Hindustan Foods Ltd Directors Report.

TO THE MEMBERS OF HINDUSTAN FOODS LIMITED

Your Directors are pleased to present the Companys Thirty Sixth Annual Report on the business and operations, together with the Audited Financial Statements (Standalone) for the Financial Year ended March 31, 2021.

FINANCIAL PERFORMANCE

Particulars 2020-21 2019-20
Total Revenue 1,38,909.32 77,310.35
Profit for the year before finance charges and depreciation 8,601.49 5,690.06
Less: Finance charges 1,867.66 1,098.66
Profit before depreciation 6,733.83 4,591.40
Less: Depreciation 1,719.56 1,128.20
Profit / (Loss) for the year after finance charges and depreciation / before tax for 5,014.27 3,463.20
the year
Less: Provision for Tax -
Current Tax 884.93 -
Tax Under MAT - 602.78
Deferred Tax 785.85 598.20
Mat Credit Entitlement/ Utilisation of earlier year 89.28 (10.92)
Tax adjustments pertaining to previous years (393.15)
Profit for the year after Tax 3,647.36 2,273.14
Other Comprehensive Income 7.38 (8.63)
Total Comprehensive Income 3,654.74 2,264.51

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

YEAR IN RETROSPECT

The Financial Year 2020-21 saw your Company strengthening its existing businesses and customers while building new capabilities and new relationships. Despite the COVID-19 related disruptions at the beginning of the 2020-21 and the 2nd wave of COVID 19 towards the close of the year, your Company reported a near doubling of revenues and a very healthy growth in the profit after tax (PAT). 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 2020-21. Your Company reported a turnover of Rs. 1,389.09 cr for the year under review as compared to Rs. 773.10 cr during the previous year, a growth of nearly 80%. Its PAT of Rs. 36.47 cr for the year under review was also 61% more than the Rs. 22.73 cr in the previous year. The Toilet Cleaning Liquid Plant in Silvassa has ramped up to its rated capacity and your Company is engaged in discussions to further expand the facility. The second facility at Silvassa is been set up to manufacture Surface Cleaning Liquid and has commenced its commercial production in May, 2021, your Directors are confident that the second facility at Silvassa will ramp up to its rated capacity by Q2 of 21-22.

Your Company has ventured into the Knitted Shoes (Sports Shoes) manufacturing two of the top brands in the category at your Companys facility at Puducherry. Your Directors are confident that they will enter into a multi year contract for the same, which will add significant growth to your Company in the coming years in this new venture.

During the year under review, your Company has provided loan to its Wholly-Owned Subsidiary Company, HFL Consumer Products Private Limited. Your Directors are pleased to inform that for setting up the Food & Beverage facility, acquisition of land is completed and project work is progressing as per schedule. YourBoardapprovedtheCompositeSchemeofArrangement and Amalgamation of another Vanity Case groups plant at Coimbatore manufacturing malted beverages viz. Horlicks and Boost for Hindustan Unilever and 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

Your Companys Paid-up Equity Share Capital as on March 31, 2021 was Rs. 21,19,80,780/- (Rupees Twenty One Crore Nineteen Lakh Eighty Thousand Seven Hundred Eighty only) divided into 2,11,98,078 (Two Crore Eleven Lakh Ninety Eight Thousand and Seventy Eight) Equity Shares of Rs. 10/- (Rupees Ten only) each. and Paid-up Preference Share Capital as on March 31, 2021 was Rs. 1,60,00,000/- (Rupees One Crore Sixty Lakh only) divided into 1,60,000 (One Lakh Sixty Thousand) 9% Redeemable Non-Convertible Preference Shares of Rs. 100/- (Rupees One Hundred Only) each.

MERGERS AND ACQUISITIONS

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 the Honble National Company Law Tribunal (NCLT). Your Company has received the observation letter dated July 29, 2020 from BSE Limited, wherein the Stock Exchange has granted their no objection to filing of the said scheme with the Honble NCLT, Mumbai Bench and your Company has filed the Application with Honble NCLT, Mumbai Bench on September 8, 2020. The appointed date is April 1, 2020. Your Company, by an order dated April 26, 2021 of the Honble NCLT, Mumbai, Maharashtra Bench, on June 30, 2021 had convened the Meeting of the Equity Shareholders for their approval to the Composite Scheme of Arrangement and Amalgamation. The final order of the Honble NCLT, Mumbai, Bench is awaited.

DIVIDEND

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

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 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.

LISTING INFORMATION

The Companys Equity Shares are listed on BSE Limited (BSE) and are permissible to be traded also on the terminal of the National Stock Exchange of India Limited (NSE) apart from trading on BSE. The applicable listing fees have been paid to the Stock Exchange before the due dates. The Equity Shares of your Company were not suspended from trading on BSE and NSE at any point of time during the year under review.

DEPOSITORY SYSTEM

Your Companys Equity Shares are available for dematerialisation through National Securities Depository Limited (‘NSDL) and Central Depository Services (India) Limited (‘CDSL). As on March 31, 2021, 96.81 % of the Equity Shares of your Company were held in demat form.

ACCREDITATION

Your Company continues to enjoy Food Safety System Certification 22000 accreditation made by SGS United Kingdom Limited.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public

/ Members falling under the ambit of 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, 2021.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

HFL Consumer Products Private Limited, incorporated on August 6, 2020 under Companies Act, 2013 is a Wholly Owned Subsidiary of your Company and is yet to commence its commercial operations in Food & Beverages manufacturing facility for a leading FMCG brand.

ATC Beverages Private Limited which manufactures a variety of juices and carbonated drinks, continues to be an Associate Company of your Company. A report on the financial position of the Subsidiary Company and the Associate Company in Form AOC-1 forms parts of the Financial Statements.

CREDIT RATING

During the year under review India Ratings and Research (Ind-Ra) has upgraded Long-Term Issuer Rating to ‘IND A/ Positive from ‘IND A-/Stable‘. The outlook is Positive.

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, 2021 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

RE-APPOINTMENT OF WHOLE-TIME DIRECTOR

Upon recommendation of the Nomination and

Remuneration Committee of the Board of Directors and as approved by the Board of Directors in their Meetings held on March 16, 2020, Mr Ganesh T Argekar (DIN: 06865379) was re-appointed as the Whole-time Director designated as ‘Executive Director for a period of 3 (Three) years starting from May 19, 2020 to May 18, 2023, on the terms and conditions which were approved by passing the Special Resolution by the Members of the Company at the 35th Annual General Meeting held on September 18, 2020.

APPOINTMENTS/ RE-APPOINTMENTS

During the year under review, the Members of your Company regularised the appointment of Mr Harsha Raghavan (DIN: 01761512) at the 35th Annual General Meeting held on September 18, 2020, who was appointed by your Board as an Additional Director designated as Non-Executive, Non-Independent Director, being liable to retire by rotation, on the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee in their respective meetings held on November 11, 2019.

DIRECTOR LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr Shrinivas V Dempo (DIN: 00043413) Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, Mr Shrinivas V Dempo offers himself for re-appointment. Your Board has recommended his re-appointment.

RESOLUTIONS TO BE PASSED AT THE ENSUING AGM

Mr Shashi Kalathil (DIN: 02829333), Independent Director of your Company, was appointed as an Independent Director, by the Members in their 31st AGM held on August 10, 2016 for a first term of 5 years upto the conclusion of the 36th Annual General Meeting to be held in the year 2021. Accordingly Mr Kalathils 1st term tenure completes on conclusion of the ensuing AGM on September 23, 2021. The Nomination and Remuneration Committee in their Meeting held on May 26, 2021 and the Board of Directors at their Meeting held on August 11, 2021 has recommended re-appointment of Mr Shashi Kalathil as the Non-Executive, Independent Director of the Company subject to the approval of the Members, for a second term starting from September 24, 2021 to September 23, 2026.

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 2(51) and Section 203 of the Companies Act, 2013, Mr Sameer R Kothari, Managing Director, Mr Mayank Samdani, Chief Financial Officer and Mr Bankim Purohit, Company Secretary are the Key Managerial Personnel of the Company.

INDEPENDENT DIRECTORS DECLARATION

Your Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013, from all 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 section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 in respect of their position as an "Independent Director" of your Company. In terms of provisions of Section 134(3) (d) of the Companies Act, 2013, the Board of Directors of your Company have taken note of all these declarations of independence received from all the Independent Directors and have undertaken due assessment of the veracity of the same. Your Board is of the opinion that, the Independent Directors of your Company (including the Independent Directors appointed during the year) possess requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of your Company have registered themselves with the Indian Institute of Corporate Affairs.

FAMILIARISATION PROGRAMMES

Familiarisation programmes for the Independent Directors were conducted during the Financial Year 2020-21. Apart from this, there were quarterly business presentations by Mr Mayank Samdani, Chief Financial Officer of the Company. Details of the familiarisation programme are explained in the Corporate Governance Report and are also available on the Companys website and can be accessed at www.hindustanfoodslimited.com.

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. The Meetings of your Board of Directors are pre-scheduled and intimated to all the Directors in advance in order to help them plan their schedule. In case of business exigencies or urgency of matters, approvals are taken by convening the Meetings at a Shorter Notice with consent of the Directors or by passing resolutions through circulation.

During the year under review, the Board of Directors of your Company met 4 (Four) times i.e. on June 26, 2020, August 26, 2020, November 10, 2020 and February 12, 2021 the details of the Board Meetings and the attendance records of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

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 June 26, 2020. All the Independent Directors were present for the meeting.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, 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. Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

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

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 atwww.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 is duly constituted to formulate and recommend to the Board CSR Policy indicating the Companys CSR Activities to be undertaken. The CSR Policy as recommended by the Committee and as approved by your Board is available on the Companys website viz. www.hindustanfoodslimited.com The CSR Committee comprises of three (3) members out of which one (1) is Independent Director. The Committee is chaired by Mr Sameer Kothari and Mr Ganesh Argekar and Mr Shashi Kalathil are the other members of the Committee. During the year under review the Committee met once (1) on August 26, 2020. Details of the role and functioning of the committee are given in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, the Company took various initiatives towards financial, medical and community support in the fight against COVID-19 pandemic. 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. The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules 2014 is set out as Annexure II forming part of this Report. The Company has incurred CSR expenditure of Rs. 19 Lakhs as against the budget of Rs. 40.98 Lakhs during the Financial Year 2020-21. The shortfall / unspent amount of Rs. 21.98 Lakhs towards CSR expenditure was due to the Nation wide lockdowns in year 2020-21, non-identification of appropriate projects/programmes as the Company is looking for COVID-19 and other projects/ programmes which will benefit to the society at large in line with the intend of laws for which CSR provisions have been made in the statute. Pursuant to the amended CSR Rules and based on the recommendation of the CSR Committee in their Meeting held on August 11, 2021, the Management shall transfer the unspent funds for the 2020-21 into the activities as specified under Schedule VII of the Companies Act, 2013 on or before September 30, 2021.

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 and it 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.

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 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.

AUDITORS

1. 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 five (5) consecutive 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.

2. Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly it has maintained such cost accountants and records. Your Board on recommendation of the Audit Committee of the Board of Directors in their Meetings held on August 11, 2021 has appointed M/s. Poddar & Co., Cost Accountants (Firm Registration No 101734) as the Cost Auditors of the Company for the 2021-22 under Section 148 and all other applicable provisions of the Act.

M/s. Poddar & Co. have confirmed that they are free from disqualification specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Act and that the appointment meets the requirements of Section 141 (3) (g) of the Act. They have further confirmed their independent status and an arms length relationship with the Company. The remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly, a resolution for seeking Members ratification for the remuneration payable to M/s. Poddar & Co. is included at Item No. 5 of the Notice convening the AGM.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Rules thereunder, your Board of Directors has appointed CS Pankaj Desai, Practicing Company Secretary to carry out the Secretarial Audit for 2020-21. The Secretarial Audit Report for the Financial Year ended March 31, 2021 forms a part of this Annual Report asAnnexure IV. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report.

STATUTORY AUDITORS OBSERVATIONS

The notes on financial statements referred to in the Statutory 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 Statutory 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 2020-21 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 Mechanism for the Directors and Employees to report their genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Code. It also provide for adequate safeguards against victimisation of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Whistleblower Policy also facilitates all employees of the Company to report any instances of leak of Unpublished Price Sensitive information. This policy is also posted on the website of the Company at www.hindustanfoodslimited.com.

The Audit Committee of your 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.

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 highlighting your Companys sustainability initiatives, forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

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. 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 approval of your 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts or 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

There are no material changes and commitments, affecting the financial position of your Company, which has occurred between the end of the Financial Year of your Company i.e. March 31, 2021 and the date of Boards Report i.e. August 11, 2021

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.

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.

Despite the COVID-19 vaccination efforts having gained momentum, uncertainty rose due to the resurgence of the 2nd wave of the COVID cases across many parts of India and lockdown restrictions in different states of varying degrees. While there have been local lockdowns in many locations, your Company has been operating its plants till date with minimal disruption. 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:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), the Management Discussion and Analysis is presented in a separate section forming part of this Annual report highlighting the detailed review of operations, performance and future outlook of your Company.

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, 2021 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 36th 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 information in respect of matters pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under 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 – V to this Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) and Section

92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year March 31, 2021 is uploaded on the website of your Company and can be accessed at 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) and circulated to all the employees, which provides for a proper mechanism for redressal of complaints of sexual harassment.

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. Your Board has constituted Internal Complaints Committee (ICCs) pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. ICCs is responsible for redressal of complaints related to sexual harassment 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 Secretarial 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.

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 during the year under review.

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

Mumbai.

August 11, 2021