HLE Glascoat Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 29th Annual Report together with the Audited Financial Statements for the Financial Year ended on 31st March, 2020.

? FINANCIAL HIGHLIGHTS*

(Rs. in lakhs, except EPS)

PARTICULARS

Consolidated

Standalone

2019-20 2018-19* 2019-20 2018-19*
Revenue from Operations 42,647.37 35,935.91 38,744.51 33,678.08
Other Income 333.75 286.51 778.07 576.98
Profit before Finance Costs, Depreciation, Exceptional items, Extraordinary Items and Tax 7,623.15 4,852.63 7,199.72 4,558.12
Less: Finance Costs 1,222.22 1,448.68 1,183.38 1,390.15
Profit before Depreciation, Exceptional Iitems,
Extraordinary Items and Tax 6,400.93 3,403.95 6,016.34 3,167.97
Less: Depreciation/ Amortisation/ Impairment 744.43 653.39 722.42 633.02
Profit before Exceptional Items, Extraordinary Items and Tax 5,656.50 2,750.59 5,293.92 2,534.95
Less: Exceptional Items and Extraordinary Items - - - -
Profit before Tax 5,656.50 2,750.59 5,293.92 2,534.95
Less: Current Tax 1,673.49 730.07 1,411.49 555.07
Less: Deferred Tax 63.03 168.00 63.80 168.48
Profit for the financial year (A) 3,919.98 1,852.52 3,818.63 1,811.40
Other Comprehensive Income/ loss (B) (32.95) (20.02) (32.95) (20.02)
Total Comprehensive Iincome for the financial year (A+B) 3,887.03 1,832.50 3,785.68 1,791.38
Earnings Per Share (EPS) 30.31 14.33 29.53 14.01

* Previous years figures are restated, regrouped, rearranged and recast, wherever considered necessary. Previous years figures have been consolidated and restated for better understanding considering the appointed date in the Scheme of Arrangement was 1st April, 2018.

??SCHEME OF ARRANGEMENT

The Board of Directors of the Company at its meeting held on 16th January, 2019, had approved the Scheme of Arrangement between your Company, HLE Engineers Private Limited and Yashashvi Agrochemical Private Limited providing for

(i) the Demerger of the Operating Business of HLE Engineers Private Limited and vesting of the same into your Company;

(ii) the Amalgamation of Yashashvi Agrochemical Private Limited with HLE Engineers Private Limited; and

(iii) various other matters consequential or otherwise integrally connected therewith, with effect from 1st April, 2018 ("Scheme").

The Scheme has been approved by the Honble National Company Law Tribunal, Ahmedabad Bench vide its order dated 24th October, 2019. Consequently, the name of the Company has been changed to HLE Glascoat Limited in accordance with the terms of the Scheme. Since the appointed date in the Scheme was 1st April, 2018, the previous years figures have been consolidated and restated for better understanding.

The Scheme and other related documents as submitted to the regulatory authorities are available on the Companys website: www.hle-glascoat.com under Investors Guide/ Details of Scheme of Arrangement.

??BUSINESS OVERVIEW

The overall economic scenario during the financial year 2019-20 was robust. The Indian Engineering Sector has witnessed an encouraging growth over the last few years driven by increased investments in infrastructure and industrial capacities. The growth of the Engineering Sector is an important barometer of the countrys economic progress and the trends appear to be positive. The key end users of the Companys products viz. the Agrochemical, Speciality Chemical, Dyes, Pigment and the Active Pharmaceutical Ingredient manufacturers are witnessing an unprecedented increase in their long term demand and this portends well for the your Companys prospects. Your Company achieved an enhanced sales turnover of Rs. 38,744.51 lakhs as against Rs. 33,678.08 lakhs during the previous year (growth of 15.13%) and earned a Net Profit after Tax of Rs. 3,818.63 lakhs as against Rs. 1,811.40 lakhs during the previous year (growth of 110.81%). Your Directors attribute this improved performance, apart from the market growth and external factors, to various steps taken by the management in multiple facets of the business viz. increased manufacturing capacity, improvements in production processes, improved planning, focus on timely delivery and better marketing coverage.

The continued improvement in the economic outlook for the Active Pharmaceutical Ingredients and Chemicals sector, the key customer segments for your Company, also enhances the optimism for the coming years.

The Company has passed a circular resolution dated 22nd May, 2020 for discontinuing of its chemical unit operations at Maroli on or around 30th July, 2020. No effect of the above has been given in the financials as on 31st March, 2020 as the same is considered as a non-adjusting event.

??DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

H L Equipments ("HLEQ" or "the Firm") is a Partnership Firm, in which your Company owns 80% ownership interest. HLEQs manufacturing facility is located at Silvassa and is equipped with all key equipment critical for the chemical equipment fabrication.

The Firm achieved a sales turnover of Rs. 52.05 crores (previous year Rs. 37.78 crores) for the year ended 31st March, 2020 and earned EBITDA of Rs. 8.73 crores (previous year Rs. 6.14 crores) for the same period. The Firm has a good order book at the year end, which provides a promising visibility of revenue for FY21.

??IMPACT OF COVID 19 PANDEMIC

There has been no material adverse impact on the Companys performance and financials position as a result of COVID-19 outbreak in the country except suspension of manufacturing operations during the lockdown period starting from 24th March, 2020 to 21st April, 2020, resulting in delay of deliveries of the products to the customers and incurrence of fixed costs (salaries, other overheads, etc.) for the period during which the manufacturing operations were suspended. The resumption of manufacturing and other operations with restricted manpower (in line with the regulatory guidelines) is also likely to have a short-term impact on the overall output and efficiency of operations.

??DIVIDEND

The Board of Directors of your Company recommends the final dividend of Rs. 2.50/- (@ 25%) per equity shares for the FY 2019-20 for your review. During the year, the Company had declared interim dividend of Rs. 2.00 (@ 20%) per equity share. The aggregate dividend paid/ recommended will be Rs. 4.50/- (@ 45%) per equity shares of the face value of Rs.10/-.

The Board of Directors had also declared and paid dividend of Rs. 0.95/- per 9.50% non-Convertible, cumulative, redeemable preference shares for the year 2018-19 on 24th February, 2020. The Board of Directors has also approved the payment of dividend of Rs. 0.95 per redeemable preference share for the year 2019-20.

??TRANSFER TO RESERVES

The Board of Directors of your Company has decided to transfer Rs. 1850 lakhs to General Reserve for the year under review.

??SHARE CAPITAL

Your Companys paid-up Equity Share Capital as on 31st March, 2020 was Rs. 14.81 crores, comprising of 1,29,31,076 equity shares of Rs.10 each, fully paid up and 18,75,152 9.50% non- convertible, cumulative, redeemable preference shares (NCCRPS) of Rs. 10 each, fully paid up.

During the financial year under review, your Company has issued and allotted 96,57,029 equity shares of Rs. 10/- each, credited as fully paid up and 18,75,152 9.50% NCCRPS of Rs. 10/- each, credited as fully paid up to the shareholders of HLE Engineers Private Limited ("Demerged Company") whose name appeared in the register of members as on 14th December, 2019 ("Record Date") in the ratio of 309 fully paid up equity shares and 60 fully paid up 9.50% NCCRPS of your Company for every 100 equity shares held by them in the Demerged Company, pursuant to provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and in terms of the Scheme of Arrangement approved by the National Company Law Tribunal, Ahmedabad Bench vide its order dated 24th October, 2019. As per the Scheme, the Company has also cancelled 32,25,953 equity shares held by HLE Engineers Private Limited.

Your Company has not issued any shares with differential rights and hence no information as per the provisions of Section 43(a)(ii) of the Companies Act, 2013 ("Act") read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished. Your Company has not issued any sweat equity shares during the financial year under review and hence no information as per the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Your Company has not issued any equity shares under any Employees Stock Option Scheme during the financial year under review and hence no information as per the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information in connection therewith has been furnished.

??DEPOSITS

Your Company has not accepted/ renewed any deposits from the public or the Members, within the meaning of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2019-20, and as such no amount of principal or interest on deposit from public or Members, was outstanding as of the Balance Sheet date. Pursuant to the Scheme and the demerger of the Operating Business of HLE Engineers Private Limited, certain unsecured loans forming part of the demerged undertaking have been transferred to the Company. These loans will be repaid over a period and will not be renewed by the Company.

??CREDIT RATING

Your Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations on a timely manner. ICRA Limited (formerly Investment Information and Credit Rating Agency of India Limited) has continued its ratings with regards to the banking facilities enjoyed by your Company from its Bankers as "BBB+" (for long term facilities) and A2 (for short-term facilities) with a stable outlook.

The details of credit ratings obtained by the Company are placed on the Companys website: www.hle-glascoat.com in Investors Guide/ Credit Rating details of the Company.

??PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Act have been provided in the notes to the Financial Statements. Your Company has complied with the provisions of Sections 185 and 186 of the Act to the extent applicable, with respect to the loans and investments made.

??INVESTOR EDUCATION AND PROTECTION FUND

During the financial year 2019-20 and in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Rules made thereunder:

• Dividend amount of Rs. 4.06 lakhs pertaining to the financial year 2011-12, which remained unclaimed and unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account, has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

• Rs. 2.63 lakhs have been transferred to the IEPF Authority towards the interim equity dividend declared for financial year 2019-20 in the Board Meeting held on 11th February, 2020, for the 1,31,604 equity shares held by the IEPF Authority in financial year 2019-20.

• 7,600 shares have been transferred to the IEPF Authority after compliance of due procedures as prescribed and 800 shares have been claimed by the Shareholders from the IEPF Authority in financial year 2019-20.

The year wise details of date of dividend declaration and due date for transfer of unpaid/ unclaimed dividend amount lying in unpaid dividend accounts are as under:

Year Dividend Declaration Date IEPF Transfer Due Date Year Dividend Declaration Date IEPF Transfer Due Date
2012-13 19th September, 2013 17th October, 2020 2016-17 28th August, 2017 26th September, 2024
2013-14 11th September, 2014 9th October, 2021 2017-18 3rd August, 2018 1st September, 2025
2014-15 10th September, 2015 8th October 2022 2019-20 5th March, 2020 4th April, 2027
2015-16 25th July, 2016 23rd August, 2023 (Interim Dividend)

Kindly note that in accordance with Section 124 of the Companies Act, 2013, the Dividend amount(s) unclaimed / unpaid for a period of 7 years are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Thereafter, no claim shall lie against the Fund or Company for the amount(s) of Dividend so transferred. Also, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of IEPF along with a statement containing such details as may be prescribed. Accordingly, shareholders are requested to take immediate action in this matter and approach the Company to claim the dividend amount unrealised by them as soon as possible before the same are transferred to the IEPF as per the provisions of the Act and rules framed thereunder.

The statements of unpaid/ unclaimed dividend amount as on the date of Annual General Meeting- Form IEPF-2 for shares transferred to IEPF authority Form IEPF-7 for dividend amount on share transferred to IEPF and Form IEPF-4 are uploaded on the Companys website: www.hle-glascoat.com in Investors Guide and are also available on the IEPF website: www.iepf.gov.in.

The details of nodal officer appointed by the Company in accordance with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 are available on the Companys website: www.hle-glascoat.com in Investors Guide/ Contact details Designated Officer, Compliance Officer, Nodal Officer and Share Transfer Agent for any assistance related to transfer of shares/ dividend to IEPF.

??RELATED PARTY TRANSACTIONS

Your Company has implemented a policy on Related Party Transactions and the said Policy is available on the Companys website: www.hle-glascoat.com in Investors Guide/ Company Policies.

During the financial year under review, your Company has entered into related party transactions on an arms length basis in compliance with Section 188 of the Act and the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the same are provided in Form AOC-2 annexed hereto, which forms part of this Report.

Further, all such contracts/ arrangements/ transactions were placed before the Audit Committee and Board, for their approval. Prior approval/s of the Audit Committee/ Board are obtained on an annual basis, which is reviewed and updated on quarterly basis.

??PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are furnished in the Annexure, which forms part of this Report.

??PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES

A. The details of the ratio of the remuneration of each director to the median remuneration of the employees and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto and form part of this Report.

B. The details of the top 10 employees of the Company in terms of remuneration drawn as required under Section 134 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto and form part of this Report.

C. None of the employees of the Company have drawn remuneration of Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/-or more per month or for any part of the year and hence the particulars required to be disclosed under Section 134 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.

D. None of the employees of the Company, employed throughout the year under review or part thereof, was in receipt of remuneration which was in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

??EXTRACT OF ANNUAL RETURN

An extract of the Annual Return for the financial year 2019-20 in Form MGT-9 pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as required under Section 134 of the Act is annexed hereto and forms part of this Report. Also, the Annual Return for the financial year 2019-20 shall be uploaded on the Companys website: www.hle-glascoat.com in Investors Guide/ Annual Return under Section 92 of the Act, in accordance with the provisions of Section 134 of the Act.

??CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Report on Corporate Governance is annexed hereto and forms part of this Report. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Mr. D. G. Bhimani (C P No. 6628), proprietor of M/s. D. G. Bhimani & Associates, Practising Company Secretaries, Anand pertaining to the compliance of the conditions of Corporate Governance, is also annexed hereto which forms part of this Report.

??MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V(B) of the Listing Regulations, the Report on Management Discussion and Analysis is annexed hereto and forms part of this Report.

??RISK MANAGEMENT

Your Company recognizes the importance of managing risk in the business to sustain growth. The Board of Directors, along with the senior management of your Company, has developed and approved the Risk Management Policy, wherein all material risks faced by your Company are identified and assessed. The Risk Management Policy adopted by your Company lays down the systematic approach adopted by your Board to mitigate various risks viz. operational risk, financial risk, regulatory risk, reputational risk, etc. Your Company has entrusted the Audit Committee with the responsibility of implementing and monitoring of the Risk Management Policy on a periodic basis.

Some of the risks that the Company is exposed to are given below:

Financial risks:

This primarily include the ability of the Company to get loans from the bank and financial institutions or other sources, which is dependent upon the balance sheets strength to leverage and Companys performance and credit history. The Company has adopted a suitable strategy to minimise the impact of interest rate fluctuations, including maintaining an optimal balance of different types (short term and long term) of loans and maturities for mitigating the interest rate risk.

Regulatory risks:

The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits. The Company has implemented a compliance management system for effective tracking and managing regulatory and internal compliance requirements.

Human Resource risks:

Retaining the existing talent pool and attracting new talent are inherent business risks. The Company has an effective system in place related to recruitment and retention of the personnel.

Strategic risks:

Increasing competition, capital expenditure for capacity expansion, etc, are normal strategic risks faced by the Company. However, the Company has well-defined processes and procedures for obtaining Audit Committee and Boards approvals for investments in new businesses and capacity expansions.

Technology risks:

There is the risk that the technology may become outdated/ obsolete or its patent protection expires, permitting new entrants into the market and resulting into competition for the Company since the Company relies on certain technologies for its core/ critical operations. However, your Company is engaged in continuous innovation and staying ahead of the curve.

Cyber risks:

There is the risk of catastrophic information system failure or other operational failure or malfunction. The Company does maintain a cyber security infrastructure. The Company uses standardised backup tools, services and procedures to ensure that information and data are stored at two or more diverse locations.

??DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with 134(5) of the Act, your Directors confirm that:

(a) the applicable accounting standards have been followed along with proper explanation relating to material departures, if any, in the preparation of the annual accounts;

(b) appropriate accounting policies have been selected and applied consistently and judgments 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 at the end of the financial year and of the profit of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all the applicable laws have been devised and that such systems were adequate and are working effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and relevant Board Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2019-20.

??DIRECTORS AND KEY MANAGERIAL PERSONS

The Directors of your Company are well experienced with expertise in their respective fields of technical, finance, strategic and operational management and administration. None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Act. During the period under review, no Non-Executive Director of your Company had any pecuniary relationship or transactions with the Company except as stated elsewhere in this Report and in the notes to the accounts.

During the year under review, Mr. Mahesh Kabutarwala (DIN 00110317) and Mr. Sudarshan Amin (DIN 01828862) have tendered their resignation as the Directors of the Company with effect from 10th May, 2019 and 15th July, 2019 respectively. The Board places on record its sincere appreciation for their services and expert inputs provided during their tenure as the Directors of your Company.

Mr. Nilesh Patel (DIN 00141873), Non-Executive Director, is retiring by rotation and being eligible, has offered himself for reappointment at the ensuing Annual General Meeting. The brief profile of Mr. Nilesh Patel has been given in the Notice convening the Annual General Meeting.

Mr. Himanshu Patel (DIN 00202312) was appointed as Managing Director and Mr. Aalap Patel (DIN 06858672) as Whole-time Director (designated as Executive Director, Technical) for a period of 3 (three) years with effect from 31st December, 2016. The Board at its meeting held on 9th November, 2019, has approved the re-appointment of Mr. Himanshu Patel as Managing Director and Mr. Aalap Patel as Whole-time Director [designated as Executive Director, (Technical)], on the recommendation of the Nomination and Remuneration Committee, for a second term of three years commencing from 31st December, 2019 on the terms and conditions mentioned in the Notice accompanying this Report, subject to approval of the shareholders of the Company at the forthcoming Annual General Meeting.

The day-to-day operations of your Company are managed by its Key Managerial Persons ("KMP") viz. the Managing Director, Executive Director (Technical), the Chief Financial Officer and the Company Secretary. As required under the provisions of Section 203 of the Act, Mr. Himanshu Patel (DIN 00202312), Managing Director, Mr. Aalap Patel (DIN 06858672), Executive Director (Technical), Ms. Dhwani Shah, Company Secretary are the Key Managerial Personnel of your Company as on the date of this Report. During the year under review, Mr. Suryakant Dave, Chief Financial Officer of the Company, who had been appointed by the Board of Directors, on recommendation of the Nomination and Remuneration Committee, in the Board Meeting convened on 27th July, 2019 has resigned from the Company with effect from 10th May, 2020. On the recommendation of the Nomination and Remuneration Committee, the Board had at its meeting held on 20th June, 2020 appointed Mr. K. V. Unnikrishnan as the Chief Financial Officer of the Company.

The Nomination and Remuneration Committee has formulated the Policies relating to the appointment and remuneration of the Directors of your Company, laying down criteria for determining qualification, positive attributes, independence of directors, etc. Salient features of the said Policies are provided as an annexure hereto, which forms part of this Report. These are also available on the Companys website: www.hle-glascoat.com in Investors Guide/ Company Policies.

??BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER

The Board of Directors has constituted the following Committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

The details related to the composition of the Board of the Company and the Committees formed by it and meetings conducted during the year under review are given in the Corporate Governance Report annexed hereto and forming part of this Report.

??DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Act and Regulation 16(1)(b) of the Listing Regulations, your Company has received individual declarations from all the Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and the Rules made thereunder.

The Independent Directors have also confirmed that there has been no change in the circumstances which may affect their status as Independent director and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and that they are independent of the management.

A Statement by the Managing Director regarding the said affirmation by the Independent Directors is annexed hereto and forms part of this Report.

??PERFORMANCE EVALUATION OF THE DIRECTORS

During the financial year 2019-20, the Board of Directors of your Company has carried out an Annual Performance Evaluation of the Board, its Committees and all the individual Directors as per the Companys Policy for Performance Evaluation of Directors. Performance evaluation sheets were distributed prior to the Meeting dates. The outcome of the above exercise of performance evaluation of all the Directors collectively and individually and the Board/ Committees was announced in the respective Meetings.

(i) The Board, in its Meeting held on 11th February, 2020, has carried out the evaluation task of the Committees formed by the Board and the Independent Directors individually for the period from 1st January, 2019 to 31st December, 2019. In accordance with the provisions of the Section 149 of the Act read with Schedule IV, annual performance evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated.

The performance of each Independent Director has been evaluated on various parameters like ethics/ values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Board was satisfied that each of the Independent Directors has been acting professionally and has brought his/ her rich experience in the deliberations of the Board.

(ii) The Independent Directors, in their separate Meeting held on 11th February, 2020, carried out the performance evaluation of all the non-Independent Directors and the Board as a whole, with special attention to the performance of the Chairperson of the Company for the period from 1st January, 2019 to 31st December, 2019. The various criteria considered for purpose of evaluation included composition of the board, ethics/ values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Independent Directors were of the view that all the non-Independent Directors were competent and the results of the evaluation were satisfactory and adequate to meet your Companys requirements.

(iii) The Nomination and Remuneration Committee, in its Meeting held on 11th February, 2020, reviewed the performance of the Executive Directors of the Company with special attention to the leadership criteria for the Managing Director and the Executive Director for the period from 1st January, 2019 to 31st December, 2019. The various criteria considered for purpose of evaluation included ethics/ values, inter-personal skills, competence and general administration, liaison skills, participation in meetings, etc. The Committee was of the view that the Executive Directors were capable and the results of the evaluation were satisfactory and adequate to meet your Companys requirements.

The Board also expressed its satisfaction over the process of evaluation.

??CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company has formed a CSR Committee in accordance with the provisions of Section 135 of the Act, details of which are provided in the Corporate Governance Report annexed hereto and forming part of this Report. The CSR Policy of your Company as approved by the Board of Directors and is available on the Companys website: www.hle-glascoat.com in Corporate Social Responsibility section.

The Annual Report on CSR activities as required under Sections 134 and 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Companys CSR Policy, total amount to be spent under the CSR Policy for the financial year 2019-20, amount unspent and the reason for the unspent amount, is annexed hereto and forms part of this Report.

??VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board, pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers), 2014, has formulated and implemented a Whistle Blower Policy for Directors and employees incorporating the Vigil Mechanism with a view to provide a mechanism which ensures adequate safeguards from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Policy covers malpractices and/ or events related to all issues that could have grave impact on the operations and performance of the business of your Company. The concerned matters are to be reported to the Compliance Officer and/ or the Chairperson of the Audit Committee. The Audit Committee monitors the Vigil Mechanism of your Company.

During the financial year 2019-20, no employee has been denied access to the Compliance Officer/ the Chairperson of the Audit Committee, who have been appointed as the Whistle Blower Officers of the Company.

An extract of the Whistle Blower Policy incorporating the Vigil Mechanism and the contact details of the relevant Officers are available on the Companys website: www.hle-glascoat.com in Investors Guide/ Whistle Blower/ Vigil Mechanism.

??PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

Your Company has framed a Policy against sexual harassment and a formal process for dealing with complaints relating to harassment or discrimination. The said Policy is in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (‘ICC) to deal with the complaints received by your Company pertaining to gender discrimination and sexual harassment at the workplace.

Following is a summary of sexual harassment complaints received and disposed off during the financial year 2019-20.

No. of complaints not resolved as on 1st April, 2019 : Nil
No. of complaints received in financial year 2019-20 : Nil
No. of complaints resolved in financial year 2019-20 : Nil
No. of complaints not resolved as on 31st March, 2020 : Nil

??MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, affecting the financial position of your Company which have occurred during the period between the end of the financial year to which the financial statements relate and the date of this Report.

??INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has strong integrated systems for internal controls commensurate with the size and nature of its business.

Investment decisions involving capital expenditure are subject to detailed appraisal and review by appropriate levels of authority. Capital and revenue expenditure are monitored and controlled with reference to pre-approved budgets and forecasts.

Your Company has established effective internal control systems to ensure accurate, reliable and timely compilation of financial statements, to safeguard assets of your Company and to detect and mitigate irregularities and frauds. Your Companys management has established adequate internal control procedures over financial reporting.

In accordance with the requirements of Section 143(3)(i) of the Act, the Statutory Auditors have confirmed the adequacy and operating effectiveness of the internal financial control systems over financial reporting.

??STATUTORY AUDITORS AND INDEPENDENT AUDITORS REPORT

M/s. M. M. Nissim & Co., Chartered Accountants, Mumbai (Firm Registration No. 107122W) have been appointed as the Statutory Auditors of your Company for a tenure of 5 (five) years from 28th August, 2017.

The Auditors Report given by M/s. M. M. Nissim & Co, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2020, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

In accordance with the Section 40 of the Companies (Amendment) Act, 2017 (corresponding to Section 139 of the Act), the requirement of ratification of the appointment of the Statutory Auditor in every Annual General Meeting of the Company during the tenure of appointment has been dispensed with. Hence, the matter has not been placed as an agenda item in the AGM Notice for the approval of the shareholders.

??REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of Section 143 of the Act, during the financial year under review, to the Audit Committee or the Board of Directors.

??SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s. D. G. Bhimani and Associates, Practising Company Secretaries (C P No. 6628) as the Secretarial Auditors for the financial year 2019-20 in accordance with Section 204 of the Act. The Report on Secretarial Audit for the financial year 2019-20, in Form MR-3, is annexed hereto and forms part of this Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

In terms of Section 204 of the Act, on the recommendation of the Audit Committee, the Board has appointed M/s. D. G. Bhimani and Associates, Practising Company Secretaries (C P No. 6628), as the Secretarial Auditors for the financial year 2020-21. The Company has received the consent for the said appointment.

??COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

The Directors of your Company confirm that the applicable Secretarial Standards prescribed for the Board and General Meetings by the Institute of Company Secretaries of India and notified by the Central Government have been complied with during the financial year under review. The Company has also voluntarily adopted other applicable Secretarial Standards issued and made effective by the Institute of Company Secretaries of India.

??INTERNAL AUDITORS

CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W) has conducted the internal audit of your Company for the Anand works for the financial year 2019-20; and AKMK Associates, Chartered Accountants (Firm Registration No.: 136206W) has conducted the internal audit of your Company for the Maroli works for the financial year 2019-20.

The Company has appointed CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W) and AKMK Associates, Chartered Accountants (Firm Registration No.: 136206W) as the Internal Auditors, for the Anand works and the Maroli Works respectively for the financial year 2020-21. The Company has received the consent from them for their appointment.

??COST RECORDS AND AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Record and Audit) Rules, 2014, your Company has duly maintained the cost records as prescribed under the said rules. The cost audit for the financial year 2019-20 of the said records shall be carried by M/s Nanty Shah & Associates, Cost Accountants (Membership No. 31497), the Cost Auditor appointed by the Company.

Further, the Company has appointed M/s. Nanty Shah & Associates, Cost Accountants (Membership No. 31497) as the Cost Auditor of the Company for the financial year 2020-21. The Company has received the consent from them for their appointment.

??GENERAL

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

• During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Companys operations in future.

• Your Company does not have any subsidiaries, joint ventures or associate companies except M/s H L Equipments, a partnership firm where the Company holds 80% partnership interest. HLE Engineers Private Limited was originally the partner in the said partnership firm and as a part of the Scheme, the said ownership interest in H L Equipments was vested in your Company. The consolidated financial statements are also being presented in addition to the standalone financial statement of your Company.

??ACKNOWLEDGEMENTS

Your Directors and Management take this opportunity to thank your Companys customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees to the operations of your Company for its continued growth and success.

By the Order of the Board of

HLE Glascoat Limited

(formerly Swiss Glascoat Equipments Limited)

Sd/- Mr. Himanshu Patel Chairperson and Managing Director

(DIN: 00202312)

ANNEXURE TO THE BOARD REPORT

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS UNDER SECTION 134 OF THE COMPANIES ACT, 2013

In accordance with Section 134(3) of the Companies Act, 2013, I hereby confirm that the Independent Directors of the Company have affirmed their compliance with the criteria of independence as stipulated in Section 149 of the Companies Act, 2013 read with Schedule IV - Code of Independence to the said Act (as amended from time to time) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time).

For HLE Glascoat Limited

(Formerly Swiss Glascoat Equipments Limited)

Sd/-

Mr. Himanshu Patel

Chairperson and Managing Director

Date : 20th June, 2020

CERTIFICATION BY THE CEO AND CFO AS REQUIRED UNDER REGULATIONS 17(8) AND 33(2)(a) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Board of Directors, HLE Glascoat Limited

(Formerly Swiss Glascoat Equipments Limited) H-106, GIDC Estate, Vitthal Udyognagar - 388121 Dist. Anand, Gujarat.

We, Mr. Himanshu Patel, the Chairperson and Managing Director and Mr. K.V. Unnikrishnan, the Chief Financial Officer of the Company, certify to the Board that:

A. We have reviewed the Standalone and Consolidated Audited Financial Results for the year ended on 31st March, 2020 and to the best of our knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(2) these statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated, to the extent applicable, to the Auditors and the Audit Committee:

(1) significant changes in internal control over financial reporting during the year;

(2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(3) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the listed entitys internal control system over financial reporting.

For HLE Glascoat Limited

(Formerly Swiss Glascoat Equipments Limited)

Sd/- Sd/-
Chairperson and Managing Director Chief Financial Officer
Date : 20th June, 2020

INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE BOARD REPORT FOR THE YEAR ENDED 31ST MARCH, 2020

(A) Conservation of Energy

The Company is continuously making efforts to improve Energy Management by way of monitoring energy related parameters on a regular basis. The Company is committed to transform energy conservation into a strategic business goal fully along with the technological sustainable development of Energy Management Systems. It is making best endeavours to reduce energy consumption in all its operations and activities.

(i) To achieve the above objectives the following steps are being undertaken by the Company:

I. Continuously monitoring the energy parameters such as maximum demand, power factor, load factor, TOD tariff utilization on regular basis.

II. Continuously replacing the inefficient equipment with latest energy efficient technology and upgradation of equipment continually.

III. Increasing the awareness of energy saving within the organization to avoid wastage of energy.

IV. To enhance utilization of Renewable Energy Resources.

V. Achieving the power factor closer to unity in the Plant by effective reactive energy management.

VI. To reduce the Green House Emission by improving energy efficiency at the Plant.

(ii) Steps taken by the Company for utilising alternate sources of energy:

As a measure to encourage Green Energy, the Company has installed 3 Windmills at following locations-

• 1 Windmill with an installed capacity of 1.25 MW at Baradiya in Jamnagar, Gujarat in Financial Year 2009-10 and it has generated over 21 lakhs units in Financial Year 2019-20 which has been fully utilised during the period under review.

• 2 Windmills with an installed capacity of 250 KW each at Sujapur in Ratlam, Madhya Pradesh in Financial Year 2007-08 and their combined generation is 4.26 lakhs units in Financial Year 2019-20 which has been fully utilised during the period under review.

(iii) Capital investment on energy conservation equipment

Installation of a new gas operated furnace for efficient consumption of energy was completed in the financial year 2018-19. The results have been encouraging.

(B) Technology Absorption, Adaption and Innovation- None

(C) Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual are as under:

(Rs. in lakhs)
1. Total foreign exchange outgo Rs. 2160.08
2. Total foreign exchange earned Rs. 3858.16

By the Order of the Board of

HLE Glascoat Limited

(formerly Swiss Glascoat Equipments Limited)

Sd/-

Mr. Himanshu Patel

Chairperson and Managing Director

(DIN: 00202312)

Form No. MGT-9 EXTRACT OF ANNUAL RETURN for the Financial year ended on 31st March, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L26100GJ1991PLC016173
ii) Registration Date 26th August, 1991
iii) Name of the Company HLE Glascoat Limited
iv) Category / Sub-Category of the Company Public Company/ Limited by Shares
v) Address of the Registered office and contact details H-106, GIDC Estate, V. U. Nagar - 388121 Dist. Anand, Gujarat Ph. No.: (02692) 236842 to 236845
e-mail id: share@glascoat.com
vi) Whether listed company Yes / No Yes
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any Link Intime India Pvt Limited B-102 & 103, Shangrila Complex, First Floor, Opp. HDFC Bank, Nr. Radhakrishna Char Rasta, Akota, Baroda - 390020
C. No.: 0265-2356573
e-mail id: vadodara@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:

Sr. No. Name and Description of main products NIC Code of the Product* % to total turnover of the Company
1 Glass-lined Equipment 28299 - Manufacture of other Special Purpose Machinery 39.36%
2 Filtration and Drying Equipment 28299 - Manufacture of other Special Purpose Machinery 41.36%
3 Chemicals 20119 - Manufacture of organic and inorganic chemical compounds n.e.c. 19.28%

* As per National Industrial Classification 2008 (NIC 2008) - Ministry of Statistics & Programme Implementation

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The Company is a partner in M/s H L Equipments, a partnership firm where it holds 80% partnership interest.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares the year*
A. Promoters
(1) Indian
a) Individual/HUF 40290 - 40290 0.6198 9600744 - 9600744 74.2455 73.6257
b) Central Govt - - - - - - - - -
c) State Govt (s) - - - - - - - - -
d) Bodies Corp. 3225953 - 3225953 49.6300 - - - -49.6300
e) Banks / FI - - - - - - - -
Sub-total (A) (1):- 3266243 - 3266243 50.2499 9600744 - 9600744 74.2455 23.9956
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other – Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other…. - - - - - - - - -
Sub-total (A) (2):- 0 0 0 0.00 0 0 0 0.00 0.00
Total share-holding of Promoter
(A) = (A)(1)+(A)(2) 3266243 - 3266243 50.2499 9600744 - 9600744 74.2455 23.9956
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
Sub-total (B)(1) 0 0 0 0.00 0 0 0 0.00 0.00
2. Non-Institutions
a) Bodies Corp.
i) Indian 308657 700 309357 4.7593 191635 600 192235 1.4866 3.2727
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 1085670 358200 1443870 22.2134 1076598 315510 1392108 10.7656 -11.4478
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 694649 - 694649 10.6869 839431 - 839431 6.4916 -4.1953
c) Others
i) NBFCs registered with RBI 1000 - 1000 0.0154 - - - - -0.0154
ii) HUFs 95441 - 95441 1.4683 119056 - 119056 0.9207 -0.5476
iii) NRIs 52936 13500 66436 1.0221 145798 11900 157698 1.2195 0.1974
iv) OCB - 497400 497400 7.6523 - 497400 497400 3.8465 -3.8058
v) Transfer to IEPF Authority 124804 - 124804 1.9201 131604 - 131604 1.0177 -0.9023
vi) Unclaimed Shares 800 - 800 0.01231 800 - 800 0.0062 -0.0061
Sub-total (B)(2) 2363957 869800 3233757 49.7501 2504922 825410 3330332 25.7545 -23.9956
Total Public Share-holding
(B)=(B)(1)+ (B)(2) 2363957 869800 3233757 49.7501 2504922 825410 3330332 25.7545 -23.9956
C. Shares held by Custodian for
GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 5630200 869800 6500000 100.0012105666 825410 12931076 100.00 0.00

(ii) Shareholding of Promoters

Shareholders Name Shareholding at the beginning of the year

Share holding at the end of the year

% change in share
No. of Shares % of total Shares of company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of company %of Shares Pledged / encumbered to total shares holding during the year*
HLE Engineers Private Limited 3225953 49.6300 - - - - -49.6300
Himanshu Patel 10000 0.1538 - 3595707 27.8067 - 27.6529
Nilesh Patel 10000 0.1538 - 3639127 28.1425 - 27.9887
Harsh Patel 10290 0.1583 - 1859580 14.3807 - 14.2224
Swara Patel - - 292005 2.2582 - 2.2582
Aalap Patel 10000 0.1538 - 188833 1.4603 - 1.3065
Kishori Patel - - 16222 0.1254 - 0.1254
Priti Patel - - 9270 0.0717 - 0.0717
Total 3266243 50.2499 - 9600744 74.2455 - 23.9956

(iii) (a) Change in Promoters Shareholding- Equity (please specify, if there is no change)

Sr. No. Particulars

Shareholding of Promoter Group at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total Shares of company No. of Shares % of total Shares of company
At the beginning of the year 32,66,243 50.2499
Add Allotment of equity shares (net of equity shares cancelled) pursuant to Scheme of Arrangement 63,34,501 23.9956 96,00,744 74.2455
At the end of the year - - 96,00,744 74.2455

(iii) (b) Change in Promoters Shareholding- Preference (please specify, if there is no change)

Sr. No. Particulars

Shareholding of Promoter Group at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total Shares of company No. of Shares % of total Shares of company
At the beginning of the year 0 0.00
Add Allotment of preference shares pursuant to
Scheme of Arrangement 18,56,400 99.00 18,56,400 99.00
At the end of the year - - 18,56,400 99.00

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholding at the beginning of the year

Increase/ (Decrease)

Cumulative Shareholding during the year

Sr. No. Name No. of Shares % of total Shares of co. Date/ Benpos date in share- holding Reason No. of Shares % of total Shares of co.
1 Overseas Pearl Limited 4,97,400 7.65 01.04.19 0 Nil movement during the year
31.03.20 4,97,400 3.85
2 Patel Shashikant Purshottam Das 3,53,100 5.43 01.04.19 0 Nil movement during the year
31.03.20 35,3,100 2.73
3 Investor Education and Protection 1,24,804 01.04.19
Fund Authority- Ministry of Corporate Affairs 04.01.20 7,600 Transfer of Shares vide Operation of Law 1,32,404 1.02
31.03.20 (800) Claimed by Shareholders 1,31,604 1.02
31.03.20 1,31,604 1.02
4 Nilesh Ramesh Ganjwala 100 0.00 01.04.19 14.02.20 68,761 Allotment pursuant to Scheme of Arrangement 68,861 0.53
31.03.20 68,861 0.53
5 Sushmita Ashish Kacholia 0 0 01.04.19 14.02.20 49,800 Purchase through Open Market 49,800 0.39
31.03.20 49,800 0.39
6 Ashish Kacholia 0 0 01.04.19 14.02.20 10,000 Purchase through Open Market 10,000 0.08
28.02.20 38,567 48,567 0.38
31.03.20 48,567 0.38
7 Neepa K. Shah 0 0.00 01.04.19 14.06.19 31.12.19 0 44,341 (40,000) Purchase/ Sale through Open Market 44341 4,341 0.34 0.03
14.02.20 40,000 44,341 0.34
31.03.20 44,341 0.34
8 Openxcell Technolabs Pvt. Ltd. 31,184 0.48 01.04.19
26.04.19 932 Purchase/ Sale through 32,116 0.25
03.05.19 6,016 38,132 0.29
02.08.19 3,121 Open 41,253 0.32
18.10.19 4,000 Market 45,253 0.35
15.11.19 8,935 54,188 0.42
22.11.19 200 54,388 0.42
28.02.20 (10,216) 44,172 0.34
31.03.20 44,172 0.34
9 Kamlesh Navinchandra Shah 16,600 0.26 01.04.19
14.06.19 22,900 Purchase/ Sale through 39,500 0.31
31.12.19 (35,000) 4,500 0.03
14.02.20 35,000 Open Market 39,500 0.31
31.03.20 39,500 0.31
10 Dhanwada Kiran S . 11175 0.17 01.04.19
06.05.19 2,965 Purchase/ Sale through 14,140 0.11
20.05.19 5,860 20,000 0.15
27.09.19 2,255 Open Market 22,255 0.17
27.11.19 11,134 33,389 0.26
31.03.20 33,389 0.26
11 Banco Products India Limited 1,32,700 2.04 01.04.19
17.05.19 (1,500) 1,31,200 1.0146
27.09.19 (50,608) 80,592 0.6232
11.10.19 (5,543) 75,049 0.5804
18.10.19 (4,516) Sale through 70,533 0.5455
25.10.19 (14,110) Open Market 56,423 0.4363
01.11.19 (3,530) 52,893 0.4090
08.11.19 (37,748) 15,145 0.1171
15.11.19 (15,145) 0 0.0000
31.03.20 0 0.00
12 IIFL Securities Limited 67,241 1.03 01.04.19
26.04.19 25 67,266 0.5202
03.05.19 (25) 67,241 0.5200
31.05.19 190 67,431 0.5215
07.06.19 (190) 67,241 0.5200
16.08.19 (67,216) 25 0.0002
23.08.19 75 100 0.0008
18.10.19 (50) 50 0.0004
25.10.19 200 250 0.0019
01.11.19 (150) 100 0.0008
08.11.19 (82) Purchase/ Sale through 18 0.0001
15.11.19 (17) 1 0.0000
31.12.19 549 Open Market 550 0.0043
10.01.20 (490) 60 0.0005
17.01.20 (55) 5 0.0000
24.01.20 26 31 0.0002
31.01.20 (27) 4 0.0000
28.02.20 115 119 0.0009
27.03.20 1,881 2,000 0.0155
31.03.20 (2,000) 0 0.0000
0 0.0000
13 Purshottam Karsandasji Tank 31,700 0.49 01.04.19
15.11.19 (5,033) Sale through 26,667 0.2062
22.11.19 (7,828) Open Market 18,839 0.1457
29.11.19 (18,839) 0 0.0000
31.03.20 0 0.00

(iii) Shareholding of Directors and Key Managerial Personnel (KMP):

Shareholding of Promoter Group at the beginning of the year

Date / Benpos Increase/ (Decrease) Reason

Cumulative Shareholding

Sr. No. Name No. of Shares % of total Shares of co. date in share- holding No. of Shares % of total Shares of co.
1 Himanshu Patel 10000 0.15 01.04.19 -
(Equity) (Equity)
18.12.19 3585707 Allotment
(Equity) pursuant to
Scheme of
Arrangement
696254
(Preference)
31.03.20 - - 3,595,707 27.81
(Equity) (Equity)
696254 37.13
(Preference) (Preference)
2 Aalap Patel 10000 0.15 01.04.19 -
(Equity) (Equity)
18.12.19 178833 Allotment
(Equity) pursuant to
34725 Scheme of
(Preference) Arrangement
31.03.20 - 188,833 1.46
(Equity) (Equity)
34725 1.85
(Preference) (Preference)
3 Nilesh Patel 10000 0.15 01.04.19 -
(Equity) (Equity)
18.12.19 3629127 Allotment
(Equity) pursuant to
704685 Scheme of
(Preference) Arrangement
31.03.20 - 3,639,127 28.14
(Equity) (Equity)
704685 37.58
(Preference) (Preference)
4 Harsh Patel 10290 0.16 01.04.19 -
(Equity) (Equity)
18.12.19 1849290 Allotment
(Equity) pursuant to
359086 Scheme of
(Preference) Arrangement
31.03.20 - 1859580 14.38
(Equity) (Equity)
359086 19.15
(Preference) (Preference)
5 Vijayanti Punjabi - - 01.04.19 -
31.03.20 - Nil movement - -
during the year
6 Yatish Parekh - - 01.04.19 -
31.03.20 - Nil movement - -
during the year
7 Sandeep Randery - - 01.04.19 -
31.03.20 - Nil movement - -
during the year
8 Jayesh Shah - - 01.04.19 -
31.03.20 - Nil movement - -
during the period
9 Dhwani Shah 10 0.0001 01.04.19
Company Secretary 18.12.19 4 Allotment pursuant
to Scheme of
Arrangement -
fractional shares
31.03.20 - 14 0.0001
10 Suryakant Dave 0 0 01.04.19
Chief Financial Officer (29.07.19 to 31.03.20) - 31.03.20 - Nil movement during the period 0 0.000

V. INDEBTEDNESS

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 6,973.67 1,536.45 - 8,510.12
ii) Interest due but not over due 9.08 23.21 - 32.29
iii) Interest accrued but not due - - -
Total (i+ii+iii) 6,982.75 1,559.66 - 8,542.41
Change in Indebtedness during the financial year
• Addition 761.67 2,617.46 - 3,379.13
• Reduction 1,812.30 3,380.79 - 5,193.09
Net Movement in Interest due but not overdue (Note) 25.49 50.13 75.62
Net Change (1,025.14) (713.20) - (1,738.34)
Indebtedness at the end of the financial year
i) Principal Amount 5,923.05 773.12 - 6,696.17
ii) Interest due but not over due 34.57 73.33 - 107.90
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 5,957.61 846.45 - 6,804.07

Note: The indebtedness does not include the financial liability portion of Rs. 3,022.40 lakhs of 9.5% Redeemable Preference Shares computed under applicable accounting standards.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director (MD) and Whole-time Director (WTD): (Rs.in lakhs)

Name of MD/ WTD/ Manager

Sr. no.Particulars of Remuneration Himanshu Patel (MD) Aalap Patel (WTD) Total
1. Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 79.99 40.11 120.10
(b) Value of perquisites under Section 17(2) of the Income-tax Act, 1961 - - -
(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961 - - -
2. Stock Options - - -
3. Sweat Equity - - -
4. Commission as % of profit 54.18 - 54.18
5. Others - - -
Total (A) 134.17 40.11 174.28
Ceiling as per the Act 595.94

* The Remuneration to the Managing Director(s) and the Whole time Director(s) has been paid in accordance with the provisions of Section 198 of the Companies Act, 2013 read with Schedule V to the Act and the Rules made there under.

B. Remuneration to Non-Executive and Independent Directors

The Non-Executive Directors do not receive any remuneration except remuneration paid to Mr. Nilesh Patel and Mr. Harsh Patel from HLE Engineers Private Limited and sitting fees of Rs. 15,000 per Board Meeting of the Company attended by them. The details of the sitting fees paid to the Non-Executive Directors for attending the Board Meetings have been disclosed in this Report. The sitting fees paid to the Non-Executive Directors for attending the Board Meetings are within the limits specified by the Companies Act, 2013. Except as stated above and elsewhere in this Report, the Non-Executive Directors do not have any other pecuniary relationship with the Company.

(Rs.in lakhs)
Sr. no. Particulars of Remuneration Name of Directors Total
1. Independent Directors Vijayanti Punjabi Yatish Parekh Sandeep Randery Jayesh Shah
Fee for attending board/ committee meetings 0.60 0.45 0.60 0.30
Independent Directors Mahesh Kabutarwala#
Fee for attending board/ committee meetings 0 1.95
2. Other Non-Executive Directors Nilesh Patel Harsh Patel Sudarshan Amin*
Fee for attending board/ committee meetings 0.60 0.60 0 1.20
Total (B) = (1+2) 3.15

C. Remuneration to Key Managerial Personnel Other Than Manager/ WTD

Key Managerial Personnel

Sr. no. Particulars of Remuneration Company Secretary Dhwani Chief Financial Officer Suryakant Dave Total Amount
Shah (27.07.19 to 31.03.20)
1. Gross salary
(a) Salary as per provisions contained in Section 17(1) of the 6.83 20.83 27.66
Income-tax Act,1961
(b) Value of perquisites under Section 17(2) of the Income-tax Act,1961 - - -
(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961 - - -
2. Stock Options - - -
3. Sweat Equity - - -
4. Commission - - -
5. Bonus 0.11 0.52 0.63
Total 6.94 21.36 28.30

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act, 2013 Brief Description Details of Penalty / Punishment/Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any
A. COMPANY
Penalty -- None --
Punishment
Compounding
B. DIRECTORS
Penalty -- None --
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty -- None --
Punishment
Compounding

By the Order of the Board of

HLE Glascoat Limited

(formerly Swiss Glascoat Equipments Limited)

Sd/-

Mr. Himanshu Patel

Chairperson and Managing Director

(DIN: 00202312)

Date : 20th June, 2020