (COP
No.:10148) to conduct the Secretarial Audit for the FY 2024-25.

The Secretarial Audit Report of the Company and its material subsidiary, Hindusthan Speciality Chemicals Limited, received
from Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar & Associates, Company Secretaries, for the financial year 2024-25
pursuant to Section 204 of the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations, forms a
part of this Annual Report and is annexed as Annexure-I to the Board’s Report. The Secretarial Audit Report for the financial
year 2024-25 does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial
Auditor has not reported any instance of fraud under Section 143(12) of the Act.

Further, in terms of the provisions of Regulation 24A of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 204 and other applicable provisions, if any, of the Companies Act,
2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, as amended
from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has appointed the Secretarial
Auditors of the Company for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029¬
30, subject to the approval of the members at the ensuing Annual General Meeting of the Company.

(iv) INTERNAL AUDITORS

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, at its meeting held on
10^th August, 2024, had engaged M/s. NSBP & Co., Chartered Accountants, New Delhi (FRN: 001075N) as the Internal Auditors
to conduct internal audit for the year 2024-25. The Board of your Company has laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and operating effectively. Your Company has
adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the
Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial disclosures. The internal audit helps
the company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of
assets of the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported any instances of fraud committed in the Company by its Officers
or Employees to the Audit Committee/Board under section 143(12) of the Act.

SHARE CAPITAL

The Authorised share Capital of the Company is '' 100,00,00,000 divided into 25,00,000 equity shares of '' 10 each and 9,75,00,000
preference shares of '' 10 each. The paid up Share Capital as on 31^st March, 2025 stood '' 96,63,25,850 consisting of Equity
Share Capital of '' 1,44,28,850/- Lakhs and Preference Share Capital of '' 95,18,97,000/-

During the year, the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided
any money to the employees or trusts for purchase of its own shares.

MATERIAL CHANGES AND COMMITMENTS

Following material changes or commitments have occurred between the end of the financial year to which the financial statements
relate and the date of this report, affecting the financial position or business operations of the Company:

• The Company holds 8,45,91,312 (Eight Crore Forty-Five Lakh Ninety-One Thousand Three Hundred and Twelve) equity
shares along with 70 (Seventy) equity shares held by its nominee shareholders in Hindusthan Speciality Chemicals Limited,
Material Subsidiary of the Company constituting 58.50% (approx.) of the Equity Share capital of Hindusthan Speciality Chemicals
Limited.

DCM Shriram Limited, had expressed their interest to acquire the stake held by the Company in Hindusthan Speciality
Chemicals Limited by themselves and/or through their affiliates. The Board of Directors of the Company, at its meeting held on
12^th June, 2025, after strategically evaluating the offer proposed by DCM Shriram Limited, has approved the proposed transaction
to sell, transfer, convey, assign or otherwise dispose of, the whole of the Company’s investment in equity shares of its material
subsidiary company, comprising 8,45,91,312 equity shares constituting 58.50% (approx.) of the Equity Share Capital along
with 70 equity shares held by its nominee shareholders in Hindusthan Speciality Chemicals Limited to secure the best
interests of the Company and its stakeholders.

The overall consideration amount for sale of 100% shares of Hindusthan Speciality Chemicals Limited has been determined
at approx. '' 219,38,90,660 (Indian Rupees Two Hundred Nineteen Crores Thirty-Eight Lakhs Ninety Thousand Six Hundred
Sixty Only) subject to adjustment of debt and debt like items as defined in the share purchase agreement.

The Board is of the opinion that the proposed sale is in the overall interest of the company as after transfer of rights in the
undertaking by way of selling equity shares, the Company will mainly focus on its core business i.e. manufacturing of electrical
equipment’s which includes overhead conductors and electro porcelain high tension insulators. The net proceeds of the
above-mentioned transaction will be utilized towards the expansion of manufacturing business and/or to repay the existing
loans and reduce interest burden and/or for the general business purpose.

A Share Purchase Agreement (‘SPA) was executed/entered into and signed on 12^th June, 2025 between the DCM Shriram
Limited (Purchaser) and Sellers, wherein Hindusthan Urban Infratsructure Limited is acting as one of the sellers in the
agreement.

Further, members of the Company have also granted approval by way of special resolution through postal ballot dated 19^th
July, 2025 for the purpose of execution of the aforesaid transaction in terms of Regulation 24(5) of SEBI (LODR) Regulations,
2015, which states that a listed entity shall not dispose of shares in its material subsidiary resulting in reduction of its shareholding
(either on its own or together with other subsidiaries) to less than or equal to fifty percent or cease the exercise of control over
the subsidiary without passing a special resolution in its General Meeting.

Given that the Hindusthan Speciality Chemicals Limited is a material subsidiary of the Company, the disposal by way of sale
of shares of Hindusthan Speciality Chemicals Limited by the Company was subject to the approval of the members by way of
a special resolution.

The Company is in the process of completion of necessary formalities and execution of the signed Share Purchase Agreement
for successful completion of the aforementioned transaction.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 read with the rules made thereunder and the Listing Regulations, the Board
has carried out a formal annual evaluation of its own performance, those of all the directors individually including the Independent
Directors, Chairman of the Board and of various committees. The Company deploys ‘questionnaire’ as a methodology for carrying
out the performance evaluation of the Board, Committees and Individual Directors.

The performance of all the directors was evaluated on parameters such as number of meetings attended, contribution in the
growth and formulating the strategy of the Company, independence of judgement, safeguarding the interest of the Company and
minority shareholders, time devoted apart from attending the meetings of the Company, active participation in long term strategic
planning, ability to contribute by introducing best practices to address business challenges and risk etc. The directors expressed
their satisfaction with the evaluation process. As part of the outcome of the Performance Evaluation exercise, it was noted that the
Board is independent, operates at a high level of Governance Standards and is committed to creating value for all stakeholders.

INDEPENDENT DIRECTORS

The Independent Directors met on 12^th February, 2025 to review the performance evaluation of Non-Independent Directors and
the entire Board of Directors, including the Chairman, while considering the views of the Executive and Non-Executive Directors.

The Independent Directors were satisfied with the overall functioning of the Board and its various committees, which displayed a
high level of commitment and engagement. They also appreciated the exemplary leadership of the Chairman of the Board and its
committees in upholding and following the highest values and standards of corporate governance.

DIRECTORS’ APPOINTMENT AND REMUNERATION

Appointment of Directors on the Board of the Company is based on the recommendations of the Nomination and Remuneration
Committee. The Committee identifies and recommends to the Board, persons for appointment thereon, after considering the
necessary and desirable competencies. The committee takes into account positive attributes like integrity, maturity, judgement,
leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of
finance, law, management, marketing, administration, research, etc.

In case of Independent Directors (IDs), they should fulfill the criteria of independence as per the Act and Regulation 16(1) (b) of
the Listing Regulations in addition to the general criteria stated above. It is ensured that a person to be appointed as director has
not suffered any disqualification under the Act or any other law to hold such an office.

The Directors of the Company are paid remuneration as per the Remuneration Policy of the Company. The details of remuneration
paid to the directors during the year 2024-25 are given in Form MGT-7 and the same will be made available on the website of the
Company at www.hindusthanurban.com.

REMUNERATION POLICY

The Company has a Remuneration Policy relating to remuneration of the Directors, senior management including its Key Managerial
Personnel (KMP) and other employees of the Company.

The Nomination & Remuneration Policy of the Company is available on the website of the company at www.hindusthanurban.com.
BOARD DIVERSITY

Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology,
greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board
enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back
of varied industrial and management expertise, gender, knowledge and geographical backgrounds. The Board recognises the
importance of a diverse composition and has adopted a policy on Diversity of Board which sets out its approach to diversity. The
policy is available at the website of the Company at www.hindusthanurban.com.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is given in the Annexure-
II to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company
which was duly approved by the Board. CSR Committee of the Board has developed a CSR Policy which is duly reviewed from
time to time.

A detailed report regarding Corporate Social Responsibility as per the Companies (Corporate Social Responsibility) Rules, 2014
is annexed herewith as Annexure-III to the Boards’ report.

Additionally, the CSR Policy is available on the website of the company at www.hindusthanurban.com.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its
assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for proper maintaining of the books of accounts and reporting financial statements. The internal
auditor of the company checks and verifies the internal controls and monitors them in accordance with policy adopted by the
company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and
nature of its business.

VIGIL MECHANISM

Pursuant to the provisions of section 177 (10) of the Act, Regulation 22 of the Listing Regulations and Regulation 9A of the
SEBI(Prohibition of Insider Trading) Regulations, 2015, a Vigil Mechanism for directors, employees and other stakeholders of the
Company to report genuine concerns has been established. The Whistle Blower Policy is available on the website of the company
at www.hindusthanurban.com.

During the year under review, no complaint was received under the Whistle Blower mechanism.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Policy on Materiality of
Related Party Transaction (RPT) & on Dealing with RPT which is also available on the Company’s website at
www.hindusthanurban.com.

All related party transactions that were entered into during the financial year 2024-25, were on an arm’s length basis and in the
ordinary course of business.

There are no material related party transactions made by the company during the year that required shareholders’ approval under
Section 188 of the Act read with the rules made thereunder.

All the Related Party Transactions and subsequent material modifications, if any, are placed before the Audit Committee on
quarterly basis for its review and approval and are in accordance with the Policy on dealing with and Materiality of Related Party
Transactions, formulated by the Company. Prior omnibus approval is obtained for RPTs on yearly basis for transactions which are
of repetitive nature and/or entered in the ordinary course of business and are at arm’s length.

The details of the transactions with related parties during the financial year 2024-25 are provided in the accompanying financial
statements.

During the year under review, your Company has not entered into Material RPTs under Regulation 23 of the SEBI (LODR)
Regulations, 2015 or as per the provisions of the Companies Act, 2013. The disclosure of RPTs as required under Section
134(3)(h) of the Act, in Form AOC-2 forms a part of this report and is annexed as Annexure-V to this report.

Details of transaction(s) of the Company with entity(ies) belonging to promoter/promoter group which hold(s) more than 10%
shareholding in the Company as required under para A Schedule V of the Listing Regulations are provided as a part of the
financial statements.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the
Stock Exchange.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders were passed by any Regulators, Courts or Tribunals impacting the going concern status of the
Company and its operations in future.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and
Para A of Schedule V of the Listing Regulations, the details of Loans, Guarantees and Investments covered during the financial
year 2024-25 are given in the notes to the Financial Statements.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Being a diversified and prudent enterprise, your Company continues to focus on a system-based approach to manage risks. Risk
management has always been an integral part of your Company. Backed by strong internal control systems and existing Risk
Management Framework have laid down the roles and responsibilities of various business segments regarding the managing of
risks, covering a range of responsibilities, right from strategic to operational. These responsibilities today offer a strong foundation
for appropriate risk management procedures, their effective implementation as well as the independent monitoring and reporting
handled by Internal Audit and the top management team.

Your Company has set appropriate structures to monitor and manage inherent business risks proactively. Accordingly, raw material
pricing risks, commodity risks and currency fluctuation risk are effectively managed by its proficient and capable team. It also has
appropriate checks and balances in place and aims to minimize the adverse impact of these risks on its operations.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 74 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for
the time being in force) from public and as such, no amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.

ANTI-SEXUAL HARASSMENT POLICY

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company
has constituted Internal Complaints Committee to redress the complaints of sexual harassment and has a policy and framework
for employees to report sexual harassment cases at workplace. There has not been any instance of complaint reported in this
regard, to the Audit Committee.

During the year under review, the Internal Complaints Committee was re-constituted by the Board of Directors.

COMPLIANCE WITH APPLICABLE PROVISIONS OF MATERNITY BENEFIT ACT. 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, including amendments made thereto and
rules framed thereunder, to the extent applicable. The Company is committed to ensuring a safe, inclusive and supportive workplace
for women employees.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, all dividends which remains unpaid or unclaimed for a period of seven years from the date of their
transfer to the unpaid dividend account are required to be transferred by the Company to the Investor Education and Protection
Fund (“IEPF”), established by the Central Government.

Further, pursuant to the provisions of Section 124(6) of the Act read with the Rules and subsequent amendments thereto, all the
shares in respect of which dividend has remained unclaimed/unpaid for seven consecutive years or more shall also be transferred
in favour of the Demat account of IEPF Authority.

During the year under review, the Company has transferred unpaid and unclaimed dividends of '' 23,136 for the financial year
2016-17 to the IEPF Authority and 1,323 corresponding shares on which dividends were unclaimed for seven consecutive years
were transferred to the Demat Account of IEPF Authority as per requirements of the IEPF Rules.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website and can be
accessed at www.hindusthanurban.com. The shareholders are therefore encouraged to verify their records and claim their dividends
of all the earlier seven years, if not claimed.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-
1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual
Return as of 31^st March, 2025 on its website at http://hindusthanurban.com/investorrelation.aspx?mpgid=151&pgidtrail=151&catid=20

POLICY FOR DETERMINATION OF MATERIALITY OF AN EVENT OR INFORMATION

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
formulated a policy for determination of materiality-based events and the same is amended, as and when required.

The Policy for Determination of materiality of an event or information can be accessed on the company’s website at
www.hindusthanurban.com.

POLICY ON PRESERVATION OF DOCUMENTS

Pursuant to Regulation 9 of the Listing Regulations, the Company has adopted the policy on preservation of the documents.

The policy on preservation of documents can be accessed on the company’s website at www.hindusthanurban.com.

CODE OF CONDUCT -FOR PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Code of Conduct to regulate,
monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling
of UPSI, and the process to familiarize with the sensitivity of UPSI.

The Code of Conduct for prevention of Insider Trading can be accessed on the Company’s website at www.hindusthanurban.com.

POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION ("UPSI")

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has formulated a written policy and procedures
for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of
unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries.
Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price
Sensitive Information (“UPSI”).

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information (“UPSI”) can be accessed on the
company’s website at www.hindusthanurban.com.

PERSONNEL

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act,
2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to
this report as Annexure-IV. A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn is
provided as part of the Annexure.

Details of employee remuneration as required under provisions of Section 197 (12) of the Companies Act, 2013 and Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as
Annexure-IV and will be made available for inspection at the Registered Office of your Company during working hours, 21 days
before the Sixty-fifth Annual General Meeting and shall be made available to any shareholder on request, in writing.

OTHER DISCLOSURES

» To the best of our knowledge and belief, there are no proceedings initiated/pending against the Company under the Insolvency
and Bankruptcy Code, 2016 which can have a material impact on the business of the Company.

» There were no instances where your Company required valuation for one time settlement or while taking the loan from the
Banks or Financial Institutions.

GENDER-WISE COMPOSITION OF EMPLOYEES

The gender wise composition of the employees of the Company as on 31st March, 2025 is as follows:

Male Employees: 309
Female Employees: 03

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all
Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish
to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company
while discharging their duties.

For and on behalf of the Board of Directors

Sd/-

(Raghavendra Anant Mody)

Place: New Delhi Chairman

Date: August 13,2025 DIN:03158072

---

Mar 31, 2024

The Board of Directors hereby submits the 64^th Annual Report of your Company (“the Company” or “Hindusthan Urban Infrastructure Limited”), along with the Audited Financial statements for the financial year ended 31^st March, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the financial year ended 31^st March, 2024 is summarized below:

('' in Lakhs)
Particulars	Standalone Results		Consolidated Results
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Total Revenue (Gross)	23351.85	22159.02	52825.73	58463.18
Operating Profit Before Depreciation, Finance Cost, Exceptional Items and Tax	2079.60	1557.03	1502.21	(1215.31)
Less: Depreciation and Amortisation expenses	1145.52	1148.76	2819.64	2745.95
Less: Finance Costs	1982.10	1988.12	4195.25	4021.63
Profit/(Loss) before exceptional items and tax	(1048.02)	(1579.85)	(5512.67)	(7982.90)
Exceptional Items	-	-	-	-
Profit/(Loss) before Tax	(1048.02)	(1579.85)	(5512.67)	(7982.90)
Less: Tax expenses	(753.70)	(521.88)	(1933.36)	(2176.10)
Net Profit/(Loss) for the year	(294.33)	(1057.97)	(3579.31)	(5806.79)
Surplus brought forward from previous year	(96713)	90.84	(10181.56)	(4374.76)
Dividend on Equity paid	-	-	-	-
Tax on Dividend	-	-	-	-
Ind-AS adjustments on Deferred Tax & Others	-	-	-	-
Balance available for appropriation	(1261.46)	(967.13)	(13760.87)	(10181.56)

STATE OF AFFAIRS & OPERATIONS

During the year under review, the gross revenue from operations on standalone basis of the company has increased to '' 23351.85 Lakhs as compared to '' 22159.02 Lakhs in the previous year 2022-23. The Company has achieved Profit before depreciation and tax of '' 9750 Lakhs as compared to loss before depreciation and tax of '' (431.09) Lakhs in the previous year 2022-23.

During the year, the Company had successfully executed export /deemed export orders of '' 1511.16 Lakhs as compared to previous year of '' 1549.69 Lakhs.

CONSOLIDATED FINANCIALS

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards along with the Auditors’ Report form part of this Annual Report.

In the financial year 2023-24, income from operations was '' 52825.73 Lakhs as compared to '' 58463.18 Lakhs in the previous year 2022-23. The loss before depreciation and tax has declined to '' (2693.03) Lakhs as compared to loss before depreciation and tax of '' (5236.95) Lakhs in the previous year.

During the year under review, the gross revenue of the subsidiary company Hindusthan Speciality Chemicals Limited has declined to '' 2950777 Lakhs as compared to '' 36306.22 Lakhs in the previous financial year 2022-23, a decrease of 18.72 %.

The Loss after tax for the financial year 2023-24 is '' (3284.99) Lakhs as compared to the loss of '' (4748.36) Lakhs in the previous financial year 2022-23.

OUTLOOK

India is set to be the second-fastest growing economy in the G20 in FY 2023-24, despite decelerating global demand and the tightening of monetary policy to manage inflationary pressures. GDP growth will be around 7% in FY 2024-25, we expect that both Domestic & Export market will be explored in a better way. We believe that improved global conditions and stable Government, GDP growth rate will further improve and it will improve the industry performance.

TRANSFER TO RESERVES

The Company do not propose to transfer any amount to general reserve for the financial year ended 31^st March, 2024. DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2023-24.

SUBSIDIARY COMPANIES

The Company has one material subsidiary company namely Hindusthan Speciality Chemicals Limited (HSCL).

HSCL is manufacturing various grades of Epoxy Resins and selling the same in HSCL’s brand name. HSCL has during the year under report plant capacity of 34,700 M.T. PA. LER/SER/Formulations/Hardeners/Bond One and Reactive Diluents.

HSCL’s LER and SER processes are now fully automated and running on Distributed Control System with adequate interlocks for improved safety during manufacturing.

HSCL has increased the capacity of Reactive Diluents through modification in existing line, which will result in increase in product portfolio of Reactive Diluents

Efforts are on for the reduction of waste polymer generated during the processing of LER. Company is exploring further ways to reduce cost by initiating various activities and have started recycling of water in the process to bring down the load on effluent and savings in water consumption.

HSCL has developed number of products in-house research and Development Laboratory and commercialized the same which are well accepted by the customers. Maximum emphasis is being given to increase the production and marketing of Speciality Products for Electrical, Composite, Civil and Adhesive segment.

HSCL has commenced the manufacturing of Bond One range of products and it has been very well accepted by the market for retail development Pan India.

A statement containing the salient features of financial statements of the subsidiary Company in the prescribed Form AOC - 1 forms a part of the Consolidated Financial Statements (CFS) in compliance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 (‘Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014.

The said Form also highlights the financial performance of the subsidiary included in the Consolidated Financial Statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiary are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The Audited Financial Statements including the Consolidated Financial Statements and all other documents required to be attached to this report have been uploaded on the website of the Company at www.hindusthanurban.com.

The Policy for determining material subsidiaries is also available on the website of the company at www.hindusthanurban.com. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), a cash flow statement is part of the Annual Report 2023-2024. Further, the Consolidated Financial Statements of the Company for the financial year 2023-2024 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and provisions as prescribed by Listing Regulations. The said Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company, its subsidiary as approved by their Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios and developments in business operations / performance of your Company’s and its subsidiaries’ business.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance. We believe in adherence to good corporate practices, implement policies and guidelines and develop a culture of the best management practices and compliance with the law coupled with the highest standards of integrity, transparency, accountability and ethics in all business matters to enhance and retain investor trust, long-term shareholder value and respect minority rights in all our business decisions.

As per Regulation 34 of the Listing Regulations, the Corporate Governance Report along with the requisite certificate received from the statutory auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the Listing Regulations forms a part of the Annual Report.

CHANGE IN NATURE OF BUSINESS. IF ANY.

There was no change in the nature of business of the company during the financial year ended 31^st March, 2024.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed;

b) The selected accounting policies have been applied consistently and the judgments and estimates made are 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 that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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) Internal Financial Controls laid down in the company are adequate and were operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Board comprised of six Directors including one woman Director. The Board has an appropriate mix of Executive Directors (‘EDs’), Non-Executive Directors (‘NEDs’) and Independent Directors (‘ID’), which is compliant with the Companies Act, 2013, the SEBI Listing Regulations, 2015 and is also aligned with the best practices of Corporate Governance.

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2023-24, Mr. Annuj Khandelwal resigned from the position of Chief Financial Officer under the category of Key Managerial Personnel of the Company with effect from 28^th May, 2023. The Board placed on record its appreciation for the valuable services rendered by him during his tenure as the Chief Financial Officer of the Company.

Further, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee of the Company, has approved the appointment of Mr. Vishal Pachisia as the Chief Financial Officer under the category of Key Managerial Personnel of the Company at its meeting held on 28^th May, 2023 with immediate effect.

On the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, Mr. Raghavendra Anant Mody (DIN:03158072) was re-appointed as the Chairman & Whole-time Director of the Company by the members at their Sixty-third Annual General Meeting held on 30^th September, 2023 for a period of three years with effect from 3^rd October, 2023.

The second tenure of Mr. Mool Chand Gauba (DIN: 02942664) as an Independent Director of the Company expired/ceased on 20^th September, 2023. The Board of Directors placed on record its appreciation for the valuable contribution, dedicated efforts and guidance provided by him during his long tenure as an Independent Director of the Company.

The Board of Directors in its meeting dated 10^th August, 2023, on the recommendation of Nomination & Remuneration Committee, has approved the appointment of Mr. Ratan Lal Nangalia (DIN: 07268034) as an Additional Director (in the capacity of Independent Director) of the Company with immediate effect, not liable to retire by rotation, who held the office as such upto Sixty-third Annual General Meeting. Further, on the recommendation of the Board of Directors, he was appointed as an Independent Director of the Company by the members at their Sixty-third Annual General Meeting held on 30^th September, 2023, not liable to retire by rotation, for a term of five consecutive years i.e. from 10^th August, 2023 upto 9^th August, 2028. In the opinion of the Board, Mr. Ratan Lal Nangalia possess requisite expertise and experience, integrity and proficiency for appointment as an Independent Director and is in compliance with the provisions of Section 150 of the Companies Act, 2013.

Your company is in full compliance of the Listing Regulations and the Act with regard to the composition of Board of Directors. RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152(6) (c) of the Companies Act, 2013, Mr. Shyam Sunder Bhuwania (DIN: 00107171) is liable to retire by rotation at the Sixty-Fourth Annual General Meeting of the Company and being eligible, offers himself for reappointment. The Board recommends his re-appointment as Director.

KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Company has following Key Managerial Personnel in compliance with the provisions of Section 203 of the Act.

Mr. Raghavendra Anant Mody - Chairman & Whole-time Director

Mr. Deepak Kejriwal - Managing Director

Mr. Murari Lal Birmiwala - President-Finance & Secretary

Mr. Vishal Pachisia - Chief Financial Officer

MEETINGS OF THE BOARD

The meetings of the Board are held at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. The agenda of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation.

During the financial year 2023-24, the Board met four times. For further details, please refer to the report on Corporate Governance of this Annual Report. The quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms a part of the Annual Report.

The details of meetings held and Director’s attendance, training and familiarisation programme and Annual Board Evaluation process for Directors, policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for Key Managerial Personnel and other employees, composition of Audit Committee, establishment of Vigil Mechanism for Directors and employees, form a part of the Corporate Governance Report of this Annual Report.

COMMITTEES OF THE BOARD

Currently, the Company has five Board level Committees: Audit Committee (‘AC”), Nomination and Remuneration Committee (“NRC”), Stakeholders’ Relationship Committee (“SRC”), Corporate Social Responsibility Committee (“CSR”) and Share Transfer Committee.

Additionally, the Company has also constituted the Borrowing Committee and Investment & Guarantee Committee.

Detailed information regarding the Committees of the Board is included in the report on Corporate Governance, which forms a part of the Annual Report.

DECLARATION FROM THE INDEPENDENT DIRECTORS

The Company has three Non-executive, Independent Directors namely Mr. Sadhu Ram Bansal, Mr. Ratan Lal Nangalia and Ms. Deepika Agrawal. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold highest standards of integrity required to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

The Company has, inter alia, received the following declarations from all the Independent Directors pursuant to the provisions of Section 149 (7) of the Companies Act, 2013 read with the Rules made thereunder and Regulation 25(8) of the Listing Regulations confirming that:

• they meet the criteria of independence as prescribed under Section 149 (6) of the Act read with the Rules made thereunder and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

AUDIT & AUDITORS(i) STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Act read with the Companies (Audit & Auditors) Rules, 2014, M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration No. 304153E) were re-appointed as Statutory Auditors of the Company at the 62^nd AGM of the Company held on 27^th September, 2022, for a second term of five consecutive years from the financial year 2022-23 onwards to hold the office till the conclusion of 67^th AGM of the Company. The Report given by K.N. Gutgutia & Co., Chartered Accountants, on the financial statements of the Company for the FY 2023-24 is a part of this Annual Report.

K.N. Gutgutia & Co., Chartered Accountants, Statutory Auditors, have issued an unmodified opinion on the financial statements of the Company. There are no qualifications, reservations or adverse remarks or disclaimer made by the Auditors, in their report for the financial year ended 31^st March, 2024. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any instance of fraud during the year under review. The Auditors’ Report, read with the relevant notes to accounts are self-explanatory and therefore does not require further explanation.

As required by Schedule V of the Listing Regulations, the Auditor’s Certificate on Corporate Governance received from K.N. Gutgutia & Co., Chartered Accountants is annexed to the Report on Corporate Governance forming part of this Annual Report.

(ii) COST RECORDS AND COST AUDIT

In terms of provisions of Section 148 of the Act read with the Companies (Accounts) Rules, 2014, the Company is required to maintain the Cost records and undergo Cost Audit. As per the requirements of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records. The Board, at its meeting held on 10^th August, 2023, based on the recommendation of the Audit Committee, had appointed M/s. J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) to conduct Cost Audit for the FY 2023-24.

M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) have carried out the Cost Audit. The Cost Audit Report for the financial year 2023-24 does not contain any qualification, reservation, or adverse remark. During the year under review, the Cost Auditor has not reported any fraud under Section 143(12) of the Act.

Further, the Board of Directors of the Company, based on the recommendation made by the Audit Committee, have reappointed M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) as Cost Auditors to conduct the cost audit of the Company for the FY 2024-25. M/s J.K. Kabra & Co., Cost Accountants, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2024-25 and have confirmed that they are not disqualified under Section 148 of the Companies Act, 2013 to be appointed as such. Appropriate resolution for ratification of the proposed remuneration payable to M/s J.K. Kabra & Co., Cost Accountants, to conduct the audit of cost records of the Company for the financial year ending 31^st March 2025, is being placed for the approval of the members of the Company at the ensuing AGM.

(iii) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its Meeting held on 10^th August, 2023 had, on the recommendation of the Audit Committee, appointed Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar & Associates, Company Secretaries (COP No.:10148) to conduct the Secretarial Audit for the FY 2023-24.

The Secretarial Audit Report of the Company and its material subsidiary, Hindusthan Speciality Chemicals Limited, received from Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar & Associates, Company Secretaries, for the financial year 2023-24 pursuant to Section 204 of the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations, forms a part of this Annual Report and is annexed as Annexure-I to the Board’s Report. The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any instance of fraud under Section 143(12) of the Act.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, has re-appointed Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar & Associates, Company Secretaries (COP No.:10148), as the Secretarial Auditors to conduct an audit of the secretarial records for the financial year 2024-25, based on the confirmation of the eligibility and consent received from Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar & Associates. The Secretarial Auditor has confirmed that he is not disqualified to be appointed as such.

(iv) INTERNAL AUDITORS

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, at its meeting held on 10^th August, 2023, had engaged M/s. Arun Tulsian & Associates, Chartered Accountants as the Internal Auditors to conduct internal audit for the year 2023-24. The Board of your Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The internal audit helps the company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, has appointed M/s. NSBP & Co., Chartered Accountants (FRN No. 001075N) as Internal Auditors of the Company to conduct the Internal Audit for the financial year 2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee/Board under section 143(12) of the Act.

SHARE CAPITAL

The Authorised share Capital of the Company is '' 100,00,00,000 divided into 25,00,000 equity shares of '' 10 each and 9,75,00,000 preference shares of '' 10 each. The paid up Share Capital as on 31^st March, 2024 stood '' 96,63,25,850 consisting of Equity Share Capital of '' 1,44,28,850/- Lakhs and Preference Share Capital of '' 95,18,97,000/-

During the year, the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

MATERIAL CHANGES AND COMMITMENTS

Following material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this report, affecting the financial position or business operations of the Company:

• The Company has entered into a ‘Memorandum of Understanding’ (MOU) duly executed and signed on 12^th March, 2024 with Nirmal Wires Private Limited, a company incorporated under the provisions of Companies Act, 1956 and having its Registered office at Kolkata, West Bengal, for the sale of the Company’s land, building, plant and machineries and other assets located at Plot No.: 321,325/1386, Village- Champajhara, PO. - Malipada, District-Khurda, Odisha - 752018, for a consideration of '' 72,51,00,000/- (Rupees Seventy Two Crores Fifty-one Lacs Only), on the basis of authority accorded by the Board of Directors of the Company on 8^th March, 2024.

Pursuant to the aforesaid MOU, the Company has disposed off/sold its land, building, plant and machineries and other assets at Khurda plant.

• The rising oil production and exploration activities are primarily driving the demand for the oilfield chemicals market. As per the report by analysts, the global Oilfield Chemicals Market size was valued at USD 29.09 billion in 2022 and is projected to reach USD 39.68 billion by 2030, growing at a CAGR of 4.05% from 2023 to 2030. The Board of Directors was apprised that it is proposed to commence new business line by the Company focused on the manufacturing of all kinds of oil field and related chemicals.

Considering the projected increase in demand of oilfield chemicals, the Board of Directors of the Company in its meeting held on 28^th May, 2024 has approved the diversification of business operations by commencing a new business line focused on the manufacturing of all kinds of oil filed and related chemicals. A report on the Business Feasibility is being prepared in this regard.

Based on the findings of the Business Feasibility Report, the diversification will be undertaken.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board has carried out a formal annual evaluation of its own performance, those of all the directors individually including the Independent Directors, Chairman of the Board and of various committees. The Company deploys ‘questionnaire’ as a methodology for carrying out the performance evaluation of the Board, Committees and Individual Directors.

The performance of all the directors was evaluated on parameters such as number of meetings attended, contribution in the growth and formulating the strategy of the Company, independence of judgement, safeguarding the interest of the Company and minority shareholders, time devoted apart from attending the meetings of the Company, active participation in long term strategic planning, ability to contribute by introducing best practices to address business challenges and risk etc. The directors expressed their satisfaction with the evaluation process. As part of the outcome of the Performance Evaluation exercise, it was noted that the Board is independent, operates at a high level of Governance Standards and is committed to creating value for all stakeholders.

INDEPENDENT DIRECTORS

The Independent Directors met on 13^th February, 2024 to review the performance evaluation of Non-Independent Directors and the entire Board of Directors, including the Chairman, while considering the views of the Executive and Non-Executive Directors.

The Independent Directors were satisfied with the overall functioning of the Board and its various committees, which displayed a high level of commitment and engagement. They also appreciated the exemplary leadership of the Chairman of the Board and its committees in upholding and following the highest values and standards of corporate governance.

DIRECTORS’ APPOINTMENT AND REMUNERATION

Appointment of Directors on the Board of the Company is based on the recommendations of the Nomination and Remuneration Committee. The Committee identifies and recommends to the Board, persons for appointment thereon, after considering the necessary and desirable competencies. The committee takes into account positive attributes like integrity, maturity, judgement, leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of finance, law, management, marketing, administration, research, etc.

In case of Independent Directors (IDs), they should fulfill the criteria of independence as per the Act and Regulation 16(1) (b) of the Listing Regulations in addition to the general criteria stated above. It is ensured that a person to be appointed as director has not suffered any disqualification under the Act or any other law to hold such an office.

The Directors of the Company are paid remuneration as per the Remuneration Policy of the Company. The details of remuneration paid to the directors during the year 2023-24 are given in Form MGT-7 and the same will be made available on the website of the Company at www.hindusthanurban.com.

REMUNERATION POLICY

The Company has a Remuneration Policy relating to remuneration of the Directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company.

The Nomination & Remuneration Policy of the Company is available on the website of the company at www.hindusthanurban.com. BOARD DIVERSITY

Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical backgrounds. The Board recognises the importance of a diverse composition and has adopted a policy on Diversity of Board which sets out its approach to diversity. The policy is available at the website of the Company at www.hindusthanurban.com.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is given in the Annexure-II to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which was duly approved by the Board. CSR Committee of the Board has developed a CSR Policy which is duly reviewed from time to time.

A detailed report regarding Corporate Social Responsibility as per the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as Annexure-IIIto the Boards’ report.

Additionally, the CSR Policy is available on the website of the company at www.hindusthanurban.com.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for proper maintaining of the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal controls and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

VIGIL MECHANISM

Pursuant to the provisions of section 177 (10) of the Act, Regulation 22 of the Listing Regulations and Regulation 9A of the SEBI(Prohibition of Insider Trading) Regulations, 2015, a Vigil Mechanism for directors, employees and other stakeholders of the Company to report genuine concerns has been established. The Whistle Blower Policy is available on the website of the company at www.hindusthanurban.com.

During the year under review, no complaint was received under the Whistle Blower mechanism.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Policy on Materiality of Related Party Transaction (RPT) & on Dealing with RPT which is also available on the Company’s website at www.hindusthanurban.com.

All related party transactions that were entered into during the financial year 2023-24, were on an arm’s length basis and in the ordinary course of business.

There are no material related party transactions made by the company during the year that required shareholders’ approval under Section 188 of the Act.

All the Related Party Transactions and subsequent material modifications, if any, are placed before the Audit Committee on quarterly basis for its review and approval and are in accordance with the Policy on dealing with and Materiality of Related Party Transactions, formulated by the Company. Prior omnibus approval is obtained for RPTs on yearly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arm’s length.

The details of the transactions with related parties during the financial year 2023-24 are provided in the accompanying financial statements.

During the year under review, your Company has not entered into Material RPTs under Regulation 23 of the SEBI (LODR) Regulations, 2015 or as per the provisions of the Companies Act, 2013. The disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 forms a part of this report and is annexed as Annexure-Vto this report.

Details of transaction(s) of the Company with entity(ies) belonging to promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A Schedule V of the Listing Regulations are provided as a part of the financial statements.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchange.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders were passed by any Regulators, Courts or Tribunals impacting the going concern status of the Company and its operations in future.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Para A of Schedule V of the Listing Regulations, the details of Loans, Guarantees and Investments covered during the financial year 2023-24 are given in the notes to the Financial Statements.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Being a diversified and prudent enterprise, your Company continues to focus on a system-based approach to manage risks. Risk management has always been an integral part of your Company. Backed by strong internal control systems and existing Risk Management Framework have laid down the roles and responsibilities of various business segments regarding the managing of risks, covering a range of responsibilities, right from strategic to operational. These responsibilities today offer a strong foundation for appropriate risk management procedures, their effective implementation as well as the independent monitoring and reporting handled by Internal Audit and the top management team.

Your Company has set appropriate structures to monitor and manage inherent business risks proactively. Accordingly, raw material pricing risks, commodity risks and currency fluctuation risk effectively managed by its proficient and capable team. It also has appropriate checks and balances in place and aims to minimize the adverse impact of these risks on its operations.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

ANTI-SEXUAL HARASSMENT POLICY

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted Internal Complaints Committee to redress the complaints of sexual harassment and has a policy and framework for employees to report sexual harassment cases at workplace. There has not been any instance of complaint reported in this regard, to the Committee.

During the year under review, the Internal Complaints Committee was re-constituted by the Board of Directors.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid or unclaimed for a period of seven years from the date of their transfer to the unpaid dividend account are required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF”), established by the Central Government.

Further, pursuant to the provisions of Section 124(6) of the Act read with the Rules and subsequent amendments thereto, all the shares in respect of which dividend has remained unclaimed/unpaid for seven consecutive years or more shall also be transferred in favour of the Demat account of IEPF Authority.

During the year under review, the Company has transferred unpaid and unclaimed dividends of '' 27895 for the financial year 2015-16 to the IEPF Authority and 860 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to the Demat Account of IEPF Authority as per requirements of the IEPF Rules.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website and can be accessed at www.hindusthanurban.com. The shareholders are therefore encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of 31^st March, 2024 on its website at

http://hindusthanurban.com/investorrelation.aspx?mpgid=151&pgidtrail=151&catid=20 POLICY FOR DETERMINATION OF MATERIALITY OF AN EVENT OR INFORMATION

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality-based events and the same is amended, as and when required.

The Policy for Determination of materiality of an event or information can be accessed on the company’s website at www.hindusthanurban.com.

POLICY ON PRESERVATION OF DOCUMENTS

Pursuant to Regulation 9 of the Listing Regulations, the Company has adopted the policy on preservation of the documents.

The policy on preservation of documents can be accessed on the company’s website at www.hindusthanurban.com.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

The Code of Conduct for prevention of Insider Trading can be accessed on the Company’s website at www.hindusthanurban.com.

POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION (“UPSI”)

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”).

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information (“UPSI”) can be accessed on the company’s website at www.hindusthanurban.com.

PERSONNEL

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-IV. A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn is provided as part of the Annexure.

Details of employee remuneration as required under provisions of Section 197 (12) of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-IV and will be made available for inspection at the Registered Office of your Company during working hours, 21 days before the Sixty-fourth Annual General Meeting and shall be made available to any shareholder on request, in writing.

OTHER DISCLOSURES

• To the best of our knowledge and belief, there are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which can have a material impact on the business of the Company.

• There were no instances where your Company required valuation for one time settlement or while taking the loan from the Banks or Financial Institutions.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board of DirectorsSd/-

(Raghavendra Anant Mody)

Place: New Delhi Chairman

Date: August 10, 2024 DIN: 03158072

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Mar 31, 2023

The Board of Directors hereby submits the Sixty-third Annual Report of your Company (“the Company” or “Hindusthan Urban Infrastructure Limited”), along with the Audited Financial statements, for the financial year ended 31st March, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the financial year ended 31st March, 2023 is summarized below:

(Rs. in Lakhs)
Particulars	Standalone Results		Consolidated Results
	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Total Revenue (Gross)	22,159.02	28,922.17	58,463.18	73,988.51
Operating Profit Before Depreciation, Finance Cost, Exceptional Items and Tax	1,557.03	1,577.22	(1,215.31)	6,180.84
Less: Depreciation and Amortisation expenses	1,148.76	1,388.90	2,745.95	2,912.66
Less: Finance Costs	1,988.12	2,229.27	4,021.63	4,129.23
Profit/(Loss) before exceptional items and tax	(1,579.85)	(2,040.95)	(7,982.90)	(861.05)
Exceptional Items	-	-	-	-
Profit/(Loss) before Tax	(1,579.85)	(2,040.95)	(7,982.90)	(861.05)
Less: Tax expenses	(521.88)	(777.43)	(2,176.10)	(485.03)
Net Profit/(Loss) for the year	(1,057.97)	(1,263.52)	(5,806.80)	(376.02)
Surplus brought forward from previous year	90.84	1,354.36	(4,374.76)	(3,998.74)
Dividend on Equity paid	-	-	-	-
Tax on Dividend	-	-	-	-
Ind-AS adjustments on Deferred Tax & Others	-	-	-	-
Balance available for appropriation	(967.13)	90.84	(10,181.56)	(4,374.76)

STATE OF AFFAIRS & OPERATIONS

During the year under review, the gross revenue from operations on standalone basis of the company has declined to Rs. 22,159.02 Lakhs as compared to Rs. 28,922.17 Lakhs in the previous year 2021-22. The Company has incurred Loss before depreciation and tax of Rs. (431.09) Lakhs as compared to loss before depreciation and tax of Rs. (652.05) Lakhs.

During the year, the Company had successfully executed export /deemed export orders of Rs. 1,549.69 Lakhs as compared to previous year of Rs. 1,619.00 Lakhs.

CONSOLIDATED FINANCIALS

In the financial year 2022-23, income from operations was Rs. 58,463.18 Lakhs as compared to Rs. 73,988.51 Lakhs in the previous year 2021-22. The loss before depreciation and tax has increased to Rs. (5,236.95) Lakhs as compared to profit before depreciation and tax of Rs. 2,051.61 Lakhs in the previous year.

During the year under review, the gross revenue of the subsidiary company Hindusthan Speciality Chemicals Limited has decreased to Rs. 36,306.20 Lakhs as compared to Rs. 45,086.18 Lakhs in financial year 2022-23, a downfall of 19.47%.

The Loss after tax for the financial year 2022-23 is Rs. (4,748.36) Lakhs as compared to the profit of Rs. 887.50 Lakhs in financial year 2021-22.

OUTLOOK

India is set to be the second-fastest growing economy in the G20 in FY 2022-23, despite decelerating global demand and the tightening of monetary policy to manage inflationary pressures. GDP growth will slow to 5.7% in FY 2023-24, as exports and domestic demand growth moderate. Inflation will crimp private consumption but moderate at the end of the projection period, helping along with improved global conditions, to boost growth to 6.9% in FY 2024-25, in line with the 20 year average (excluding the COVID-19 recession).

TRANSFER TO RESERVES

The Company do not propose to transfer any amount to general reserve for the financial year ended 31^st March, 2023. DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2022-23.

SUBSIDIARY COMPANIES

The Company has one material subsidiary company namely Hindusthan Speciality Chemicals Limited (HSCL).

HSCL is manufacturing various grades of Epoxy Resins and selling the same in HSCL’s brand name. HSCL has during the year under report plant capacity of LER/SER/Formulations/Hardeners/Bond One and Reactive Diluents. HSCL has installed coal-based boiler resulting into reduction in the utility cost.

HSCL LER and SER processes are now fully automated and running on Distributed Control System with adequate interlocks for improved safety during manufacturing.

HSCL is in to process of increasing the capacity of Reactive Diluents through modification in existing line, which will result in increase in product portfolio of Reactive Diluents.

Efforts are on for the reduction of waste polymer generated during the processing of LER. Company is exploring further ways to reduce cost by initiating various activities and have started recycling of water in the process to bring down the load on effluent and savings in water consumption.

HSCL has developed number of products in in-house research and Development Laboratory and commercialized the same which are accepted by the customers. Maximum emphasis is being given to increase the production and marketing of formulated products.

HSCL has commenced the manufacturing of Bond One range of products and it has been very well accepted by the market. Your company has commissioned the plant for Electrical and Electronic specialty products based on the Technology provided by international leader.

A statement containing the salient features of financial statements of the subsidiary Company in the prescribed Form AOC - 1 forms a part of the Consolidated Financial Statements (CFS) in compliance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014.

The said Form also highlights the financial performance of the subsidiary included in the Consolidated Financial Statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiary are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The audited financial statements including the Consolidated Financial Statements and all other documents required to be attached to this report have been uploaded on the website of the Company at www.hindusthanurban.com

The Policy for determining material subsidiaries is also available on the website of the company at www.hindusthanurban.com.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), a cash flow statement is part of the Annual Report 20222023. Further, the Consolidated Financial Statements of the Company for the financial year 2022-2023 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Listing Regulations. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries as approved by their respective Boards of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios and developments in business operations / performance of your Company’s and its subsidiaries’ business.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance. We believe in adherence to good corporate practices, implement policies and guidelines and develop a culture of the best management practices and compliance with the law coupled with the highest standards of integrity, transparency, accountability and ethics in all business matters to enhance and retain investor trust, long-term shareholder value and respect minority rights in all our business decisions.

As per Regulation 34 of the Listing Regulations, the Corporate Governance Report along with the requisite certificate received from the statutory auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the Listing Regulations forms a part of the Annual Report.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There was no change in the nature of business of the company during the financial year ended 31st March, 2023. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, the Board of Directors of your Company hereby state and confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) The selected accounting policies have been applied consistently and the judgments and estimates made are 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 that period;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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) Internal Financial Controls laid down in the company are adequate and were operating effectively;

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2023, the Board comprised of six Directors including one woman Director. The Board has an appropriate mix of Executive Directors (‘EDs’), Non-Executive Directors (‘NEDs’) and Independent Directors (‘ID’), which is compliant with the Companies Act, 2013, the SEBI Listing Regulations, 2015 and is also aligned with the best practices of Corporate Governance.

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2022-23, Mr. Sushil Kumar Mishra resigned from the position of Chief Financial Officer appointed under the category of Key Managerial Personnel of the Company with effect from the close of the business hours of 30th August, 2022. The Board places on record its appreciation for his invaluable contribution and guidance during his tenure as the Chief Financial Officer of the Company.

Further, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the appointment of Mr. Annul Khandelwal as the Chief Financial Officer under the category of Key Managerial Personnel of the Company at its meeting held on 27th February, 2023 with immediate effect.

*Mr. Annuj Khandelwal resigned from the position of Chief Financial Officer under the category of Key Managerial Personnel of the Company with effect from 28th May, 2023. The Board places on record its appreciation for the valuable services rendered by him during his tenure as the Chief Financial Officer of the Company.

** Mr. Vishal Pachisia-Vice President Commercial was appointed as the Chief Financial Officer under the category of Key Managerial Personnel of the Company by the Board of Directors at its meeting held on 28th May, 2023 with immediate effect, based on the recommendation of the Nomination and Remuneration Committee of the Company.

Your company is in full compliance of the Listing Regulations and the Act with regard to the composition of Board of Directors.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152(6) (c) of the Companies Act, 2013, Mr. Deepak Kejriwal (DIN: 07442554) is liable to retire by rotation at the Sixty-third Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment as Director.

KEY MANAGERIAL PERSONNEL

As on 31st March, 2023, the Company has following Key Managerial Personnel in compliance with the provisions of section 203 of the Act.

Mr. Raghavendra Anant Mody - Chairman & Whole-time Director

Mr. Deepak Kejriwal - Managing Director

Mr. Murari Lal Birmiwala - President-Finance & Secretary

Mr. Annuj Khandelwal - Chief Financial Officer

MEETINGS OF THE BOARD

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation.

During the financial year 2022-23, the Board met five times. For further details, please refer to the report on Corporate Governance of this Annual Report. The quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms a part of the Annual Report.

The details of meetings held and Director’s attendance, training and familiarisation programme and Annual Board Evaluation process for Directors, policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for Key Managerial Personnel and other employees, composition of Audit Committee, establishment of Vigil Mechanism for Directors and employees, form a part of the Corporate Governance Report of this Annual Report.

COMMITTEES OF THE BOARD

Currently, the Company has five Board level Committees: Audit Committee (“AC”), Nomination and Remuneration Committee (“NRC”), Stakeholders’ Relationship Committee (“SRC”), Corporate Social Responsibility Committee (“CSR”) and Share Transfer Committee.

Additionally, the Company has also constituted the Borrowing Committee and Investment & Guarantee Committee.

Detailed information regarding the Committees of the Board is included in the report on Corporate Governance, which forms a part of the Annual Report.

DECLARATION FROM THE INDEPENDENT DIRECTORS

The Company has three Non-executive, Independent Directors namely Mr. Sadhu Ram Bansal, Mr. Mool Chand Gauba and Ms. Deepika Agrawal. All the directors are professionally qualified and possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Director.

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of Section 149 (7) of the Act read with the Rules made thereunder and Regulation 25 (8) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

AUDITORS(i) STATUTORY AUDITORS

I n terms of the provisions of Section 139 of the Act read with the Companies (Audit & Auditors) Rules, 2014, M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration No. 304153E) was re-appointed as statutory auditors of the Company at the 62nd AGM of the Company held on 27th September, 2022, for a second term of five consecutive years from the financial year 2022-23 onwards to hold the office till the conclusion of 67th AGM of the Company.

K.N. Gutgutia & Co., Chartered Accountants, Statutory Auditors, have issued an unmodified opinion on the financial statements of the Company. There are no qualifications, reservations or adverse remarks made by the Auditors, in their report for the financial year ended 31st March, 2023.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud during the year under review.

(ii) AUDITORS’ REPORT

There is no adverse observation of Auditors’ on financial statements of the company. The Auditors’ Report, read with the relevant notes to accounts are self-explanatory and therefore does not require further explanation.

(iii) COST AUDITORS

In terms of provisions of Section 148 of the Act read with the Companies (Accounts) Rules, 2014, the Company is required to maintain the Cost records and undergo Cost Audit. M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) were appointed as the Cost Auditors, to conduct the Cost Audit of the Company for the Financial Year 2022-23.

M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) have carried out the Cost Audit. During the year under review, the Cost Auditor has not reported any fraud under Section 143(12) of the Act. As per the requirements of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records.

The Board of Directors, based on the recommendation of the Audit Committee, have appointed M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) as Cost Auditors to conduct the cost audit of the Company for the FY 2023-24 and it seeks ratification of remuneration from the members of company at ensuing Annual General Meeting. M/s J.K. Kabra & Co., being eligible, have consented to act as the Cost Auditors of the Company for the FY 2023-24.

M/s J.K Kabra & Co. have given their consent to act as Cost Auditors and confirmed that their appointment is within the limits of Section 139 of the Companies Act, 2013. They have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.

(iv) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its Meeting held on 27th May, 2022 had, on the recommendation of the Audit Committee, appointed Mr. Pankaj Kumar, proprietor of M/s. Pankaj Kumar & Associates, Company Secretaries (COP No :10148) to conduct the Secretarial Audit for the FY 2022-23.

The Secretarial Audit Report forms a part of this Annual Report and is annexed as Annexure-I to the Board’s Report. The report does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act.

(v) INTERNAL AUDITORS

The company had engaged M/s NSBP & Co., Chartered Accountants as Internal Auditors to conduct internal audit for the year 2022-23. The Internal Auditor report to the Board of Directors. The internal audit will help the company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee/Board under section 143(12) of the Act.

SHARE CAPITAL

The Authorised share Capital of the Company is Rs. 100,00,00,000/- divided into 25,00,000 equity shares of Rs. 10 /- each and 9,75,00,000 preference shares of Rs. 10/- each. The paid up Share Capital as on 31st March, 2023 stood Rs. 96,63,25,850/- consisting of Equity Share Capital of Rs 1,44,28,850/- Lakhs and Preference Share Capital of Rs. 95,18,97,000/-

During the year, the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this report, affecting the financial position or business operations of the Company.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, those of directors individually and of various committees. The performance of individual directors was evaluated on parameters, such as, number of meetings attended, contribution in the growth and formulating the strategy of the Company, independence of judgement, safeguarding the interest of the Company and minority shareholders, time devoted apart from attending the meetings of the Company, active participation in long term strategic planning, ability to contribute by introducing best practices to address business challenges and risk etc. The directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS

The Independent Directors met on 11th February, 2023 to review the performance evaluation of Non-Independent Directors and the entire Board of Directors, including the Chairman, while considering the views of the Executive and Non-Executive Directors.

The Independent Directors were satisfied with the overall functioning of the Board and its various committees, which displayed a high level of commitment and engagement. They also appreciated the exemplary leadership of the Chairman of the Board and its committees in upholding and following the highest values and standards of corporate governance.

DIRECTORS APPOINTMENT AND REMUNERATION

Appointment of Directors on the Board of the Company is based on the recommendations of the Nomination and Remuneration Committee. The Committee identifies and recommends to the Board, persons for appointment thereon, after considering the necessary and desirable competencies. The committee takes into account positive attributes like integrity, maturity, judgement, leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of finance, law, management, marketing, administration, research, etc.

In case of Independent Directors (IDs), they should fulfill the criteria of Independence as per the Act and Regulation 16 of the Listing Regulations in addition to the general criteria stated above. It is ensured that a person to be appointed as director has not suffered any disqualification under the Act or any other law to hold such an office.

The Directors of the Company are paid remuneration as per the Remuneration Policy of the Company. The details of remuneration paid to the directors during the year 2022-23 are given in Form MGT-7 and same will be made available on the website of the Company at www.hindusthanurban.com.

REMUNERATION POLICY

The Company has a Remuneration Policy relating to remuneration of the Directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. During the year under review, the Company has revised the Nomination and Remuneration Policy, in accordance with the amendments to Section 178 of the Act and Listing Regulations.

The Nomination & Remuneration Policy of the Company is available on the website of the company at www. hindusthanurban.com.

BOARD DIVERSITY

Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical backgrounds. The Board recognises the importance of a diverse composition and has adopted a policy on Diversity of Board which sets out its approach to diversity. The policy is available at the website of the Company at www.hindusthanurban.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is given in the Annexure-II to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which was duly approved by the Board. CSR Committee of the Board has developed a CSR Policy.

A detailed report regarding Corporate Social Responsibility as per the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as Annexure-III to the Boards’ report.

Additionally, the CSR Policy is available on the website of the company at www.hindusthanurban.com.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for proper maintaining of the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

VIGIL MECHANISM

Pursuant to the provisions of section 177 (10) of the Act, Regulation 22 of the Listing Regulations and Regulation 9A of the SEBI(Prohibition of Insider Trading) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Whistle Blower Policy is available on the website of the company at www. hindusthanurban.com.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Policy on Materiality of Related Party Transaction (RPT) & Dealing with RPT which is also available on the Company’s website at www. hindusthanurban.com.

All related party transactions that were entered Into during the financial year 2022-23, were on an arm’s length basis and in the ordinary course of business.

There are no material related party transactions made by the company during the year that required shareholders’ approval under Section 188 of the Act.

All the Related Party Transactions and subsequent material modifications are placed before the Audit Committee on a quarterly basis for its review and approval and are in accordance with the Policy on dealing with and Materiality of Related Party Transactions, formulated by the Company. Prior omnibus approval is obtained for RPTs on a yearly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arm’s length.

The details of the transactions with related parties during the financial year 2022-23 are provided in the accompanying financial statements. All RPTs entered during the financial year 2022-23 were in the ordinary course of the business and at arm’s length basis. No Material RPTs, as per the materiality threshold adopted by the Board of Directors, were entered during the year by the Company.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders were passed by any Regulators, Courts or Tribunals impacting the going concern status of the Company and its operations in future.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Listing Regulations, the details of Loans, Guarantees and Investments covered during the financial year 2022-23 are given in the notes to the Financial Statements.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Being a diversified and prudent enterprise, your Company continues to focus on a system-based approach to manage risks. Risk management has always been an integral part of your Company. Backed by strong internal control systems and existing Risk Management Framework have laid down the roles and responsibilities of various business segments regarding the managing of risks, covering a range of responsibilities, right from strategic to operational. These responsibilities today offer a strong foundation for appropriate risk management procedures, their effective implementation as well as the independent monitoring and reporting handled by Internal Audit and the top management team.

Your Company has set appropriate structures to monitor and manage inherent business risks proactively. Accordingly, raw material pricing risks, commodity risks and currency fluctuation risk effectively managed by its proficient and capable team. It also has appropriate checks and balances in place and aims to minimize the adverse impact of these risks on its operations.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force) from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

ANTI-SEXUAL HARASSMENT POLICY

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted Internal Complaints Committee and has a policy and framework for employees to report sexual harassment cases at workplace. There has not been any instance of complaint reported in this regard to Audit Committee.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid or unclaimed for a period of seven years from the date of their transfer to the unpaid dividend account are required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF”), established by the Central Government.

Further, pursuant to the provisions of Section 124(6) of the Act read with the Rules made there under and subsequent amendments thereto, all the shares in respect of which dividend has remained unclaimed/unpaid for seven consecutive years or more shall also be transferred in favour of the Demat account of IEPF Authority.

During the year under review, the Company has transferred unpaid and unclaimed dividends of Rs. 30,276/- for the financial year 2014-15 to the IEPF Authority and 1,120 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to the Demat Account of IEPF Authority as per requirements of the IEPF Rules.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website and can be accessed at www.hindusthanurban.com. The shareholders are therefore encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of 31st March, 2023 on its website at http://hindusthanurban.com/investorrelation. aspx?mpgid=151&pgidtrail=151&catid=20

POLICY FOR DETERMINATION OF MATERIALITY OF AN EVENT OR INFORMATION

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality-based events.

The Policy for Determination of materiality of an event or information policy can be accessed on the company’s website at www.hindusthanurban.com.

POLICY ON PRESERVATION OF DOCUMENTS

Pursuant to Regulation 9 of the Listing Regulations, the Company has adopted the policy on preservation of the documents.

The policy on preservation of documents can be accessed on the company’s website at www.hindusthanurban.com. CODE OF CONDUCT-FOR PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI and the process to familiarize with the sensitivity of UPSI.

The Code of Conduct for prevention of Insider Trading can be accessed on the Company’s website at www.hindusthanurban.com.

POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION (“UPSI”)

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”).

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information (“UPSI”) can be accessed on the company’s website at www.hindusthanurban.com.

PERSONNEL

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this report as Annexure-IV. A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn is provided as part of the Annexure.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of your Company during working hours, 21 days before the Sixty-third Annual General Meeting and shall be made available to any shareholder on request.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

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Mar 31, 2018

To

The Shareholders,

The Directors present their Fifty Eighth Annual Report and Audited Accounts of the Company for the year ended 31.03.2018 The operating results of the company for the year are as follows:

(Rs. in Thousand)

	2017-18	2016-17
The profit for the year after meeting all expenses but before providing for Gratuity, Depreciation, Taxation and exceptional items is: from which have to be deducted:	135518	159062
Gratuity according to statutory requirement	7871	10725
Depreciation for the current year	160826	153703
Exceptional Items (Income)	(23102)	-
Provision for Taxation	(29367)	(31942)
Provision for Dividend	1443	1443
Tax on Dividend	294	294
Leaving a balance of	17553	24839
To which have to be added:
The balance brought forward from the previous year	65952	16113
Making a total of	83506	40952
Out of which transferred to/(from) General Reserve	-	(25000)
Leaving a balance to be carried forward to next year’s account	83506	65952

State of Affairs & Operations

During the year under review, the gross revenue of the company has decreased to Rs.714.99 Crores as compared to Rs. 735.72 Crores in 2016-17. The profit before depreciation has decreased from Rs. 1507.49 Lakhs to Rs. 1483.37 Lakhs.

Consolidated financials

In the financial year 2017-18, income from operations was Rs. 727.92 Crores, as compared to Rs.749.18 Crores in the previous year 2016-17. The profit before depreciation has decreased from Rs. 1398.12 Lakhs to Rs.1266.81 Lakhs.

During the year under review, the gross revenue of the wholly owned subsidiary has increased to Rs.1300.90 Lakhs as compared to Rs.1192.03 Lakhs in financial year 2017-18. The loss after tax has increased from Rs. 56.58 Lakhs to Rs. 217.00 Lakhs.

Your Directors are pleased to inform that the Company booked new orders worth Rs. 530.04 crores in 2017-18. However due to deferment of order execution by some customers, the production for aluminium Conductors could not be taken during the year for some of these orders.

The availability of our prime raw material for conductor division i.e. aluminum remained satisfactory. However, due to upward swing of LME from USD 1912 in June 2017 to USD 2330 in February 2018, there were increase of prices of aluminium forcing deferment of supply.

The availability of power was comfortable except Mandideep Works. The Company has been able to keep the factories running with the help of captive power generating capacity where ever it was required.

There has been slow down in the issue of new tenders by major Power utility Power grid of India during the year but efforts are being made to secure more orders from private sector as well as state utilities.

During the year the company’s export in conductor division fallen due to increased aluminium prices in international market post US sanctions on Rusal. However, Exports in insulators posted an increase of 17.21%.

The Gwalior plant(Conductor) of the Company was discontinued for commercial operation due to unviable economic / logistic reasons. However, it did not had major impact on the overall operations of the company.

Dividend

Your Directors have recommended a dividend of Re. 1.00 per equity share(10%) for the financial year ended March 31, 2018 amounting to Rs. 17,36,622/- (inclusive of tax of Rs.2,93,737/-). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 14th September, 2018 in respect of shares held in dematerialised and physical form. It will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Wholly Owned Subsidiary Companies

The Company has three non-material wholly owned subsidiary companies i.e Hindusthan Speciality Chemicals Limited, Hindusthan Vidyut Products Limited and Hindusthan Projects Limited.

Hindusthan Speciality Chemicals Limited (HSCL or the Company) made concrete progress towards establishment of the state of the art Green-Field manufacturing facility of “Epoxy Resin and formulated products” at Jhagadia Distt, Bharuch, Gujarat. The construction work is in progress and the plant is expected to be commissioned by October, 2018. HSCL is marketing various grades of Epoxy Resins & Specialty formulations in HSCL’s own brand name, this is creating brand recognition in the market. Technology Transfer Agreement has been finalized with leading foreign partner for specialty formulations catering to the Electrical and Electronic applications, this will help to augment HSCL presence in this sector. Marketing network has been expanded across different regions of the country and distribution agreements have been concluded with channel partners to augment business penetration. For penetrating in the Export markets, various sales channels are being reviewed and expected to be finalized in the course of the next few months.

During the year 2018-19, the company is targeting increased sales of Formulated Products, Hardeners and maximizing LER sales as a system (i.e. supplied as Resin plus Hardener). The Company has paid Rs. 7,859.14 Lakhs till 31st March, 2018 by way of equity capital to subsidiary Company Hindusthan Speciality Chemicals Limited.

Hindusthan Vidyut Products Limited and Hindusthan Projects Limited, wholly owned non material subsidiaries have not commenced any commercial activity during the year.

There has been no change in relationship of any subsidiary company during the year.

A report on the performance and financial position of each of the subsidiaries as per the Companies Act, 2013 is provided in the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link i.e, http://hindusthanurban.com/ investorrelation.aspx?mpgid=151&pgidtrail=151&catid=14

Consolidated Financial Statement

The consolidated financial statements prepared in accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 are attached with the Annual Report.

Management Discussion and Analysis Report

As required under regulation 34 of the Listing Regulations with Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of this report.

Corporate Governance

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2018. A certificate from the Vice Chairman & Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the CEO and CFO confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) The selected accounting policies have been applied consistently and the judgments and estimates made are 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 that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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) Internal Financial Controls laid down in the company are adequate and were operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Directors and Key Managerial Personnel

Changes in Board of Directors and other Key Managerial Personnel

During the year under review, Mr. Rajendra Prasad Mody and Mr. Vikram Aditya Mody resigned from their Directorship w.e.f. August 31, 2017.

Mr Vivek Dayaram Kohli resigned as Whole Time Director w.e.f. close of business hours of March 31, 2018. He continues as Non-Executive Director.

Mr. Ramawatar Joshi, Independent Director resigned from the office of the director and other committee positions w.e.f 30.07.2018. The Board places on record its sincere appreciation for his guidance and expert advices.

On the recommendation of the Nomination and Remuneration Committee, Mr. Sadhu Ram Bansal was appointed as additional director in the category of Independent director w.e.f. 13.08.2018. He holds the office upto the ensuing Annual General meeting. The Board recommend to appoint him as Independent director in the ensuing Annual General meeting for a period of three years.

During the year, on the recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Raghavendra Anant Mody as additional Director w.e.f. 31.08.2017 and Whole time director of the Company with effect from October 03, 2017 for a term of three years subject to the approval of the shareholders. The shareholders in their Extra Ordinary General Meeting held on November 22, 2017, approved the appointment of Mr. Raghavendra Anant Mody as Whole time Director. He was appointed as the Chairman of the Board.

Mr. Anil Kumar Chandani resigned from the position of Chief Financial Officer of the company w.e.f August 04, 2017 and on the recommendation of the Nomination and Remuneration Committee, Mr. Deepak Kejriwal was appointed as Chief Financial Officer w.e.f. August 31, 2017.

Your company is in full compliance of Listing regulations and the Companies Act, 2013 with regard to the composition of Board of Directors.

Retirement by rotation

Mr. Vivek Dayaram Kohli will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment as director.

Board Meetings

Seven meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

Audit Committee

As on date, the Audit committee comprises of Mr Mool Chand Gauba, Chairman, Mr. Raghavendra Anant Mody, Mr. Shyam Sunder Bhuwania, Mr Sadhu Ram Bansal, Mr. Ratan Lal Nangalia and Ms. Suman Lata Saraswat. The Board has accepted all the recommendations made by the Audit Committee.

Declaration of Independent Directors

The Company has four independent directors namely Mr. Sadhu Ram Bansal, Mr. Ratan Lal Nangalia, Mr. Mool Chand Gauba, and Ms. Suman Lata Saraswat. All the directors are professionally qualified and possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Director.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing regulations.

Auditors

i) Statutory Auditor

At the AGM of the Company held last year pursuant to the provisions of the act and rules made thereunder, M/s. K.N. Gutgutia & Co. Chartered accountants (firm registration no. 304153E) were appointed as Statutory Auditor of the company from the conclusion of 57th AGM held on September 29, 2017 till the conclusion of 62nd AGM to be held in the year 2022, subject to ratification of their appointment at every AGM. M/s. K.N. Gutgutia have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

Further pursuant to the Companies (Audit and Auditors)Amendment Rules, 2018, requirement for ratification of the Statutory Auditors in every AGM have been dispensed with.

The Audit Report of M/s. K.N. Gutgutia, Chartered Accountants on the Financial Statements of the company for the Financial Year 2017-18 is a part of the Annual Report. The report does not contain any qualification, reservation, adverse remark or disclaimer.

ii) Cost Auditors

M/s. J.K Kabra & Co., Cost Accountants were appointed as Cost Auditors for auditing the cost accounting records of our Company for the year ended March 31, 2018 by the Board of Directors, the report will be filed in due course. The Cost Audit Report for the year 2016-17 has been filed under XBRL mode within the due date of filing.

Further, The Company is required to maintain the cost accounting records in terms of section 148(1) of the Companies Act, 2013 read with rules made thereunder. The Company is regularly maintaining the required cost accounting records.

iii) Secretarial Auditor

The Board has appointed Mr. Kapoor Chand Garg of M/s KCG & Associates, Company Secretaries to conduct the Secretarial Audit for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended 31.03.2018 is annexed herewith marked as Annexure-A to this report. The observation(s) in secretarial audit report are self-explanatory and need no comments.

The Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) and Secretarial Standards on Dividend (SS-3) (together referred to as the Secretarial Standards), as approved by the Central Government, have been issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) of the Companies Act, 2013 (the Act), vide ICSI Notification No. 1 (SS) of 2015 dated 23rd April, 2015 and published in the Gazette of India Extraordinary Part III-Section 4. These Secretarial Standards came into force w.e.f. 1st July 2015.

The Company is adhering the above standards.

iv) Internal Auditors

M/s. M.L Garg & Co., Chartered Accountants performs the duties of Internal Auditors of the Company and their report are reviewed by the Audit committee from time to time.

As per the recommendations of Audit committee, M/s. M.L Garg & Co., Chartered Accountants were re-appointed as internal auditors for conductor division for the financial year 2018-19. An officer of the company was appointment as internal auditor for Insulator division of the company.

Share Capital

The Authorised share Capital of the Company is Rs. 2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/- each. The paid up Equity Share Capital as on 31.03.2018 stood Rs. 1,44,28,850/-.

During the year under review the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

Stock Exchange and Depositories

The listing fees for 2018-2019 has been paid to BSE Ltd.

Annual Custody / Issuer fee has been paid to NSDL and CDSL, the depositories where the shares of the company are dematerialized.

Material changes and commitments

No material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this report, affecting the financial position of the Company.

Annual Evaluation of Board and Directors

As required under the Companies Act, 2013 and the Listing Regulations, an evaluation of the performance of the Independent Directors was carried out by the Board of Directors during the year, based on the criteria laid down by the Nomination and Remuneration Committee. On an overall assessment, it was found that all the Independent Directors have given a good account of themselves. The Board concluded that the Independent Directors individually and collectively were well qualified and their contributions were in the interest of the Company.

The Independent Directors in a separate meeting held on 31.01.2018 reviewed and evaluated the performance of NonIndependent Directors and Board as a whole.

Keeping the requirements under the Act and the Listing Regulations, the Independent Directors laid down broad areas for evaluation. After detailed discussion, it was concluded that the performance of the Board collectively and the Directors individually on all counts of evaluation were appreciable.

The performance of the Executive Directors was evaluated by Independent Directors for leadership and direction to the Company judging as per the parameters of the evaluation criteria and it was noted that their performance was satisfactory

The Board carried out the performance evaluation of its committees.

Directors Appointment and Remuneration

Appointment of Directors on the Board of the Company is based on the recommendations of the Nomination and Remuneration Committee. The committee identifies and recommends to the Board, persons for appointment on the Board, after considering the necessary and desirable competencies. The committee takes into account positive attributes like integrity, maturity, judgement, leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of finance, law, management, marketing, administration, research, etc.

In case of Independent Directors (IDs) they should fulfill the criteria of independence as per the Act and Regulation 16 of the Listing Regulations in addition to the general criteria stated above. It is ensured that a person to be appointed as director has not suffered any disqualification under the Act or any other law to hold such an office.

The Directors of the Company are paid remuneration as per the Remuneration Policy of the Company. The details of remuneration paid to the directors during the year 2017-18 are given in Form MGT-9 annexed hereto.

Remuneration Policy

The Company has a Remuneration Policy relating to remuneration of the Directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. The Remuneration Policy is in accordance with Section 178 of the Act and the Rules made thereunder and annexed as Annexure-B.

The Remuneration Policy of the Company is available on its website.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-C to this report.

Compliance certificate of the Auditors

Certificate from the Company’s Auditor, M/s. K.N. Gutgutia & Co., Chartered Accountants confirming compliance with conditions of Corporate Governance as stipulated in para D of Schedule V to the Listing Regulations, is attached to this Report.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which was duly approved by the Board. CSR Committee of the Board has developed a CSR Policy. Additionally The CSR Policy may be accessed on the Company’s website at the link: http://www.hindusthanurban.com/pdf/policy/HUIL_ CSR%20Policy.pdf

In view of losses in preceding three years the Company was not eligible to spend towards CSR activities for the financial year 2017-18.

Internal Control System and their Adequacy

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Investor Services

The Company values its investors immensely. With a view to keep its investors well informed of its activities, the Company has taken the following initiatives:

- Maintaining user friendly investor section on the website of the Company i.e, www.hindusthanurban.com

- A dedicated email id viz, [email protected] for interacting on various matters with respect to share transfer, transmission, dividends and other related issues with the Company Secretary and Compliance officer.

Vigil Mechanism

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link: http://hindusthanurban.com/investorrelation. aspx?mpgid=151&pgidtrail=151&catid=14

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Such Related Party Transactions which are proposed to be entered during the financial year are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.hindusthanurban.com/pdf/policy/HUIL_RPT%20Policy. pdf

Significant Material Orders Passed by Regulators or Courts or Tribunals

No significant orders have been passed by any Regulators, Courts or Tribunals impacting the going concern status and Company’s operations in future.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Particulars of Contracts or arrangement with related parties

During the year the company had not entered in to any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction. The relevant information regarding related party transactions has been set out in note no. 4 of the standalone financial statement for the year ended 31.03.2018.

The Company has formulated a policy for transacting with Related Parties, which is uploaded on the website of the Company (http://hindusthanurban.com/investorrelation.aspx?mpgid=151&pgidtrail=151&catid=14). Transactions with the related parties are disclosed in Notes to the financial statements in the Annual Report. The disclosure in Form AOC-2 is attached as Annexure-D.

Development and Implementation of a Risk Management Policy

The Company has a Risk Management Committee consisting Vice Chairman & Managing Director and Independent Directors and which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces. The Company addresses the potential risks impacting the Company.

Public Deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Anti-Sexual Harassment Policy

Pursuant to the “Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company constituted Internal Complaints Committee. There has not been any instance of complaint reported in this regard to Audit Committee.

The Company has internal complaints committee as prescribed under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and is in compliance of provisions of the said act.

Extract of Annual Return

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules,2014, the extract of Annual Return in Form MGT-9 is attached as Annexure-E.

Personnel

Particulars of Directors and Employees, as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure-F and form part of this Report.

For and on behalf of the Board of Directors

Raghavendra Anant Mody

Place: New Delhi Chairman

Date: August 13, 2018 (DIN: 03158072)

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Mar 31, 2016

The Shareholders,

The Directors present their Fifty Sixth Annual Report and Audited Accounts of the Company for the year ended 31.03.2016.

The operating results of the company for the year are as follows:

(Rs. in Thousand)

	2015-16	2014-15
The profit for the year after meeting all expenses but before providing for Gratuity, Depreciation,
Taxation and extra-ordinary income is :	1,49,241	1,53,959
from which have to be deducted
Gratuity according to statutory requirement	9,160	13,381
Depreciation for the current year	1,30,350	91,744
Provision for Taxation	(6195)	21,171
Provision for Dividend	1,443	1,443
Tax on Dividend	294	294
Leaving a balance of	14,189	25,926
To which have to be added:
The balance brought forward from the previous year	1,924	-
Making a total of	16,113	25,926
Out of which transferred to General Reserve	-	24,002
Leaving a balance to be carried forward to next year’s account	2113	1,924

State of Affairs & Operations

During the year under review, the gross revenue of the company has decreased to Rs.755.84 Crores as compared to Rs.841.92 Crores in 2014-15. The profit before depreciation has marginally decreased from Rs.1405.78 Lacs to Rs.1400.81 Lacs.

Consolidated financials

In the Financial Year 2015-16, income from operations was Rs.756.99 crores, as compared to Rs.837.77 Crores in the previous year 201415. The profit before depreciation has marginally decreased from Rs.1331.75 Lacs to Rs.1299.98 Lacs.

Revenue from wholly owned subsidiary i.e, Hindusthan Speciality Chemicals Limited was Rs.566.43 Lacs and net profit (loss) after tax was Rs. (178.97) Lacs.

Your Directors are pleased to inform that the commercial production for manufacturing activities of aluminum wire rod and conductors at Khurda, near Bhubaneswar in the state of Odisha were commenced during the year.

In view of weak and sluggish real estate market globally, plans to develop Company’s land at Bangalore into residential apartments were kept on hold.

The operations of Conductors at Faridabad works have become uneconomical because of locational disadvantages and as such production of Conductors has been discontinued during the year under review.

The availability of our prime raw material for conductor division i.e. aluminum remained satisfactory. Although there were fluctuations of prices of aluminum in the domestic as well as International markets. It did not affect the margins as there were price variation clause in orders.

The availability of power was comfortable except Mandideep Works. The company has been able to keep the factories running with the help of captive power generating capacity.

There has been slow down in the issue of new tenders by Power utilities during the year which has been picked up recently. Efforts are being made to secure more orders by participating in larger number of tenders.

During the year the company executed export orders (including sale under global tenders in India) worth Rs.8896.35 lacs approximately as compared to Rs.37427.11 lacs during the financial year 2014-15. However, physical export rose to Rs.4982.43 lacs from Rs.746.89 lacs in 2014-15. We are continuously striving to increase our export order book and add more markets.

Dividend

Your Directors have recommended a dividend of Rs.1.00 per equity share for the financial year ended 31^st March, 2016 amounting to Rs.17,36,622/- (inclusive of tax of Rs.2,93,737/-). The dividend payout is subjected to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 16^th September, 2016 in respect of shares held in dematerialized and physical form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Wholly Owned Subsidiary Companies

The Company has a material wholly owned subsidiary, Hindusthan Speciality Chemicals Limited and two non-material wholly owned subsidiary companies, Hindusthan Vidyut Products Limited and Hindusthan Projects Limited.

Hindusthan Speciality Chemicals Limited (HSCL), wholly owned subsidiary company has taken further steps to set up it’s state of the art green field manufacturing facility of Epoxy Resin and formulated products at Jhagadia, Distt. Bharuch, Gujarat. Approval for Environment clearance, consent to establish from Gujarat Pollution Control Board, Directorate of Industrial Safety and Health, Chief Controller of Explosives, Petroleum and Explosives Safety Organization and others have been obtained with respect to the project. Financial tie-up for the project have been firmed up with consortium of Banks for a total loan amount of Rs.172.80 Crores. The plant is targeted to start commercial production by October, 2017. The company has commenced their R&D cum formulation facility in a pilot plant at Taloja since August, 2015. The company has also started marketing activities in its own brand, with the support of it’s innovative technology partners. Further, for the financial year 2016-2017 the company has targeted to scale up the business volume and serve quality products to its clients. HSCL’s quality lab is equipped with instruments which will facilitate to achieve excellence in monitoring both incoming raw materials and outgoing value added products. The company quality team is comprised of qualified and experienced personnel who are competent to test the products for their right application. A sum of Rs.55.08 Crores have been paid till 31st March, 2016 by way of equity capital by your Company to Hindusthan Speciality Chemicals Limited.

Hindusthan Vidyut Products Limited, a wholly owned non material subsidiary company has not commenced any commercial activity during the year.

During the year under review, Hindusthan Projects Limited a non-material wholly owned subsidiary company was incorporated on 04.11.2015, which is not carrying on any operations presently.

There has been no change in relationship of any subsidiary company during the year.

A report on the performance and financial position of each of the subsidiaries as per the Companies Act, 2013 is provided in the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link i.e, http://www.hindusthanurban.com/pdf/policy/Policy%20for%20 determining%20material%20subsidiaries HUIL.PDF

Consolidated Financial Statement

The consolidated financial statements prepared in accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 are attached with the Annual Report.

Management Discussion and Analysis Report

As required under regulation 34 of the Listing Regulations with Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of this report.

Corporate Governance

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2016. A certificate from the Vice Chairman & Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the CEO and CFO confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) The selected accounting policies have been applied consistently and the judgments and estimates made are 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 that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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) Internal Financial Controls laid down in the company are adequate and were operating effectively.

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Directors and Key Managerial Personnel

Changes in Board of Directors and other Key Managerial Personnel

Mr. Om Prakash Shroff and Mr. Subhash Madan resigned from the Board due to their pre-occupations w.e.f. June 15, 2015 and February 29, 2016 respectively. The Board of Directors placed on record its appreciation for the valuable advice and guidance provided by Mr. Om Prakash Shroff and Mr. Subhash Madan during their long and fruitful association with the Company.

During the year under review, the Nomination and Remuneration Committee recommended the appointment of Mr. Ratan Lal Nangalia as director. Accordingly, the Board appointed Mr. Ratan Lal Nangalia as director in casual vacancy in place of Mr. Om Prakash Shroff. The Nomination and Remuneration Committee considered and recommended the appointment of Mr. Vivek Dayaram Kohli as whole time director of the Company. The Board, after discussions, appointed Mr Vivek Dayaram Kohli as Whole time Director with effect from April 1, 2016 for a term of three years subject to the approval of the shareholders in ensuing annual general meeting of the Company. The Company has received notice with requisite deposit of Rs.1,00,000/- from a shareholder for the candidature of Mr. Vivek Dayaram Kohli in the capacity of director of the Company. The Board recommends the appointment of Mr. Vivek Dayaram Kohli as Whole time Director. During the year under review, Mr. Deepak Kejriwal was redesignated as Chief Operating Officer-Conductor w.e.f. April 01, 2016 and therefore, he ceased to act as the Chief Financial Officer.

On the recommendation of Nomination and Remuneration Committee and Audit Committee, Mr. Anil Kumar Chandani was appointed as Chief Financial Officer in the category of key Managerial Personnel as per the provisions of the Companies Act, 2013 w.e.f. from 01.04.2016.

Your company is in full compliance of Listing regulations and the Companies Act, 2013 with regard to the composition of Board of Directors.

Retirement by rotation

Mr. Vikram Aditya Mody will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his re-appointment as Director.

Board Meetings

Six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

Audit Committee

As on date, the Audit committee comprises of Mr. Mool Chand Gauba, Chairman, Ms. Suman Lata Saraswat and Mr. Shyam Sunder Bhuwania. The Board has accepted all the recommendations made by the Audit Committee.

Declaration of Independent Directors

The Company has four independent directors namely Mr. Ramawatar Joshi, Mr. Ratan Lal Nangalia, Mr. Mool Chand Gauba and Ms. Suman Lata Saraswat. All the directors are professionally qualified and possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Director.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing regulations.

Auditors

i) Statutory Auditors

M/s. K. M. Agarwal & Co., Chartered Accountants (Firm Registration No. 853N) were appointed as statutory auditors of the company at the last Annual General Meeting held on 21.09.2015 up to fifty eighth Annual General Meeting subject to ratification by members at every subsequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

There are no qualification, reservation, or adverse remarks or disclaimer in the Auditors Report to the members on the Annual Financial Statements for the year ended 31.03.2016.

ii) Branch Auditors

M/s. Rajratan & Co., Chartered Accountants (Firm Registration No. 307101E) were appointed as branch auditors of the company at the last Annual General Meeting held on 21.09.2015 up to fifty eighth Annual General Meeting subject to ratification by members at every subsequent Annual General Meeting. Therefore, ratification of appointment of Branch Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

There are no qualification, reservation, or adverse remarks or disclaimer in the Auditors Report to the members on the Annual Financial Statements for the year ended 31.03.2016.

iii) Cost Auditors

M/s. J.K Kabra & Co., Cost Accountants were appointed as Cost Auditors for auditing the cost accounting records of our Company for the year ended 31^st March, 2016 by the Board of Directors, the report for which is under preparation and will be filed in due course. The Cost Audit Report for the year 2014-15 has been filed under XBRL mode within the due date of filing.

iv) Secretarial Auditor

The Board has appointed Mr. Amit Kumar, Company Secretary in practice to conduct the Secretarial Audit for the financial year 2016-17.

The Secretarial Audit Report for the financial year ended 31.03.2016 is annexed herewith marked as Annexure-A to this report. The report does not contain any qualification, reservation and adverse remark.

The Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) (together referred to as the Secretarial Standards), as approved by the Central Government, have been issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) of the Companies Act, 2013 (the Act), vide ICSI Notification No. 1 (SS) of 2015 dated 23^rd April, 2015 and published in the Gazette of India Extraordinary Part III-Section 4. These Secretarial Standards came into force w.e.f. 1^st July, 2015.

The Company is adhering both standards from 1^st July, 2015.

v) Internal Auditors

M/s. M.L Garg & Co., Chartered Accountants performs the duties of Internal Auditors of the Company and their report are reviewed by the Audit committee from time to time.

As per the recommendations of Audit committee, M/s. M.L Garg & Co., Chartered Accountants were re-appointed as internal auditors for the financial year 2016-17.

Share Capital

The Authorized share Capital of the Company is Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/- each. The paid up Equity Share Capital as on 31.03.2016 was Rs.1,44,28,850/-.

During the year under review the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

Listing with Stock Exchange

In view of de-recognition of Delhi Stock Exchange, the Company received a communication from DSE that the Company neither need to comply the provisions of listing agreement nor required to pay annual listing fee. During the year, the Company, in order to provide liquidity to the shareholders of the Company and in compliance with the SEBI guidelines/circulars applied for direct listing of equity shares to BSE Limited (BSE).

BSE Limited provided its in-principle approval for listing of equity shares of the Company.

The listing fees will be paid upon approval of listing by BSE.

Annual Custody/Issuer fee has been paid to NSDL and CDSL, the depositories where the shares of the company are dematerialized. Material changes and commitments

No material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this report, affecting the financial position of the Company.

Annual Evaluation of Board and Directors

As required under the Companies Act, 2013 and the Listing Regulations, an evaluation of the performance of the Independent Directors was carried out by the Board of Directors during the year, based on the criteria laid down by the Nomination and Remuneration Committee. On an overall assessment, it was found that all the Independent Directors have given a good account of themselves. The Board concluded that the Independent Directors individually and collectively were well qualified and their contributions were in the interest of the Company. The Independent Directors in a separate meeting held on 28.03.2016 reviewed and evaluated the performance of Non-Independent Directors, Board as a whole and the performance of the Chairman of the Company.

Keeping the requirements under the Act and the Listing Regulations, the Independent Directors laid down broad areas for evaluation. After detailed discussion, it was concluded that the performance of the Board collectively and the Directors individually on all counts of evaluation were appreciable.

The performance of the Chairman and other Executive Directors was evaluated by Independent Directors for leadership and direction to the Company judging as per the parameters of the evaluation criteria and it was noted that their performance was satisfactory. It was further noted that the Chairman took proper initiative in policy decisions making with the senior executives and Board.

The Board carried out the performance evaluation of its committees.

Directors Appointment and Remuneration

Appointment of Directors on the Board of the Company is based on the recommendations of the Nomination and Remuneration Committee. The committee identifies and recommends to the Board, persons for appointment on the Board, after considering the necessary and desirable competencies. The committee takes into account positive attributes like integrity, maturity, judgment, leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, etc.

In case of Independent Directors (IDs) they should fulfill the criteria of independence as per the Act and Regulation 16 of the Listing Regulations in addition to the general criteria stated above. It is ensured that a person to be appointed as director has not suffered any disqualification under the Act or any other law to hold such an office.

The Directors of the Company are paid remuneration as per the Remuneration Policy of the Company, the gist of which is given under the heading Remuneration Policy’ herein below. The details of remuneration paid to the directors during the year 2015-16 are given in Form MGT-9 annexed hereto.

Remuneration Policy

The Company has a Remuneration Policy relating to remuneration of the Directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. The Remuneration Policy is in accordance with Section 178 of the Act and the Rules made there under. The salient features of the Policy are given below:

i. Guiding principle

The guiding principle of the Policy is that the remuneration and other terms of employment should effectively help in attracting and retaining committed and competent personnel.

ii. Directors

Non-executive directors are paid remuneration in the form of sitting fees for attending Board/ Committee meetings as fixed by the Board from time to time subject to statutory provisions. Presently, sitting fee is Rs.10,000/- per Board meeting and Committee meeting. Remuneration of Managing Director is fixed by the Board of Directors on the recommendation of the Nomination and Remuneration Committee, subject to the approval of the shareholders and other authorities, if required. The Nomination and Remuneration Committee, while recommending the remuneration, takes into account pay and employment conditions in the industry, merit and seniority of the person and paying capacity of the Company. The remuneration which comprises of salary, perquisites, performance based reward and retirement benefits as per Company Rules is subject to the limits laid down under the Act.

iii. Key Managerial Personnel (KMP)

Appointment and cessation of service of KMP are subject to the approval of the Nomination and Remuneration Committee and Board of Directors.

iv. Other employees

The remuneration of other employees is fixed from time to time as per the guiding principle laid down in the Remuneration Policy and considering industry standards and cost of living. In addition to salary, they are also provided perquisites and retirement benefits as per schemes of the Company and statutory requirements, where applicable.

The Remuneration Policy of the Company is available on its website.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

Compliance Certificate of the Auditors

Certificate from the Company’s Auditors, M/s. K. M. Agarwal & Co., confirming compliance with conditions of Corporate Governance as stipulated in para D of Schedule V to the Listing Regulations, is attached to this Report.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which was duly approved by the Board. CSR Committee of the Board has developed a CSR Policy the salient feature of which are given as part of this report as Annexure-C. Additionally The CSR Policy may be accessed on the Company’s website at the link: http://www. hindusthanurban.com/pdf/policy/HUIL CSR%20Policy.pdf

Internal Control System and their Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Investor Services

The Company values its investors immensely. With a view to keep its investors well informed of its activities, the Company has taken the following initiatives:

- Maintaining user friendly investor section on the website of the Company i.e, www.hindusthanurban.com

- A dedicated email id viz, [email protected] for interacting on various matters with respect to share transfer, transmission, dividends and other related issues with the Company Secretary and Compliance officer.

Vigil Mechanism

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link:

http://www.hindusthanurban.com/pdf/policy/HUIL Whistle%20Blower%20Policy.pdf Related Party Transactions

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions were approved by the Audit Committee and the Board. The relevant information regarding related party transactions has been set out in Note no. 32 of the Standalone Financial Statement for the financial year ended 31.03.2016. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.hindusthanurban.com/pdf/policy/HUIL RPT%20Policy.pdf

Significant Material Orders Passed by Regulators or Courts or Tribunals

No significant orders have been passed by any Regulators, Courts or Tribunals impacting the going concern status and Company’s operations in future.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-D.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Particulars of Contracts or arrangement with related parties

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Such Related Party Transactions which are proposed to be entered during the financial year are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis.

The Company has formulated a policy for transacting with Related Parties, which is uploaded on the website of the Company (http://www. hindusthanurban.com/pdf/policy/HUIL RPT%20Policy .pdf). Transactions with the related parties are disclosed in Notes to the financial statements in the Annual Report. The disclosure in Form AOC-2 is attached as Annexure-E.

Development and Implementation of a Risk Management Policy

The Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces. The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

Public Deposits

The Company has not accepted any deposits covered under Chapter V from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Anti-Sexual Harassment Policy

Pursuant to the “Sexual Harassment" of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company constituted Internal Complaints Committee at all its workplaces. There has not been any instance of complaint reported in this regard to any of the Committee.

Personnel

Particulars of Directors and Employees, as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure-F and form part of this Report.

For and on behalf of the Board of Directors

Sd/-

Rajendra Prasad Mody

Place : New Delhi Chairman

Date : May 23, 2016 (DIN: 00140503)