Hindustan Foods Ltd Directors Report.

TO THE MEMBERS OF HINDUSTAN FOODS LIMITED

Your Directors are pleased to present the Thirty Fifth Annual Report on the business and operations of the Company together with the Audited Standalone Financial Statements for the Financial Year ended March 31, 2020.

FINANCIAL RESULTS

(Rs. in lakhs)

Particulars FY 2019-20 FY 2018-19 *
Total Revenue 77,310.35 49,256.27
Profit for the year before finance charges and depreciation 5,690.06 3,303.94
Less: Finance charges 1,098.66 735.33
Profit before depreciation 4,591.40 2,568.61
Less: Depreciation 1,128.20 746.21
Profit/(Loss) for the year after finance charges and depreciation / before tax for the year 3,463.20 1,822.40
Less: Provision for Tax -
Current Tax - 386.09
Tax Under MAT 602.78 -
Deferred Tax 598.20 218.93
Mat Credit Entitlement/ Utilisation of earlier year (10.92) 25.93
Profit for the year after Tax 2,273.14 1,191.45
Other Comprehensive Income (8.63) (8.09)
Total Comprehensive Income 2,264.51 1,183.36

the Company did not transfer any amounts to the general reserve during the year.

* the Scheme of Arrangement for the business combination of Detergent Manufacturing unit of Avalon Cosmetics private Limited "ACpL" or "Demerged Company" with Hindustan Foods Limited "HFL" or "Resulting Company" was approved by the Honble National Company Law Tribunal on November 25, 2019. The certified copy of the order of Honble NCLT was filed with the Registrar of Companies on December 27, 2019 with the appointed date as April 1, 2018. The said business combination has been accounted and comparatives have been restated for business combination with effect from April 1, 2018. Accordingly, financial statements of Detergent Manufacturing unit of ACPL have been included in the previous year of the Standalone Financials of your Company.

YEAR IN RETROSPECT

The Financial Year 2019-20 saw your Company strengthening its existing businesses and customers while building new capabilities and new relationships. The year under review has delivered a strong growth considering an eventful year and clocked a run rate of achieving Rs. 1,000 cr turnover mark for

FY 2019-20. Your Company reported a turnover of Rs. 773.10 cr for the year under review as compared to Rs. 492.56 cr during the previous year, a growth of nearly 57%. Its profit after tax of Rs. 22.73 cr for the year under review was also 91% more than the Rs. 11.91 cr in the previous year. Your Company saw some impact on the revenues and profitability in March 2020, as India got struck by the CoVID-19 pandemic which compelled to temporarily suspend your Companys plant operations.

In this year, your Company is setting up two home care liquid manufacturing facilities in Silvassa. The factories will have a capacity to manufacture around 20,000 KL of liquids and your Directors are confident that they will enter into a multiyear contract for the same, which will add significant growth to your Company in the coming years.

The NCLTs accord for the Merger of the Hyderabad plant has enabled your Company to deepen its ties with Hindustan Unilever. The dedicated plant started commercial production of detergent powder in the FY 2019-20 and has already become the largest factory of your Company. Your Directors would like to thank the shareholders for their immense support in the successful conclusion of the Merger.

Your Board approved the Composite Scheme for Merger of another Vanity Case groups plant at Coimbatore manufacturing malted beverages viz. Horlicks and Boost for Hindustan Unilever and another merger of ATC Beverages private Limited, manufacturing carbonated drinks and beverages. Your Directors are confident that with the said mergers will boost your Companys focus to build profitability that will lead to significant value creation for all Company stakeholders.

Your Directors are pleased to inform you that your Company has been able to build a robust pipeline of projects in this past year, which will ensure continued growth of your Company for the next couple of years.

SHARE CAPITAL

During the year, Your Company has obtained the necessary approvals from the Shareholders of the Company by way of postal Ballot for giving effect for Increasing the Authorized Share Capital of the Company from Rs. 21,50,00,000/- (Rupees twenty one Crores Fifty lakhs only) divided into

1.95.00. 000 (one Crores Ninety Five lakhs) Equity Shares of Rs. 10/- each and 2,00,000 (Two lakhs) 9% redeemable preference Shares of Rs. 100/- each to Rs. 24,00,00,000/- (Rupees Twenty Four Crores only) divided into 2,20,00,000 (Two Crores twenty lakhs) equity Shares of Rs. 10/- each and

2.00. 000 (Two lakhs) 9% Redeemable preference Shares of Rs. 100/- each.

During the year, your Board of Directors had allotted 27,77,779 Convertible warrants on private placement basis on April 18, 2019. the Share warrants were convertible into equity Shares of Rs. 10/- each at a premium of Rs.350/- per equity. the tenure of the warrants was for 18 months from the date of its allotment.

During the Year, the Warrant Holders exercise their option to convert the entire Convertible Warrants into equivalent equity Shares of the Company and Company received the balance 75% of the funds from all the warrant holders. the Share Allotment Committee of your Board in their meeting held on January 16, 2020 allotted 27,77,779 equity Shares of Rs.10/- each to the warrant holders on conversion of the convertible warrants into equity Shares of Rs.10/- each.

In accordance of the order dated November 25, 2019 of the Honble NCLT, Mumbai Bench in the matter of Scheme of Arrangement between Avalon Cosmetics private Limited (Demerged Company) and your Company (Resulting Company), the Share Allotment Committee of your Board in its meeting held on January 16, 2020 has issued and allotted 49,27,799 equity Shares of Rs.10/- each of your Company to the eligible Shareholders of the Demerged Company who were holding shares of the Demerged Company as on the Record Date i.e. January 15, 2020.

MERGERS AND ACQUISITIONS

The Mumbai bench of NCLT conveyed its approval for the Scheme of Arrangement (the Scheme); presented under Section 230 to 232 and other applicable provisions of the Companies Act,2013 read with the rules prescribed thereunder, for the business combination of Detergent Manufacturing unit of Avalon Cosmetics private Limited (ACpL) with Hindustan Foods Limited (the Resulting Company or HFL) vide its order dated November 25, 2019The Certified copy of the NCLT order along with the Scheme was filed with the Registrar of Companies, Mumbai, Maharashtra on December 27, 2019 when the Scheme came into effect and the appointed date was from April 1, 2018. Your Company, after obtaining the approval of the Shareholders passed by way of the postal Ballot on January 4, 2020, has purchased the businesses on slump sale basis from M/s Galaxy Healthcare products and from M/s Shivom Industries (Shivom) a partnership Firm in which Managing Director of your Company is a partner, vide respective Business Transfer Agreements on February 24, 2020. The said business transfers were approved by the Board in their meeting held on November 11, 2019.

The Board of Directors of your Company has approved a Composite Scheme of Arrangement and Amalgamation under Section 230-232 and other applicable provisions of the Act, between (i) Avalon Cosmetics private Limited (The Demerged Company or ACpL), (ii) ATC Beverages private Limited (The Transferor Company or ABpL) with (iii) the Company (The Transferee Company or The Resulting Company or HFL) which interalia provides for i) De-Merger of Coimbatore business of ACpL with the Company and ii) Merger of ABpL with the Company. This Scheme is subject to all necessary statutory / regulatory approvals under applicable laws including approval of Stock exchange and the National Company Law Tribunal. The appointed date is April 1, 2020.

DIVIDEND

To conserve resources and in order to strengthen the Companys financials, your Directors do not recommend any Dividend for the year under review.

LISTING INFORMATION

The equity Shares of your Company are listed on BSe Limited (BSE). The listing fees for the Financial Year 2019-20 have been paid to BSe.

ACCREDITATION

The Company continues to enjoy Food Safety System Certification 22000 accreditation made by SGS united Kingdom Ltd.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public / Members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Your Company does not have any unpaid/ unclaimed deposits as on March 31, 2020.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review the Company acquired 44.43% (i.e. 93,94,084 Equity shares) of the paid-up Equity shares of ATC Beverages private Limited which manufactures a variety of juices and carbonated drinks, with this acquisition ATC Beverages has become an Associate Company of your Company. A report on the financial position of the Associate Company as per the Act is provided in Form AoC-1 and is attached to the Financial Statements.

CREDIT RATING

During the year under review India Ratings and Research (Ind-Ra) has assigned a Long-Term Issuer Rating of IND A-. The outlook is stable.

DIRECTORS RESPONSIBILTY STATEMENT

To the best of our knowledge and belief and based on the information and representations received from the operating management, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures;

(b) that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken 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) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

MANAGEMENT AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Change in Directorate

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sarvjit Singh Bedi (DIN: 07710419) retires by rotation at the forthcoming Annual General Meeting, being eligible, Mr. Sarvjit Singh Bedi offers himself for re-appointment. Your Board has recommended his re-appointment.

Your Board, in its meetings held on August 9, 2019 and November 11, 2019, based on the recommendation of Nomination and Remuneration Committee of your Company, appointed Mr. Sandeep Rajnikant Mehta (DIN: 00031380) as an Independent Director with effect from August 9, 2019 and Mr. Harsha Raghavan (DIN: 01761512), as an Additional Director, Non-Executive with effect from November 11, 2019. Your Board also noted the Resignation of Mr. Rajesh Dempo, Non-Executive Director, from the Board with effect from April 16, 2019.

pursuant to Section 161 of the Companies Act, 2013, Mr Harsha Raghavan, the Additional Director will vacate the office at the ensuing Annual General Meeting of your Company. Your Board has recommended for his re-appointment. Being eligible, he has offered himself to be appointed as the Director of your Company.

Mr. Sudin usgaonkar (DIN: 00326964), Independent Director of your Company, who was appointed on September 27, 2014 for a term of 5 years upto the conclusion of the Annual General Meeting held in 2019 did not offer his candidature for re-appointment by the Shareholders for 2nd Term in the 34th Annual General Meeting held on September 26, 2019. Consequently he ceased to be the Director with effect from the conclusion of the 34th Annual General Meeting which was held on September 26, 2019. the Board appreciates on record for Mr. Sudin usgaonkars contribution in the guidance and expertise knowledge towards the goal of the Company, during his tenure as an Independent Director.

Brief resume of the Directors proposed for re-appointment together with other relevant details form part of the notice of the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Sameer R. Kothari, Managing Director, Mr. Bankim purohit, Company Secretary and Mr. Mayank Samdani, Chief Financial officer, are the Key Managerial personnel of the Company.

Your Board appointed Mr. Bankim purohit as a Company Secretary and Compliance officer w.e.f. April 19, 2019, at their meeting held on April 18, 2019 in place of Mrs. Beena M. Mahambrey, who resigned as a Company Secretary of your Company w.e.f. April 18, 2019.

Your Board appointed Mr. Mayank Samdani, Group Chief Financial officer as Chief Financial officer of your Company w.e.f. November 12, 2019 in place of Mr. Kedar Swain. However, Mr Kedar Swain continues to work as a part of Mr. Samdanis team.

INDEPENDENT DIRECTORS DECLARATION

the Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013, from the Independent Directors of the Company viz., Mr. Shashi Kumar Kalathil, Ms. Honey Vazirani, Mr. Neeraj Chandra and Mr. Sandeep Mehta confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and regulation 16 of the SEBI Listing regulations in respect of their position as an "Independent Director" of Hindustan Foods Limited.

Based on the disclosures received from all the Independent Directors and in the opinion of the Board, the Independent Directors (including the Independent Directors appointed during the year) fulfill the conditions specified in the Companies Act, 2013, the SEBI (LODR) Regulations, 2015 and are independent of the Management.

MEETINGS OF THE BOARD OF DIRECTORS

A minimum of four Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Companys specific needs and Business Agenda. In case of business exigencies or urgency of matters, resolutions are passed by circulation. During the year under review, Eight Board meetings were held, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. the intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of the Company shall hold at least one meeting in a year without attendance of Non-Independent Directors and members of the Management. Accordingly, Independent Directors of your Company met on May 22, 2019. All the Independent Directors were present for the meeting.

AUDIT COMMITTEE

During the year under review, the Audit Committee comprised of Mr. Shashi K. Kalathil who serves as the Chairman of the Committee, Ms. Honey Vazirani, Mr. Sarvjit Singh Bedi and Mr. Sandeep Mehta as the other Members. The terms of reference etc., number of meetings of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report.

All the recommendations made by the Audit Committee during the Financial Year under review were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The composition, terms of reference etc. of the Nomination and Remuneration Committee is provided in Corporate Governance Report which forms part of this Annual Report.

The Committee has formulated a Nomination and Remuneration policy and the same has been uploaded on the website of the Company at www.hindustanfoodslimited. com and forms part of the report as Annexure I.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition, terms of reference etc of the Stakeholders Relationship Committee is provided in Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) COMMITTEE

As required under the Companies Act, 2013 a CSR committee of the Board was constituted on May 24, 2018 to formulate and recommend to the Board CSR policy indicating the Companys CSR Activities to be undertaken. The Committee has formulated CSR policy and recommended to the Board and the same has been uploaded on the Companys website www.hindustanfoodslimited.com Composition of CSR Committee is as under:

Sr. No. Name of the Director Chairman/Member
1. Mr. Sameer Kothari Chairman
2. Mr. Ganesh Argekar Member
3. Mr. Shashi Kalathil Member

One meeting of the Committee was held during the Financial Year ended March 31, 2020 on May 22, 2019.

Based on the recommendation of the CSR Committee for the amount of expenditure to be incurred on the CSR activities, your Board and the Management of your Company had contributed towards the activities and the report on the activities undertaken during the year is annexed to the Boards Report as Annexure II.

RISK MANAGEMENT COMMITTEE

Knowing the importance of managing and pre-empting risks effectively for sustaining profitable business, the Company has constituted a Risk Management Committee, in line with the SEBI Listing Regulations, as it is covered in the top 500 listed companies in the country based on the market capitalisation for the immediately preceding Financial Year. The Risk Management Committee, was formed by your Board in its meeting held on June 26, 2020, comprises of Mr. Sameer Kothari, Managing Director and Chief Executive officer as the Chairman, with Mr. Ganesh Argekar, Executive Director, Mr. Shashi Kalathil, Non-Executive, Independent

Director, Ms. Honey Vazirani, Non-Executive, Independent Director and Mr. Mayank Samdani, Group Chief Financial officer as the members of the Committee.

The terms of reference of the Risk Management Committee are as follows:

• Reviewing the Risk Management Framework on an annual basis and approving changes, if any;

• Advising the Board of Directors on organisations overall risk management procedures, existing risk assessment criteria, current risk exposures and risk strategy in place;

• Making recommendations to the Board of Directors as well as executive management on priority risk areas and appropriate action required;

• Supporting the executive management in the establishment of a culture which balances risks and opportunities facilitated by conscious risk decisions and a suitable "Tone from the Top";

• Update the Audit Committee/Board of Directors on the status of risk management initiative in the Company and changes to the overall risk exposure of the Company.

BOARD EVALUATION

pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of the Listing Regulations, your Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Statutory Committees.

Based on various criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

INTERNAL CONTROL SYSTEM

The Board has laid down Internal Financial Controls within the meaning of the explanation to Section 134 (5) (e) ("IFC") of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to

continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

STATUTORY AUDITORS

As per the requirements of Section 139(2) of the Companies Act, 2013 (the Act), M/s. MSKA & Associates, Chartered Accountants (Registration No.105047W) were appointed as statutory auditors for a period of 5 years at the 32nd Annual General Meeting held on September 27, 2017.

As per notification issued by the Ministry of Corporate Affairs dated May 7, 2018, ratification of the statutory auditors at the Annual General Meeting is not required.

STATUTORY AUDITORS OBSERVATIONS

The notes on financial statements referred to in the Auditors Report are self-explanatory and therefore, do not call for any further explanations or comments.

There are no qualifications, reservations or adverse remarks or disclaimer made in the Auditors Report which requires any clarification or explanation.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24 (A) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Secretarial Auditor had undertaken an audit for the Financial Year 2019-20 for the SEBI compliances. The Annual Secretarial Compliance Report has been submitted to the Stock Exchange within 60 days of the end of the Financial Year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism / Whistleblower Policy for the employees to report their genuine concerns or grievances and the same has been posted on the Companys website www.hindustanfoodslimited.com. The Audit Committee of the Company oversees the Vigil Mechanism.

RISK MANAGEMENT

Your Company follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board. Your Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organisations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI Listing Regulations, the top 500 listed entities based on market capitalisation are required to formulate a Dividend Distribution Policy. Your Board adopted the Dividend Distribution Policy in their meeting held on June 26, 2020, as your Company as on March 31, 2020 was listed in top 500 entities by the BSE Limited, where the Shares of your Company are listed. The Companys Dividend Distribution Policy is based on the parameters laid down by SEBI Listing Regulations, and the details of the same are available on the Companys website at www.hindustanfoodslimited.com.

BUSINESS RESPONSIBILITY REPORTING:

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalisation, shall include a Business Responsibility Report (BRR). A separate section on Business Responsibility Report forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year ended March 31, 2020 Your Company did not give any loan, guarantee or provide security in connection with any loan to any group Companies during the year under review. Details of Investments made by your Company under Section 186 of the Companies Act, 2013 during Financial Year 2019-20 are appended as an Annexure to this report.

RELATED PARTY TRANSACTIONS

The transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business. All the transactions with Related Parties are placed before the Audit Committee as also the Board for approval. Prior Omnibus approval of the Audit Committee and Board is obtained for the transactions which are foreseeable

and a repetitive of nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. Further, there were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. Accordingly, no transactions are required to be reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

As required under Regulation 23(1) of the Listing Regulations, 2015, your Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on the Companys website: www.hindustanfoodslimited.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of your Company and its future operations.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

Material changes and commitments, affecting the financial position of your Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report are given below:

GLOBAL PANDEMIC - COVID-19

The outbreak of Coronavirus (CoVID-19) pandemic globally has caused enormous interruption and slowdown of trade and commerce. In many countries, including India, businesses are being forced to shut their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantine, social distancing and closure of non-essential services have triggered significant disruptions to businesses worldwide, resulting in a never- before economic slowdown.

CoVID-19 is significantly impacting business operation of organisations, by way of interruption in production, supply chain disruption, unavailability of personnel, closure or lockdown of production facilities, etc. On March 24, 2020, Government of India ordered a nationwide lockdown for 21 days which was extended till May 3, 2020 to prevent community spread of CoVID-19 in India, resulting in a colossal drop in economic activities.

Most of the products manufactured by your Company are considered essential commodities chosen as top-priority goods by the Government. Your Company operated its plants manufacturing such essential articles after seeking permissions from government authorities. Until end of April 2020, your Company had lower capacity utilisation which were gradually ramped up in May and June 2020. By July, 2020 your Companys plants are fully operational and continue to improve Companys capacity on daily basis with ease of logistics and labour issues.

Your Directors believe that with the lockdown restrictions easing out in phase wise across country, growth will return to normalcy in the coming quarters.

We would like to iterate that the Company accords the highest priority to the safety and well-being of its employees, customers, vendors, business partners and the communities in which it operates. The Company continues to closely monitor the rapidly changing situation, while ensuring adherence to Government guidelines and advisories, in addition to its own Internal Control and Corporate Governance standards.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee of the Board, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A detailed review of operations, performance and future outlook of your Company is given separately under the head Management Discussion & Analysis Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended March 31, 2020 is given in a separate Annexure to this Report as Annexure III.

The Annexure in pursuance to the Rule 5 (2) of the Companies (Appointment and remuneration) rules, 2014, is not being sent along with this report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the registered office of the Company. the aforesaid Annexure is also available for inspection by the Members at the registered office of the Company, 21 days before the 35th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

the particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134 (3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) rules, 2014 are provided in the Annexure - IV to this report.

ANNUAL RETURN

Annual return of the Company has been placed on the Companys website www.hindustanfoodslimited.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013 and the rules made there under, your Company has formulated an internal policy on Sexual Harassment at Workplace (prevention, prohibition and redressal). the policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence.

the Internal Complain Committee(ICC) is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the policy.

During the year under review there were no complaints referred to the ICC.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

SECRETARIAL AUDIT

pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules thereunder, the Board of Directors of Your Company has appointed CS pankaj Desai, practicing Company Secretary to conduct the Secretarial Audit. The Secretarial Audit report for the Financial Year ended March 31, 2020 forms a part of this Annual report as Annexure V. The same is self explanatory and requires no comments.

CORPORATE GOVERNANCE

It has been the endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Annual report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management personnel;

(ii) Management Discussion and Analysis;

(iii) report on Corporate Governance and;

(iv) practicing Company Secretary Certificate regarding compliance of conditions of corporate governance.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, customers, business associates and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors
Sameer R. Kothari Ganesh T. Argekar
Mumbai. Managing Director Executive Director
August 26, 2020 DIN: 01361343 DIN: 06865379