himadri special Directors report

Dear Members,

Your Board of directors has the pleasure of presenting its report as a part of the 34^th Annual Report of your Company ("the Company" or "HSCL"), together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors Report thereon for the financial year ended 31 March 2022.

1. Financial Highlights

The financial results of the Company for the financial year ended 31 March 2022 are summarised below:

Amount in Rs Lakhs

Sl.		Standalone	Consolidated
No.	Particulars	2021-22	2020-21	2021-22	2020-21
I.	Revenue from operations	279,131.40	167,945.80	279,131.77	167,945.80
II.	Other income	721.60	1,382.59	722.16	1,404.66
III.	Total income (I + II)	279,853.00	169,328.39	279,853.93	169,350.46
IV.	Expenses
	Cost of materials consumed	239,179.74	115,646.45	238,453.82	108,208.81
	Changes in inventories of finished goods and work-in-progress	(14,177.78)	8,362.45	(13,967.65)	15,182.91
	Employee benefits expense	8,015.65	7,551.05	8,076.66	7,611.14
	Finance costs	3,504.05	3,321.17	3,561.86	3,343.43
	Depreciation and amortisation expense	4,663.40	4,421.95	4,954.76	4,697.42
	Other expenses	30,721.42	23,628.64	30,962.89	23,850.62
	Total expenses (IV)	271,906.48	162,931.71	272,042.34	162,894.33
V.	Profit before exceptional items and tax (III-IV)	7,946.52	6,396.68	7,811.59	6,456.13
VI.	Exceptional Items	-	-	(2,465.06)	-
VII.	Profit before tax (V-VI)	7,946.52	6,396.68	5,346.53	6,456.13
VIII.	Tax expenses
	Current tax	1,388.57	1,184.06	1,389.29	1,184.06
	Deferred tax	51.76	545.45	51.76	545.45
IX.	Profit for the year (VM-VIM)	6,506.19	4,667.17	3,905.48	4,726.62

2. Performance Highlights

i) Financial Performance - Standalone

The Company achieved total Revenue from Operations of Rs 279,131.40 lakhs for the year ended 31 March 2022 as against Rs 167,945.80 lakhs for the year ended 31 March 2021 representing an increase of 66.2% because of increase in volume and average realisation. The earnings before interest, taxes, depreciation, and amortisation (EBITDA) for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income was Rs 16,159.31 lakhs as compared to Rs 12,75721 lakhs for the previous year. EBITDA for the year increased by 26.7% due to increase in average realisation, capacity utilisation and operational efficiencies. During the financial year 2021-22, the Company earned a profit after tax of Rs 6,506.19 lakhs as compared to Rs 4,66717 lakhs in the previous year.

ii) Financial Performance - Consolidated

On consolidated basis, the total revenue from operations in the financial year 202122 increased by 66.2% to Rs 279,131.77 lakhs from Rs 167,945.80 lakhs in the previous year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income, was Rs 16,28713 lakhs as compared to Rs 13,092.32 lakhs for the previous year. EBITDA for the year increased by 24.4% due to increase in average realisation, capacity utilisation and operational efficiencies. During the financial year 2021-22, the Company earned a profit after tax of Rs 3,905.48 lakhs as compared to Rs 4,726.62 lakhs in the previous year.

3. Dividend

In terms of Dividend Distribution Policy of the Company, the Board of Directors of the Company (the Board) has recommended a dividend of 0.20 per equity share having face value of Rs 1/- each (i.e. @20%) per Equity Share on 419,339,650 equity shares of face value Rs 1/- each for the financial year ended 31 March 2022 (Dividend for financial year 2020-21 @ Rs 0.15/- per equity share on 418,965,278 equity shares of Rs 1/- each) out of its current profits, subject to the approval of Members at the ensuing Annual General Meeting (hereinafter referred to as AGM) of the Company The Dividend payout during the financial year ended 31 March 2022 was Rs 628.45 lakhs (previous year: Rs 628.21 lakhs). The Dividend Distribution Policy has been available on the website of the Company at www.himadri.com at the link. https://www. himadri.com/pdf/corporate_governance/ dividend_distribution_policy.pdf Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a Company shall be taxable in the hands of the shareholders w.e.f. 1 April 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after necessary deduction of tax at source at the prescribed rates, wherever applicable. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31 March 2022 and the AGM. Book closure date has been indicated in the notice convening AGM.

4. Reserves and Surplus

During the current financial year, the Company has not transferred any amount to the General Reserve.

5. Subsidiaries

The Company has two subsidiary Companies 1) AAT Global Limited ("AAT") in Hong Kong in which the Company holds 100% equity, 2) Shandong Dawn Himadri Chemical Industry Limited ("SDHCIL") in China, in which the Company holds 94% equity through its wholly owned subsidiary Company, AAT Global Limited. During the financial year 2020-21 and 2021-22, AAT Global Limited was material subsidiary pursuant to Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations). The Company has formulated a policy for determining material subsidiaries. The policy is available on the website of the Company at https://www.himadri.com/pdf/corporate_ governance/policy_for_determining_material_ subsidiary.pdf

A report on the performance and financial position of each of the subsidiaries as per provisions of sub section (3) of Section 129 of the Companies Act, 2013 ("Act") read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed to this report as Annexure I.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company for the financial year ended 31 March 2022, along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.himadri.com

• Names of Companies which become or ceased to be its Subsidiaries, Joint Ventures or Associates

No Company has become or ceased to be a subsidiary or joint venture or associates of the Company during this financial year.

6. Consolidated Financial Statements

The consolidated financial statements of the Company for the year ended 31 March 2022, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations. The financial statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information.

The Audited Consolidated Financial Statements along with the Auditors Report thereon forms part of the Annual Report.

7. Windmills

During the financial year 2021-22, the windmills at Dhule in Maharashtra generated 26,14,719 kwh units of wind energy as compared to 9,15,579 kwh units in the previous year. The revenue generated by the windmills for the year remained at Rs 65.89 lakhs as compared to Rs 23.07 lakhs in previous year. The revenue increased due to more unit generation.

8. Working Capital

The Company continues to enjoy working capital facilities under multiple banking arrangements with various banks including Axis Bank Limited, Bank of Baroda, Citi Bank N.A., DBS Bank India Limited, The Federal Bank Limited, HDFC Bank Limited, The Hongkong and Shanghai Banking Corporation Limited, ICICI Bank Limited, IDFC First Bank Limited, IndusInd Bank Limited, Kotak Mahindra Bank Limited, RBL Bank Limited, Standard Chartered Bank, State Bank of India and Yes Bank Limited. The Company has been regular in servicing these debts.

9. Credit Rating

The Company has obtained Credit Rating of its various credit facilities and instruments

from ICRA Limited and CARE Ratings Limited. The details about the rating assigned by the agencies are clearly elaborated in the Corporate Governance Report forming part of the Boards Report.

10. Capital Expenditure

During the financial year 2021-22, the Company incurred capital expenditure on account of addition to fixed assets aggregating to Rs 2,316.01 lakhs (including capital work in-progress and capital advances).

11. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152(6) of the Act, the members of the Company at the 33^rd Annual General Meeting (AGM) held on 29 September, 2021, re-appointed Mr Anurag Choudhary (DIN: 00173934) and Mr. Amit Choudhary (DIN: 00152358) who were liable to retire by rotation.

Further, Mr Santosh Kumar Agrawala (DIN: 00364962) has been re-appointed as Independent Director of the Company for the second term of five consecutive years w.e.f 14.11.2021 by means of passing Special Resolution of the members at the 33^rd AGM of the Company. During the year under review, the Board of Directors of the Company (based on the recommendation of the Nomination & Remuneration Committee) had appointed Mr. Girish Paman Vanvari (DIN: 07376482) and Mr. Gopal Ajay Malpani (DIN: 02043728) as Independent Directors of the Company for a term of 5 (five) consecutive years w.e.f. 22 June 2021 and 13 August 2021 respectively. The said appointments were approved by the Shareholders of the Company with overwhelming majority at the 33^rd AGM of the Company.

• Changes in Board Composition

During the financial year 2021-22, Mr Hanuman Mal Choraria (DIN: 00018375), Independent Director, had demised on 26 April 2021. Your Board of directors places on record its sincere appreciation for the services rendered by him.

Mr. Bankey Lal Choudhary (DIN: 00173792), Mr. Vijay Kumar Choudhary (DIN: 00173858) and Mr Tushar Choudhary (DIN: 00174003) Executive Directors have resigned from the Directorship of the Company with effect from 08 July 2022 due to personal reason. Your Board of Directors places on record its sincere appreciation for the services rendered by them.

Further Mr. Hardip Singh Mann (DIN: 00104948) and Ms. Sucharita Basu De (DIN: 06921540) Independent Directors have resigned from the Directorship of the Company with effect from 08 July 2022. Mr. Mann and Ms Basu informed that their resignations were purely on account of personal reasons. They have also confirmed that there are no other material reasons attributable / connected with the Company for their resignation. The Board places on record its deep appreciation for the contributions of Mr. Hardip Singh Mann and Ms. Sucharita Basu De during their tenure as Independent Directors of the Company. Further on 8 July 2022, it was informed to the Board of Directors that the Promoters of the Company have inter-se entered into a Family Settlement Agreement ("FSA") which has been entered into between the SSC Family and BLC Family.

• SSC Family comprises of Mr Shyam Sundar Choudhary, Mr Anurag Choudhary and Mr Amit Choudhary

• BLC Family comprises of Mr. Bankey Lal Choudhary, Mr Vijay Kumar Choudhary and Mr. Tushar Choudhary

By virtue of the FSA, BLC Family have:

i. ceased to hold any right in the management and/or control in the Company;

ii. also submitted request / application under Regulation 31A of SEBI Listing Regulations to re-classify themselves from promoter and promoter group to public category; and

Pursuant to the realignment, the SSC Family, led by Mr Anurag Choudhary, the Managing Director and CEO of the Company will continue to hold the sole rights of management and control in the Company.

• Director retiring by rotation

Mr Shyam Sundar Choudhary (DIN: 00173732), Executive Director retires from the Board by rotation and being eligible and offers himself for re-appointment. The Board of Directors recommends the said reappointment. Resume and other information regarding aforementioned Director seeking re-appointment as required under Regulation 36 of the Listing Regulations and SS-2 on General Meetings shall be given in the Notice convening the ensuing AGM. None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Act. A certificate dated 20 July 2022 received from Mehta & Mehta, firm of Practising Company Secretaries, certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of Companies by Securities and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

During the financial year 2021-22, the constitution of the Board complies with the requirements of the Act and the SEBI Listing Regulations.

Further, the brief resume and other details relating to the Directors, who are to be appointed / re-appointed as stipulated under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 ("SS-2"), are provided in the Notice of Annual General Meeting forming part of the Annual Report.

Mr Santanu Chatterjee, Senior Vice President, HR, and Administration and designated as Key Managerial Personnel (KMP) of the Company, demised on 20 May 2021. Your Board of Directors places on record their sincere appreciation for the services rendered by Mr. Chatterjee. Mr Kunal Mukherjee, Assistant Vice President; HR has been designated as Key Managerial Personnel (KMP) of the Company w.e.f. 13 August 2021. Except as stated above in this Para, there were no other changes in Key Managerial Personnel of your Company during the financial year 2021-22.

Details pertaining to the remuneration of KMPs employed during the year have been provided in the Annual Return.

Further, based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on 21 July 2022 has approved the appointment of Mr. Anurag Choudhary, Managing Director & CEO as the Chairman of the Board of Directors of the Company. While considering the said appointment as the Chairman, the Board has considered the benefits of integrating the duties of Chairperson and Managing Director and also considered the leadership qualities, industrial achievements, skill set, career trajectory of Mr. Anurag Choudhary and also his incomparable know how of the Indian Chemical Industry and his recognition of the same in the Industry.

During the year under review none of the Directors of the Company are disqualified as per the applicable provisions of the Act.

12. Meetings of the Board

The Board met 10 (Ten) times during the financial year 2021-22. The dates of meetings of the Board and its Committees and attendance of each of the Directors thereat are provided separately in the Corporate Governance Report.

MCA vide its circular dated 03 May 2021 extended the maximum stipulated time gap of 120 days to 180 days between two board meetings, held for first two quarters of FY 2021-22, i.e. till 30 September 2021, owing to the Covid-19 pandemic.

The maximum gap between two Board meetings held during the year was not more than 120 days.

13. Declaration from Independent Directors

During the financial year 2021-22, all the Independent Directors of the Company have given necessary declarations regarding their Independence to the Board as stipulated in Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations.

In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Act with regard to integrity, expertise, and experience (including the proficiency) of an Independent Director and are independent of the management.

14. Material Changes and commitments affecting the financial position of the Company & Change in nature of business

There were no material changes and commitments that occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

During the year under review, there was no change in the nature of the business of the Company.

15. Directors? Responsibility Statement

Based on internal financial controls, work performed by the Internal Auditors, Statutory Cost and Secretarial Auditors, the reviews performed by the management, with the concurrence of the Audit Committee, pursuant to Section 134(3)(C) read with Section 134(5) of the Act and as per Schedule II Part C(A)(4)(a) of the SEBI Listing Regulations, the Board states the following for the year ended 31 March 2022:

a. In the preparation of the annual accounts for the year ended 31 March 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors have selected suitable accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going-concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. Nomination & Remuneration Policy

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said policy was amended from time to time and may be accessed on the Companys website at the following link: https://www.himad ri.com/pdf/corporate_ governance/nomination_remuneration_policy_ june2018.pdf

17. Loans, Investments and Guarantee

The Company has not given any loans, guarantees or securities during the year that would attract provisions of Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act with respect to investments made and loans given. The Company has not provided any guarantees or security under the provisions of Section 186 of the Act. The details of loans granted, guarantees given, and investments made during the year under review, covered under the provisions of Section 186 of the Act, are provided in the notes to the financial statements of the Company forming part of this Annual Report.

18. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2022 is available on the website of the Company at the link https://www.himadri.com/ pdf/annual-return-in-form-mgt-7-for-the-fy- 2021%E2%80%932022.pdf

The annual return uploaded on the website is a draft in nature and the final annual return shall be uploaded at the same link in the website of the Company.

19. Particulars of Remuneration of Managerial Personnel and Employees and related disclosure

Disclosures pertaining to remuneration and other details as required under Section 197(12), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure II enclosed hereto and forms part of this report. In accordance with the provisions of the aforementioned section, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid rules form part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company, excluding the aforesaid information. Any Member, who is interested in obtaining these particulars, may write to the Company Secretary.

20. Risk Management (Risk Assessment and Minimisation Procedure)

The Company has a Policy on Risk Management

(Risk Assessment and Minimisation Procedure) to identify various kinds of risks in the business of the Company. The Board and the Senior Management review the policy from time to time and take adequate steps to minimise the risk in business. There are no such risks, which, in the opinion of the Board, threaten the existence of your Company. However, some of the risks which are inherent in business and the type of industry in which it operates are elaborately described in the Management Discussion and Analysis forming part of this Report.

21. Employee Stock Option Plan (ESOP)

Your Company has adopted the Himadri Employee Stock Option Plan ("ESOP 2016") for granting of options to eligible employees of your Company as approved by the Members of your Company at the 28^th Annual General Meeting held on 24 September 2016. The applicable disclosures as required under the SEBI Guidelines as amended and the details of stock options as at 31 March 2022 under the ESOP 2016 are set out in the report as Annexure III and the same forms part of this Report.

22. Auditors and Auditors? Report • Statutory Auditors

M/s B S R & Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022) the Statutory Auditors of the Company were re-appointed at the 29^th AGM held on 22 September 2017 for second term of five years from the conclusion of the 29^th AGM till the conclusion of the 34^th AGM to be held for the financial year 2021-22.

The Report given by M/s B S R & Co. LLP, Chartered Accountants on the financial statements of the Company for the financial year 2021-22 is part of the Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013.

• Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors based on the recommendation of the Audit Committee appointed M/s Arun Kumar Maitra & Co, Practising Company Secretaries (C.P. No.: 14490), to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended 31 March 2022 is annexed to this report as Annexure IV and forms part of this Report.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2021-22 pursuant to regulation 24A(2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31 March 2022 has been submitted to the Stock Exchanges and the said report may be accessed on the Companys website at https/www.himadri. com/pdf/stock_exchange_compliance/ secretarial_compliance_report2022.pdf

• Cost Auditor

Mr. Sambhu Banerjee, Cost Accountant, the Cost Auditor of the Company had submitted the Cost Audit Report for the year 2020-21 within the time limit prescribed under the Act and Rules made thereunder.

During the Period under review, pursuant to Section 148 of the Act read with the rules framed thereunder, the Board had re-appointed Mr. Sambhu Banerjee, Cost Accountants, to conduct audit of the cost records of the Company for the financial year 2021-22.

Pursuant to Section 148 of the Act, read with the rules framed thereunder, the Board of Directors at its meeting held on 21 July 2022, upon the recommendation of the Audit Committee, re-appointed Mr. Sambhu Banerjee as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2022

23. The Company has received necessary consent from Mr. Sambhu Banerjee to act as the Cost Auditor of the Company for the financial year 2022-23 along with the certificate confirming that his appointment would be within the applicable limits. Further, pursuant to Section 148 of the Act, read with the rules framed thereunder, the remuneration payable to Cost Auditor for the financial year 2022-23 is required to be ratified by the Members of the Company at the ensuing AGM. Accordingly, an ordinary resolution seeking approval of members for ratification of payment of remuneration payable to the Cost Auditor is included in the Notice convening the ensuing AGM of the Company.

23. Maintenance of Cost records

The Company is duly maintaining the cost accounts and records as specified by the Central Government in compliance of Section 148 of the Act.

24. Vigil Mechanism / Whistle Blower Policy

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations for the employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct by means of protected disclosure to the Vigilance Officer or the Chairman of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Companys website at https:// www.himadri.com/pdf/corporate governance/ vigil mechanism himadri amended wef18-03- 2020.pdf

25. Conservation of energy, technology absorption and foreign exchange earnings and outgo Information on conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year ended 31 March 2022, as required to be given pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure V.

26. Details in respect of adequacy of Internal Financial Controls with reference to the financial statements

The Company has laid down adequate internal financial controls and checks which are effective and operational. The Internal Audit of the Company for financial year 2021-22 was carried out by M/s S. Jaykishan, Chartered Accountants, Internal Auditor for all divisions and units of the Company. The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and senior executives of the Company responsible for financial management and other affairs. The Audit Committee evaluates the internal control systems and checks & balances for continuous updation and improvements therein. The Audit Committee also regularly reviews and monitors the budgetary control system of the Company as well as system for cost control, financial controls, accounting controls, physical verification, etc. The Audit Committee regularly observes that proper internal financial controls are in place including with reference to financial statements. During the year, such controls were reviewed and no reportable material weakness was observed.

27. Related Party Transactions

The related party transactions that were entered into by the Company during the financial year 2021-22, were on arms length basis. Further, no material related party transactions were entered into by the Company during the financial year 2021-22. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC- 2 is given in Annexure VI forming part of this report.

There have been no materially significant related party transactions entered into by the Company which may be in conflict with the interests of the Company at large.

The policy on dealing with Related Party Transactions as approved by the Board in terms of Regulation 23 of the SEBI Listing Regulations is posted on the website of the Company.

28. Corporate Social Responsibility (CSR)

The Board in compliance with the provisions of Section 135(1) of the Act, and rules made thereunder has formulated the CSR Committee and CSR Policy. Further, the CSR policy has been placed on the website of the Company and can be accessed through the following link: https:// www.himadri.com/pdf/corporate_governance/ csr-policy-himadri-30-03-2021.pdf During the financial year 2021-22, the Company was required to spend Rs 386.82 lakhs, the minimum amount to be spend on CSR activity. The Company has spent Rs 55.61 lakhs during the financial year 2021-22. Accordingly, the unspent amount for financial year 2021-22 is Rs 331.21 lakhs. The Company has transferred the unspent amount of Rs 331.21 lakhs to the "Himadri Speciality Chemical Limited Unspent CSR Account 2022" for the financial year ended 31 March 2022, pursuant to Section 135(6) of the Act.

The Companys key objective is to make a difference to the lives of the underprivileged and help them to bring a self-sustaining level. There is a deep commitment to CSR engagement. The Company has chosen couple of CSR projects such as rural development project for constructing pukka houses in place of kuccha houses for Economically Weaker Sections (EWS) of the society in village area surrounding or adjoining to Companys plant at Mahistikry as well as surrounding villages, setting up of rural electrification facility, setting up of drainage system, setting up of water supply tanks including pipeline connectivity to the villages involving a large amount of outlay and same are under process. Further during the financial year 2021-22 the Company has also chosen Heath Care Project for Setting up of Nursing Home at Dist. Hooghly by construction of building - facilities of Kidney dialysis, eye testing, spectacles distribution, medicine distribution, Ayurvedic,

naturopathic and homeopathy treatment for the betterment of local people surrounding the plant at Mahistikry as well as surrounding villages. Setting up the aforesaid projects requires the substantial amount of involvement of the time and efforts for planning and its execution.

For this reason, during the financial year, the Companys spending on the CSR activities has been less than the limits prescribed under the Act.

The Company, through its CSR activities, has always focused on efforts that can substantially impact the well-being of the disadvantaged segments of the population. The endeavor is to have a comprehensive approach that is meaningful and with a long-term focus to ensure scalability. The CSR Committee has been continuously focused on providing social benefits to the society in its true sense and the shortfall will be added to the CSR expenditure for the current financial year.

The Annual Report on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure VII forming part of this Report.

29. Annual Evaluation of the performance

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Independent Directors at their meeting have evaluated the performance of Non-Independent Directors after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board.

Further, the Board, upon recommendation of the Nomination and Remuneration Committee and as per the criteria and manner provided for the annual evaluation of each member of the Board and its Committees, has evaluated the performance of the entire Board, its Committees and individual directors. During the financial year 2021-22 all the members of the Board and its Committees met the criteria of performance evaluation as set out by the Nomination and Remuneration Committee.

30. Public Deposit

During the financial year 2021-22, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Act, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

31. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company?s operation in future There are no significant/ material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, no Corporate Insolvency Resolution application was made, or proceeding was initiated, by/against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application / proceeding by / against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on 31 March 2022.

32. Transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF)

During the financial year 2021-22, pursuant to provision of Section 124 of the Act, the Company has transferred a sum of Rs 508,301/- to the IEPF, the amount of dividend which was unclaimed/ unpaid for a period of seven years, declared for the financial year 2013-14. The Company regularly sends reminder letters to the Shareholders from time to time for claiming their unpaid dividend.

33. Transfer of Unclaimed Shares to IEPF

During the financial year 2021-22, pursuant to the provisions of Section 124(6) of the Act, the Company has transferred 233,363 unclaimed shares of 172 shareholders in respect of which dividend has not been paid or claimed for seven consecutive years or more, to the credit of IEPF

Authority as prescribed in Section 125 of the Act.

The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, to the Company, along with requisite documents enumerated in the Form IEPF-5. No claims shall lie against the Company in respect of the dividend / shares so transferred to IEPF.

34. Corporate Governance

In terms of the provisions of Regulation 34(3) of the SEBI Listing Regulations, the Corporate Governance Report together with a certificate from a Practising Company Secretary confirming compliance, is annexed herewith and marked as Annexure VIII forming part of this Report.

35. Management Discussion and Analysis

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

36. Business Responsibility Report (BRR)

The Business Responsibility Report (BRR) of the Company for the financial year ended 31 March 2022 as required pursuant to the Regulation 34(2)(f) of the SEBI Listing Regulations is annexed herewith and marked as Annexure IX forming part of this Report and the same is also available at Companys website at www.himadri. com

37. Listing on Stock Exchanges

The Companys 419,339,650 equity shares of Rs 1/- each are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the listing fee to these stock exchanges, up to date.

38. Dematerialisation of Shares

There were 415,965,296 equity shares of the Company held by the shareholders in dematerialised form as on 31 March 2022, representing 99.28% of the total paid-up share capital of the Company consisting of 418,965,278 equity shares of Rs 1/- each. The Companys equity shares are compulsorily required to be traded in dematerialised form, therefore, Members are advised to speed up converting the physical shareholding into dematerialised form through their DP(s).

The Nomination and Remuneration Committee of the Company at its meeting held on 21 April 2022 has allotted 374,372 equity shares of Rs 1/- each of the Company to the eligible employees on exercise of options pursuant to "Himadri Employee Stock Option Plan 2016", at a price of Rs 19/- per share. The Shares were allotted in dematerialised form. Consequently, the issued and paid up capital of the Company stands increased to Rs 419,339,650/- consisting of 419,339,650 per equity shares of Rs 1/- each.

39. E-voting facility at AGM

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the items of business specified in the Notice convening the 34^th AGM of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-voting facility to its Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-voting platform to be provided by National Securities Depository Limited ("NSDL"). The detailed process and guidelines for e-voting has been provided in the notice convening the meeting.

40. Internal Complaint Committee

The Company has an Internal Complaint Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder

During the financial year 2021-22, the Committee submitted its Annual Report as prescribed in the said Act and there was no complaint as regards sexual harassment received by the Committee during the year.

41. Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year.

42. Disclosure requirements

As per SEBI Listing Regulations, the Corporate Governance Report along with Certificate on Corporate Governance and the integrated Management Discussion and Analysis including the Business Responsibility Report are attached herewith, and the same forms part of this Report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

43. Green Initiatives & Acknowledgement

As a responsible corporate citizen, the Company supports the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants ("DPs") and RTAs. To support the Green Initiative, Members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent ("RTAs")/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circulars and SEBI Circulars, in view of the prevailing situation of the Pandemic, owing to the difficulties involved in dispatching of the physical copies of the Notice of the AGM and the Annual Report of the Company for the financial year ended 31 March 2022 including therein the Audited Financial Statements for the financial year 2021-2022, the afore-mentioned documents are being sent only by email to the Members.

Your directors wish to place on record their sincere appreciation for the continued support

and cooperation extended to the Company by its bankers, customers, vendors, suppliers, dealers, investors, business associates, all the stakeholders, shareholders, debenture holders and various departments of the State and the Central Government.

The Directors regret the loss of lives due to COVID-19 pandemic, are deeply grateful, and have immense respect for every person who risked their life and safety to fight this pandemic. Your directors appreciate and value the contribution made by every member of Himadri family.

	For and on behalf of the Board
	Sd/-	Sd/-
	Anurag Choudhary	Shyam Sundar Choudhary
	Chairman cum Managing Director &	Executive Director
Place: Kolkata	Chief Executive Officer	(DIN: 00173732)
Date: 21 July 2022	(DIN: 00173934)