34 ANNUAL REPORT 2016 - 2017€¦ · Telangana State REGISTERED OFFICE 303, Babukhan Estate, Basheerbagh, Hyderabad – 500 001 AUDITORS M/s. K.S. Ramakrishna & Co. Chartered Accountants

34th

ANNUAL REPORT2016 - 2017

HINDUSTAN FLUOROCARBONS LIMITED

REGISTRARS & SHARE TRANSFER AGENTS

M/s. Karvy Computershare Private LimitedKarvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District,

Nanakramguda, Hyderabad - 500 032.

WORKS

Rudraram PO, Kandi Mandal,Sangareddy Dist - 502 329. Telangana State

REGISTERED OFFICE

303, Babukhan Estate,Basheerbagh, Hyderabad – 500 001

AUDITORSM/s. K.S. Ramakrishna & Co.

Chartered Accountants# 5-9-22/38/2, Adarsh Nagar,

Hyderabad - 500 063.

BANKERS

State Bank of Hyderabad,Gunfoundry, Hyderabad.

CONTENTS

NOTICE 1

CHAIRMAN’S SPEECH 6

DIRECTORS’ REPORT 8

AUDITORS’ REPORT 16

C&AG COMMENTS 37

BALANCE SHEET 51

PROFIT AND LOSS ACCOUNT 52

CASH FLOW STATEMENT 53

NOTES & SCHEDULES 54

BOARD OF DIRECTORS

Shri S B Bhide HOCL NomineeChairman (From 08.03.2016)

Shri T S Gaikwad From 01.01.2008Managing Director

Shri J N Suryawanshi HOCL NomineeDirector (From 03.09.2015

up to 03.08.2016)

Shri.Sanjeeva Narayan BIFR NomineeSpecial Director (From 04.02.2015

upto 30.11.2016)

Shri.Dinesh Kumar Govt. of India NomineeDirector (From 24.06.2016

upto 09.08.2017)

Ms.Pushpa Trivedi HOCL IndependentDirector Nominee

(From 28.10.2016)

Shri.Rajkishore Das (From 13.02.2017)Independent Director

Shri Dharmendra Kumar Madan Govt. of India NomineeDirector (From 09.08.2017)

Mrs. Rajani. K (From 19.05.2011)Company Secretary

AUDIT COMMITTEE (A.C) OF THE BOARD

SHRI J N SURYAWANSHI Director, Member(From 09.11.2015 up to 03.08.2016)

SHRI.SANJEEVA NARAYAN Director, Member(From 25.05.2015 up to 30.11.2016)

SHRI S B BHIDE Chairman, Member(From 08.03.2016 up to 10.11.2016)

SHRI DINESH KUMAR Director, Member(From 08.08.2016 up to 09.08.2017)

SHRI.DHARMENDRA KUMAR MADAN Director, Member (From 14.08.2017)

MS.PUSHPA TRIVEDI Director, Member (From 11.11.2016)

SHRI.RAJKISHORE DAS Director, Chairman (From 27.02.2017)

MRS. RAJANI. K, CS Secretary to the Committee (From 20.06.2011)

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITYDEVELOPMENT COMMITTEE ( CSR&SD):

SHRI. J N SURYAWANSHI Director Member(From 09.11.2015 up to 03.08.2016)

SHRI. T S GAIKWAD Director, Member(From 23.05.2013 up to 09.02.2017)

SHRI. SANJEEVA NARAYANA Director Member(From 09.11.2015 up to 30.11.2016)

SHRI. DINESH KUMAR Director, Member(From 08.08.2016 up to 09.08.2017)


MS. PUSHPA TRIVEDI Director, Chairman (From 10.02.2017)

SHRI. S B BHIDE Chairman, Member (From 10.02.2017)

MRS. RAJANI. K, CS Secretary to the Committee(From 20.06.2011)

SHARE TRANSFER COMMITTEE

SHRI J N SURYAWANSHI Director Member(From 09.11.2015 up to 03.08.2016)

SHRI S B BHIDE Chairman, Chairman (From 08.03.2016)

SHRI. T S GAIKWAD MD, Member (From 12.08.2011)

MRS. RAJANI. K, CS Secretary to the Committee(From 20.06.2011)

NOMINATION AND REMUNERATION COMMITTEE:

SHRI SANJEEVA NARAYANA Director Member(From 09.11.2015 up to 30.11.2016)

SHRI S B BHIDE Director Member (From 08.03.2016)

SHRI DINESH KUMAR Director, Member(From 08.08.2016 up to 09.08.2017)


MS. PUSHPA TRIVEDI Director, Member (From 10.02.2017)

SHRI. RAJKISHORE DAS Director, Chairman (From 27.02.2017)

MRS. RAJANI. K, CS Secretary to the Committee (From 20.06.2011)

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HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-201734TH ANNUAL GENERAL MEETING NOTICE

Notice is hereby given that the 34th Annual GeneralMeeting of the Members of HindustanFluorocarbons Limited will be held on Monday the25th September, 2017 at 3.00 P.M. at Press Club,Deshodharaka Bhavan, Bashirbagh, Hyderabad -500 001 to transact the following business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the AuditedProfit and Loss Account for the year ended31st March, 2017 and Balance Sheet as onthat date together with reports of the Directors’and the Auditors’ thereon.

2. To approve the remuneration of the StatutoryAuditors of the Company, appointed by theComptroller and Auditor General of India forthe financial year 2017-18.

SPECIAL BUSINESS:3. To consider and if thought fit to pass the

following resolution as ordinaryresolution with or without modifications:

“RESOLVED THAT Shri.Dharmendra KumarMadan, Director of Department of Chemicalsand Petro Chemicals who was appointed asGOI Nominee Director under Article 77 of theArticle of Association on 9th August, 2017 andwho holds office up to the date of this AnnualGeneral Meeting be and is hereby appointedDirector of the Company.

RESOLVED FURTHER THAT the certified truecopies of any of these resolutions may befurnished, filed or uploaded, as may be

required, under the signature of any of theDirectors of the Company.”

4. To consider and if thought fit to pass thefollowing resolution as ordinaryresolution with or without modifications:

“RESOLVED THAT Ms. Pushpa Trivedi,Independent Director of Hindustan OrganicChemicals Limited who was appointed asHOCL Women Independent Director underArticle 77 of the Article of Association on 28th

October, 2016 and who holds office up to thedate of this Annual General Meeting be andis hereby appointed Director of the Company.

RESOLVED FURTHER THAT the certified truecopies of any of these resolutions may befurnished, filed or uploaded, as may berequired, under the signature of any of theDirectors of the Company.”

5. To consider and if thought fit to pass thefollowing resolution as ordinaryresolution with or without modifications:

“RESOLVED THAT Shri. Rajkishore Das wasappointed as Independent Director underArticle 77 of the Article of Association on 13th

February, 2017 and who holds office up to thedate of this Annual General Meeting be and ishereby appointed Director of the Company.

RESOLVED FURTHER THAT the certified truecopies of any of these resolutions may befurnished, filed or uploaded, as may berequired, under the signature of any of theDirectors of the Company.”

By order of the Board of DirectorsOf Hindustan Fluorocarbons Ltd.,

Sd/-(RAJANI.K)

COMPANY SECRETARYPLACE: HYDERABADDATE : 14.08.2017

Regd.Office303, Babukhan Estate,Basheerbagh, Hyderabad – 500 001.

HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-2017

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NOTES:1. A MEMBER ENTITLED TO ATTEND AND

VOTE AT THE MEETING IS ENTITLED TOAPPOINT A PROXY OR PROXIES TOATTEND AND VOTE INSTEAD OFHIMSELF/HERSELF ON A POLL AND THATA PROXY NEED NOT BE A MEMBER OFTHE COMPANY. PROXIES, IN ORDER TOBE EFFECTIVE MUST BE LODGED AT THEREGISTERED OFFICE OF THE COMPANYNOT LESS THAN 48 HRS. BEFORE THEMEETING.

2. Members/Proxies should bring theiradmission slip duly filled in at themeeting.

3. The Register of Members and SharesTransfer Books of the company willremain closed from Tuesday the 19th

September, 2017 to Monday the 25th

September, 2017 (both days inclusive).4. Share transfer documents and all

correspondence relating thereto andmembers who hold shares in physicalform are requested to notify immediatelyany changes in their addresses should beaddressed to the Registers and TransferAgents of the company.

5. The company, consequent upon theintroduction of the depository system (DS)entered into agreements with NationalSecurities Depository Limited (NSDL) andCentral Depository Services (India)Limited (CDSL). The members, therefore,have the option of holding and dealingin the shares of the company in electronicform through NSDL and CDSL.

6. Members, who hold shares in thedematerialized form, are requested tobring their depository account number foridentification.

7. Members are requested to bring theircopy of Annual Report at the meeting, asthe same will not be distributed again asa measure of economy.

8. An Explanatory statement pursuant toSection 102(2)(a) of the Companies Act,2013 in respect of the Resolution set outagainst item no. 3,4 &5 of the notice areenclosed.

9. Members desirous of asking anyquestions at the Annual General Meetingare requested to send in their questionsso as to reach the company at least 10days before the AGM so that the samecan be suitably replied.

10. Procedure and instructions for e-voting:I. Remote e-voting: In compliance with the

provisions of Section 108 of the CompaniesAct, 2013, read with Rule 20 of the Companies(Management and Administration) Rules,2014, as amended and the provisions ofRegulation 44 of the Securities and ExchangeBoard of India (Listing Obligations andDisclosure Requirements) Regulations, 2015,the Members are provided with the facility tocast their vote electronically, through the e-voting services provided by KarvyComputershare Private Limited (Karvy) on allresolutions set forth in this Notice, from aplace other than the venue of the Meeting(Remote e-voting).

(A) In case a Member receives an email fromKarvy [for Members whose email IDs areregistered with the Company/DepositoryParticipants (s)]:

i. Launch internet browser by typing the URL:https://evoting.karvy.com.

ii. Enter the login credentials (i.e. User ID andpassword). In case of physical folio, User IDwill be EVEN (E-Voting Event Number)followed by folio number. In case of Demataccount, User ID will be your DP ID and ClientID. However, if you are already registered withKarvy for e-voting, you can use your existingUser ID and password for casting your vote.

iii. After entering these details appropriately, clickon “LOGIN”.

iv. You will now reach password change Menuwherein you are required to mandatorilychange your password. The new passwordshall comprise of minimum 8 characters withat least one upper case (A- Z), one lower case(a-z), one numeric value (0-9) and a specialcharacter (@,#,$, etc.,). The system willprompt you to change your password andupdate your contact details like mobilenumber, email ID etc. on first login. You mayalso enter a secret question and answer of

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HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-2017your choice to retrieve your password in caseyou forget it. It is strongly recommended thatyou do not share your password with any otherperson and that you take utmost care to keepyour password confidential.

v. You need to login again with the newcredentials.

vi. On successful login, the system will promptyou to select the “EVENT” i.e., ‘Name of theCompany”

vii. On the voting page, enter the number ofshares (which represents the number of votes)as on the Cut-off Date under “FOR/AGAINST”or alternatively, you may partially enter anynumber in “FOR” and partially “AGAINST” butthe total number in “FOR/AGAINST” takentogether shall not exceed your totalshareholding as mentioned herein above. Youmay also choose the option ABSTAIN. If theMember does not indicate either “FOR” or“AGAINST” it will be treated as “ABSTAIN”and the shares held will not be counted undereither head.

viii. Members holding multiple folios/demataccounts shall choose the voting processseparately for each folio/demat accounts.

ix. Voting has to be done for each item of thenotice separately. In case you do not desireto cast your vote on any specific item, it willbe treated as abstained.

x. You may then cast your vote by selecting anappropriate option and click on “Submit”.

xi. A confirmation box will be displayed. Click“OK” to confirm else “CANCEL” to modify.Once you have voted on the resolution (s),you will not be allowed to modify your vote.During the voting period, Members can loginany number of times till they have voted onthe Resolution(s).

xii. Corporate/Institutional Members (i.e. otherthan Individuals, HUF, NRI etc.) are alsorequired to send scanned certified true copy(PDF Format) of the Board Resolution/Authority Letter etc., together with attestedspecimen signature(s) of the duly authorisedrepresentative(s), to the Scrutinizer at [email protected] with a copy markedto [email protected]. The scanned image

of the above mentioned documents shouldbe in the naming format “ CorporateName_Event No.”

(B) In case of Members receiving physical copyof Notice [for Members whose email IDs arenot registered with the Company/DepositoryParticipants (s)]:

i. E-Voting Event Number , User ID andPassword is provided in the Attendance Slip.

ii. Please follow all steps from Sl. No. (i) to (xii)above to cast your vote by electronic means.

II. Voting at AGM: The Members, who have notcast their vote through Remote e-voting canexercise their voting rights at the AGM. TheCompany will make necessary arrangementsin this regard at the AGM Venue. Memberswho have already cast their votes by Remotee-voting are eligible to attend the Meeting;however those Members are not entitled tocast their vote again in the Meeting.A Member can opt for only single mode ofvoting i.e. through Remote e-voting or votingat the AGM. If a Member casts votes by bothmodes then voting done through Remote e-voting shall prevail and vote at the AGM shallbe treated as invalid.

Other instructions:a. In case of any query and/or grievance, in

respect of voting by electronic means,Members may refer to the Help & FrequentlyAsked Questions (FAQs) and E-voting usermanual available at the download section ofhttps://evoting.karvy.com (Karvy Website) orcontact Mr. Premkumar Nair, (Unit: HindustanFluorocarbons Limited) of Karvy Computershare Private Limited, Karvy Selenium TowerB, Plot 31-32, Gachibowli, Financial District,Nanakramguda, Hyderabad - 500 032 or [email protected] or phone no. 040 –6716 1500 or call Karvy’s toll free No. 1-800-34-54-001 for any further clarifications.

b. You can also update your mobile number ande-mail id in the user profile details of the foliowhich may be used for sending futurecommunication(s).

c. The remote e-voting period commences on22nd September, 2017 (9.00 A.M. IST) andends on 24th September, 2017 (5.00 P.M.IST).


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Sd/-(RAJANI.K)



During this period, Members of the Company,holding shares either in physical form or indematerialized form, as on the cut-off date of18th September, 2017, may cast their voteselectronically. A person who is not a Memberas on the cut-off date should treat this Noticefor information purposes only. The remote e-voting module shall be disabled for votingthereafter. Once the vote on a resolution(s) iscast by the Member, the Member shall notbe allowed to change it subsequently.

d. The voting rights of Members shall be inproportion to their share of the paid up equityshare capital of the Company as on the cut-off date i.e. 18th September, 2017.

e. In case a person has become a Member of theCompany after 18th August, 2017 i.e the dateconsidered for dispatch of AGM Notice but onor before the cut-off date i.e., 18th September,2017, he/she may obtain the User ID andPassword in the manner as mentioned below :i. If the mobile number of the member is

registered against Folio No./ DP IDClient ID, the member may send SMS:MYEPWD <space> E-Voting EventNumber+Folio No. or DP ID Client ID to9212993399Example for NSDL:MYEPWD <SPACE> IN12345612345678Example for CDSL:MYEPWD <SPACE> 1402345612345678Example for Physical:MYEPWD <SPACE> XXXX1234567890

ii. If e-mail address or mobile number ofthe member is registered against FolioNo. / DP ID Client ID, then on the homepage of https://evoting.karvy.com, themember may click “Forgot Password”and enter Folio No. or DP ID Client IDand PAN to generate a password.

iii. Member may call Karvy’s toll free number1800-3454-001.

iv. Member may send an e-mail request [email protected].

11. The Ministry of Corporate Affairs has takena “Green Initiative in Corporate Governance”by allowing paperless compliances by theCompanies and issued a circular on 21st

April, 2011.Section 20 of the Companies Act, 2013provides service of documents under“Certificate of Posting” as one of theaccepted mode of service where as theDepartment of Posts has recentlydiscontinued the postal facility under“Certificate of Posting” vide Letter Dated23.02.2011, the Information Technology Act,2000 also permits service of documents etc.,in electronic mode.Hence, the service of documents of acompany can be made through Electronicmode. So, we request all the members toregister their email id’s by sending email alongwith names, DP id’s & Folio Number to thefollowing Mai ID:[email protected]

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(2)(a) OF THE COMPANIES ACT, 2013.

Item No.3

Shri.Dharmendra Kumar Madan, Director of Department of Chemicals and Petrochemicals was appointedby GoI in terms of Article 77 of the Articles of Association of the Company as its Nominee on the Boardof Directors of the Company w.e.f.09.08.2017. Shri.Dharmendra Kumar Madan holds office till the dateof ensuing Annual General Meeting by virtue of Section 161 of the Companies Act, 2013 read with Article77 of the Articles of Association of the Company, and is eligible for re-appointment.

None of the Directors of the company except Shri.Dharmendra Kumar Madan in any way, concerned orinterested in the resolution.

The Board of Directors recommends the resolution for approval of the share holders.

Item No.4

Ms.Pushpa Trivedi, Independent Director Hindustan Organic Chemicals Limited was appointed by HOCLWomen Independent Director in terms of Article 77 of the Articles of Association of the Company as itsNominee on the Board of Directors of the Company w.e.f. 28.10.2016. Ms.Pushpa Trivedi holds office tillthe date of ensuing Annual General Meeting by virtue of Section 161 of the Companies Act, 2013 readwith Article 77 of the Articles of Association of the Company, and is eligible for re-appointment.

None of the Directors of the company except Ms.Pushpa Trivedi in any way, concerned or interested inthe resolution.


Item No.5

Shri. Rajkishore Das was appointed by GoI in terms of Article 77 of the Articles of Association of theCompany as its Independent Director on the Board of Directors of the Company w.e.f. 13.02.2017. Shri.Rajkishore Das holds office till the date of ensuing Annual General Meeting by virtue of Section 161 ofthe Companies Act, 2013 read with Article 77 of the Articles of Association of the Company, and iseligible for re-appointment.

None of the Directors of the company except Shri. Rajkishore Das in any way, concerned or interestedin the resolution.



Sd/-(RAJANI.K)




6

CHAIRMAN’S SPEECH

Dear Shareholders,

I extend my hearty welcome to you to this 34th

Annual General Meeting of your Company. I amsure, you must have received the Directors’ Reportand Audited Annual Accounts of the Company forthe year ended 31st March, 2017 and with yourpermission I take them as read.

I now proceed to share with you briefly theperformance of the company and our activities.

1. OPERATIONS AND OVERALLPERFORMANCE

Your Company has incurred a net loss ofRs.488.55 lacs from operations as againstthe net loss of Rs. 1111.39 lacs of the previousyear. During the year, the sales turnover (net)was Rs.3383.51 lacs as against Rs. 3527.38lacs in the previous year. CFM-22 salequantity was 1111 MT as against 1116 MT inthe previous year and balance quantity wasused as feed stock to manufacture of PTFE.Quality of all company‘s products continued

to be well accepted by our customers.Company has achieved 95% capacityutilization as against 96% in the previousfinancial year.

2. FUTURE OUTLOOK.DIVERSIFICATION:

In consistence with vision company is makingcontinues efforts to develop Fluoro SpecialtyChemicals and in addition to this company isgoing to focus on various filled grades

3. SAFETY, ENVIRONMENT & ISOCERTIFICATION‘

The company continued to lay emphasis onthe consciousness about safety among theemployees and periodic reviews of safetymeasures have enabled the company onceagain to maintain safe operations during theyear.

Management is maintaining strictly all therequired environmental norms and qualitysystems as per ISO 9001:2008

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4. INDUSTRIAL RELATIONS

Employee relations continued to be cordialthroughout the year. Company continued tofollow Govt. policy of reservation inrecruitment of SC/ST/OBC. During the yearthere were no strikes or lock outs affectingthe production/profitability.

5. CORPORATE GOVERNANCE

Your Company lays emphasis in conductingits affairs with in the frame work of policiesand guidelines set by the Government in atransparent manner. It is the endeavor of theCompany to build trust between shareholders, Employees and Customers basedon the basic principles of CorporateGovernance. The detailed Report on theCorporate Governance as well asManagement Discussion Analysis Report isenclosed as a part of the Director’s Report.This Report analyses in brief the potentialitiesof the Company as well as the focus of theCompany’s business

6. ACKNOWLEDGEMENTS :

I place on record my appreciation andgratitude to all the employees and others whohad extended their support and co-operationduring the year to achieve the targeted goalsof the Company. In particular I am grateful to

various officials of the Govt of India. especiallyfrom the Ministry of Chemicals & Fertilizers,Department of Chemicals andPetrochemicals, the Finance Ministry,Ministry of Environment, Forest and ClimateChange, Govt. of India, Govt of Telangana,Promoter Company i.e. HOCL and BoardMembers. I would like to convey my sincereappreciation to our valued customers,suppliers, Statutory Bodies, Investors, ourbakers State Bank of Hyderabad, Statutory/Govt Auditors etc for the continued support.In conclusion I am fully confident that withthe continued support from all of you my urgeto place your Company in the pedestal ofsuccess will not be unrealistic.

We on our part would continue our efforts totake your Company into the future by meetingthe challenges, grabbing the opportunities inour endeavor in the path towards turnaround.We look forward to your continued support inthis ongoing process.

In conclusion I am optimistic that the companywould attain significant profits in the nearfuture.

Thank you all once again.

Sd/-(S B BHIDE)

Chairman


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DIRECTORS’ REPORTYour Directors are glad to present the 34rd Annual Report of the company together with Audited AnnualAccounts for the year ended 31st March, 2017.FINANCIAL RESULTS:[Section 134(3)(i)]The financial performance of the Company for the year ended 31st March, 2017 is summarized below:

(Rs. in lacs)Particulars Financial Year Financial Year

2016-17 2015-2016Revenue from operations 3806.36 3963.29Sales Turnover(net) 3383.51 3527.38Gross Profit / (Loss) for the year 90.99 (629.38)Less: Interest & Financing Charges 325.95 345.36Cash Profit / (Loss) (234.96) (974.74)Less: Depreciation 152.25 136.57Profit / (Loss) for the year (387.21) (1111.31)Add: Prior Period Adjustments 101.34 0.08Net Profit (Loss) (488.55) (1111.39)

RESERVES: [Section 134(3)(j)]:Company has not transferred any amount toreserves due to the loss.DIVIDEND: [Section 134(3)(k)]In view of the accumulated losses at the end of theFinancial Year 2016-17 are carried forward, nodividend was declared on equity shares for the yearended 31.03.2017.OPERATIONS AND OVERALL PERFORMANCE.Your Company has incurred a net loss of Rs.488.55lacs from operations as against the net loss of Rs.1111.39 lacs of the previous year. During the year,the sales turnover (net) was Rs.3383.51 lacs asagainst Rs. 3527.38 lacs in the previous year. CFM-22 sale quantity was 1111 MT as against 1116 MTin the previous year and balance quantity was usedas feed stock to manufacture of PTFE. Quality ofall company‘s products continued to be wellaccepted by our customers. Company hasachieved 95% capacity utilization as against 96%in the previous financial year.STATUS OF STRATEGIC DISINVESTMENT:NITI Aayog had recommended for the Strategicdisinvestment of HFL which was communicated tous by our Administrative Ministry vide letter no.F.No.15015/12/2015-Org.Estt. Dated 03-Aug-2016.As part of this process, Inter-Ministerial Group(IMG) was formed for processing of strategicdisinvestment of HFL which was communicated tous by our Administrative Ministry vide letterno.F.No.15015/12/2015-Ch.III dated 27-Jan-2017.

Subsequently DCPC had appointed M/s. SBI Capsas Transaction Advisor (TA), M/s. Crawford Bayley& Co. as Legal Advisors (LA) and PromoterCompany, HOCL has appointed M/s. GA Advisoryas an Asset valuer.The process of Strategic Disinvestment of HFL isinitiated by Parent Company i.e., HindustanOrganic Chemicals Limited under the instructions,guidance and supervision of the Department ofChemicals and Petro Chemicals.

THE RIGHT TO INFORMATION ACT, 2005.In consonance with the provisions of the Right toinformation Act, 2005, Company has appointedAppellate Authorities/ Public Information officers atall the units/ offices of the company to respondeffectively to the request of the applicants underthe acts in synchronization with the direction ofCentral Information Commission(CIC), for promotionof Institutional transparency within the publicauthority through proactive and effectiveimplementation of section 4 of the RTI Acts, 2005,the company has also appointed a transparencyofficer that company has created necessarymechanism to meet the objective to bring outtransparency in the functioning of organization asenvisaged by RTI Act.CORPORATE SOCIAL RESPONSIBILITY:Though Companies act provisions related to theCSR is not applicable to the Company for thefinancial year 2016-17, however recognizing theobligation to the society both in the areas ofenvironment protection and social development,

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HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-2017company has taken initiatives towardsimplementing welfare schemes for uplifting thequality of living of the community surrounding thearea around the factory. Company is sponsoringtwo Vidya Volunteers to the surrounding areas.PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013There were no loans, guarantees or investmentsmade by the Company under Section 186 of theCompanies Act, 2013 during the year under reviewand hence the said provision is not applicable.THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL Act, 2013Company has not received any cases relating tothe sexual harassment of women at work place.PARTICULARS OF CONTRACTS ORARRANGEMENTS MADE WITH RELATEDPARTIESThere was no contract or arrangements made withrelated parties as defined under Section 188 of theCompanies Act, 2013 during the year under review.COMPANY’S POLICY RELATING TOAPPOINTMENT AND PAYMENT OFREMUNERATION AND DISCHARGE OF THEIRDUTIES OF KEY MANAGERIAL PERSONNELAND OTHER EMPLOYEES.Company has complied all the provisions relatedto the constitution of Nomination and RemunerationCommittee under section 178(1) of the CompaniesAct 2013 and complied the criteria for determiningqualifications positive attributes and independenceof appointment and remuneration of a KeyManagerial Personnel and other employees asprovided under Section 178(3) of the CompaniesAct, 2013.NUMBER OF BOARD MEETINGS CONDUCTEDDURING THE YEAR UNDER REVIEWThe Company had six Board meetings during thefinancial year under review.HEALTH AND ENVIRONMENT:The management has taken the greatresponsibilities for continuous monitoring andprotecting the health and environment as perstatutory compliance. Company is following allpollution norms.The health record of employees working inproduction Division is maintained in the HealthRegister in Form 7.

FIRE & SAFETY PERFORMANCE:The Company pays special attention to ensuresafety of the factory and workers employed therein.The Company accords the same priority attentionto safety aspects as it does to production andproductivity, be it in a personal safety, processsafety, environment safety or product stewardshipand allocated adequate resources of men, machine,money, time and energy to maintain the standardsthus performance during the year is very good.The Company continued to maintain good safetyrecord in the financial year 2016-17.A Mock drill is a practice which trains an individualabout the course of action to be taken in case ofreal emergency occurs. This is one of the mosteffective technique to train, aware & alert people ina process plant location. A surprise Mock drill was conducted at site toanalyze the capacities of Plant, Equipmentoperating & employees skills towards Emergencypreparedness & response. We are conducting Emergency Mock drill oftenlyor once in a year in presence of externalAuthority i.e Director of Factories Telangana &higher management of HFL in compliance withISO 2000 – 2001.BOARD OF DIRECTORSShri J N Suryawanshi was appointed as a HOCLNominee Director of the Company with effect from03.09.2015 and ceased as a Nominee Director ofthe Company with effect from 03.08.2016.Shri. Dinesh Kumar was appointed as GoI NomineeDirector of the company with effect from 24.06.2016and ceased as a GoI Nominee Director of theCompany w.e.f 09.08.2017.Ms.Pushpa Trivedi was appointed as HOCLIndependent Director of the company with effectfrom 28.10.2016.Shri. Rajkishore Das was appointed as IndependentDirector of the company with effect from 13.02.2017.Shri.Dharmendra Kumar Madan was appointed asGoI Nominee Director of the company with effectfrom 09.08.2017IMPLMENTATION OF OFFCIAL LANGUAGEPOLICY:During the year under report, your Companycontinued to Promote Hindi as Official Languagein day to day working in line with the Governmentpolicies for its intensive and extensive efforts forprogressive use of the official language. OfficialLanguage Implementation Cell of the Companycontinued to function effectively.


10

received from time to time have been implementedto strengthen the vigilance machinery in thecompany.AUDITORS:The Statutory Audit of your Company wasconducted by K S Ramakrishna & Co, ChartedAccountants, who were appointed as StatutoryAuditors for the Financial year 2016-17 byComptroller and Auditor General of India (C &AG)as per Section 139(5) of the Companies Act, 2013,Auditors Report on the Accounts of the Companyfor the financial year ended 31st March, 2017 is atAnnexure- III.The comments of the Comptroller and AuditorGeneral of India u/s 143(6)(b) of the CompaniesAct, 2013 on the Accounts of the company for theyear 2016-17 has been annexed to the AnnualReport for the period 2016-17 and forms part of theAnnual Report.LEGAL COMPLAINCE:The Company has complied with all the legalprovisions effectively. Although it has filed twopetition to Company Law Board during the financialyear 2011-12 regarding condolation of delay in filingof satisfaction of charge documents of Life InsuranceCorporation of India, with the Registrar ofCompanies.INSURANCE:All properties and insurable interest of the companyincluding building, plant and machinery and goodsare adequately insured. As required under PublicLiability Insurance Act, 1991, the company hastaken necessary insurance cover.

TRADING AND DEMAT FACILITIES FORSHARES:The company shares are listed in Bombay StockExchange (BSE). Company got ISIN No.INE806J01013 and demat facilities with CentralDepository Services (India) Limited, (CDSL) andwith National Securities Depository Limited (NSDL)for the equity shares of the company.84.98%of the Share Capital of the Company hasbeen Dematerialize the shares, the Company hasbeen Dematerialized as on 31st March, 2017- totalaccounts Dematerialized is 1924 involving 16656150shares (which constitutes 84.98%of the sharecapital) .MANAGEMENT DISCUSSION AND ANALYSISREPORT:

ISO CERTIFICATION:Company’s quality management system isaccredited as an ISO 9001:2008.CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO:Information in accordance with the provisionsrequired to be disclosed under Section 134(3)(m)of the Companies Act, 2013 read with the Rule8(3) of the Companies (Accounts) Rules, 2014Regarding Conservation of energy, TechnologyAbsorption and Foreign Exchange Earning andoutgo are given at Annexure I, Form A to this Report.

RESEARCH & DEVELOPMENT:The company is continuously conducting theresearch & development to deliver goods throughinnovative development.a. Company has developed 7% carbon filled

grade with modified PTFE. Samples weresent to the party for evaluation.

b. Development of modified PTFE emulsiongrade in lab scale reactor.

c. Development of pigmented PTFE for specialtyapplications are given at Annexure I, Form Bto this report.

INDUSTRIAL RELATIONSEmployee relations continued to be cordialthroughout the year. Your Company has beenimplementing reservation policies of GOI for SCs/STs / OBCs / Persons with disabilities.Representatives of SCs / STs Categories areassociated in Recruitment of DepartmentalPromotion Committees. A statement showingrepresentation of employees belonging toScheduled Castes/ Scheduled Tribes/ Backwardclasses /Minorities categories is appended asAnnexure-II to this report.PARTICULARS OF EMPLOYEES:None of the employees of the company is drawingremuneration requiring disclosure pursuant to theprovisions of the Companies (Particulars ofEmployees) Rules, 1975.VIGILANCEWith the approval of the Ministry, an Officer of thecompany has been nominated as “Vigilance Officer”(Part time) from amongst the Officers of theCompany to take care of Vigilance functions.Vigilance activities have mainly been directed tocheck the lacunae in the existing systems andprocedures through periodic checks. Theinstructions of the Central Vigilance Commission

11

HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-2017In accordance with the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015,the Management discussion and analysis reportis annexed hereto in Annexure – IV and forms partof the Directors’ Report.RISK MANAGEMENTClause 7.3 of the DPE Guidelines on CorporateGovernance for CPSEs, The Risk Managementprocess includes Risk Identification, Riskassessment, Risk evaluation, categorization, Riskstreatment plan for mitigation of risks and escalation/reporting of risks to Board. some of the risks andconcerns, which we are facing as follows:- Energy intensive Technology and

uneconomical plant size.- Manpower cost is high.- Refurbishment of old plant- PTFE Prices are continuously reducingTo mitigate the above risks your company hastaken following action:Company has made continues efforts to reducethe energy consumption, old energy intensivereciprocating compressors are being replaced bynew efficient screw compressors in refrigeration unit.Continues efforts are being made to implementvarious energy conservation schemes.PTFE Margins are under pressure, henceemphasis is given on development of various gradesof PTFE, where in margins are more than virginPTFE.CORPORATE GOVERNANCEThe Company has complied with the variousrequirements of Corporate Governance. The detailsin this regard form part of this report in Annexure- V.SECRETARIAL AUDIT:Board has appointed M/s. Ahalada Rao.V &Associates, Company Secretaries as a SecretarialAuditor of the company for the financial year 2016-17.The explanations /comments made by the Boardrelating to the qualifications, reservations or adverseremarks made by the Auditors in their report arefurnished Annexure VI is attached to this report.There were no adverse comments, qualificationsor reservations or adverse remarks in the SecretarialAudit Report.ANNUAL RETURNThe extracts of Annual Return pursuant to theprovisions of Section 92 read with Rule 12 of theCompanies (Management and administration)

Rules, 2014 is furnished in Annexure VII and isattached to this Report.COMPLIANCE OF DPE GUIDELINES &POLICIES:The Guidelines & policies issued by the Departmentof Public Enterprises from time to time are beingcomplied with and implemented with the approvalof the Board of Directors/ Competent Authority.TRAINING OF BOARD OF DIRECTORS:The company furnishes set of documents andbooklets to the Directors on their joining the Board.This includes important data about the performanceof the Company, Memorandum & Articles ofAssociation, Corporate Governance guidelines,Delegation of powers, Product line brochures etc.A copy of the monograph on position, duties andliabilities of Directors is also circulated among theDirectors.CODE OF CONDUCT:In line with the requirements of SEBI (ListingObligations and Disclosure Requirements)Regulations 2015, the Board Members and SeniorManagement personnel have affirmed compliancewith the code of conduct for the financial year ended31st March, 2017.The Company has adopted “Code of Conduct andEthics” for the Directors and Senior Executives ofthe Company. The object is to conduct theCompany’s business ethically and withresponsibility, integrity, fairness, transparency andhonesty. The code is available on Company’swebsite www.hfl.co.in. All directors and seniormanagement personnel have complied compliancewith the Code of Conduct and ethics as on 31st

March, 2017.MISSION/ VISION:To position itself to be a niche player in theproduction of Fluorospeciality chemicals and filledgrades of PTFE.OBJECTIVES:1. To increase the capacity utilization from 96%

to 100% during the financial year 2017-18.2. To Endeavour to convert entire quantity of TFE

into various Fluoro Specialty Chemicals by2017-18.

SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES:The Company does not have any Subsidiary, Jointventure or Associate Company.


12

and errors, the accuracy and completenessof the accounting records and the timelypreparation of reliable financial information.

(f) The directors had devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.

ACKNOWLEDGEMENTSI place on record my appreciation and gratitude toall the employees and others who had extendedtheir support and co-operation during the year toachieve the targeted goals of the Company. Inparticular I am grateful to various officials of theGovt of india. especially from the Ministry ofChemicals & Fertilizers, Department of Chemicalsand Petrochemicals the Finance Ministry, Ministryof Environment, Forest and Climate Change, Govt.of India, Govt of Telangana, Promoter Company i.e.HOCL and Board Members. I would like to conveymy sincere appreciation to our valued customers,suppliers, Statutory Bodies, Investors, our bakersState Bank of Hyderabad, Statutory/Govt Auditorsetc for the continued support. In conclusion I amfully confident that with the continued support fromall of you my urge to place your Company in thepedestal of success will not be unrealistic.We on our part would continue our efforts to takeyour Company into the future by meeting thechallenges & grabbing the opportunities in ourendeavor in the path towards turnaround. We lookforward to your continued support in this ongoingprocess.In conclusion we are optimistic that the companywould attain significant profits in the near future.

For and on behalf of the Board of Directors


Sd/-(S B BHIDE)

Chairman

PLACE : MumbaiDATE : 14.08.2017

DEPOSITS:The Company has neither accepted nor renewedany deposits during the year under review.

SHARES:The Company has not bought back any of itssecurities during the year under review.The Company has not issued any Sweat EquityShares during the year under review.No Bonus Shares were issued during the year underreview.The Company has not provided any Stock OptionScheme to the employees.

DIRECTORS RESPONSIBILITY STATEMENT:In accordance with the provisions of Section 134(5)of the Companies Act, 2013 the Board herebysubmit its responsibility Statement:—(a) In the preparation of the annual accounts, the

applicable accounting standards had beenfollowed along with proper explanation relatingto material departures;

(b) The directors had selected such accountingpolicies and applied them consistently andmade judgments and estimates that arereasonable and prudent so as to give a trueand fair view of the state of affairs of thecompany at the end of the financial year andof the profit and loss of the company for thatperiod;

(c) The directors had taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with theprovisions of this Act for safeguarding theassets of the company and for preventing anddetecting fraud and other irregularities;

(d) The directors had prepared the annualaccounts on a going concern basis; and

(e) The directors, in the case of a listed company,had laid down internal financial controls to befollowed by the company and that suchinternal financial controls are adequate andwere operating effectively.- Not applicable toPrivate Limited Company.Internal financial control means the policiesand procedures adopted by the Company forensuring the orderly and efficient conduct ofits business including adherence toCompany’s policies, the safeguarding of itsassets, the prevention and detection of frauds

13


Annexure-I to Directors’ Report

ENERGY CONSERVATION MEASURES TAKEN:

The following Energy conservation measures were taken in the financial year 2016-17:

SI.No. PARTICULARS Investment made Savings Per Annum

1. Existing three methanol -40 Deg C Rs. 90 Lakhs Rs. 4.5 Lakhsrefrigeration systems will be replacedby (02 nos ) 30TR new energy efficientscrew compressors refrigeration system.

2. Replacement of existing cooling tower Rs. 3.70 Lacs Rs.6.0 Lakhswater circulation pumps with New Energyefficient cooling water pump.

3. Replacement of existing lighting system Rs. 0.5 Lacs Rs. 0.30 Lacswith LED lighting systems in phased manner.

FUTURE PLANS:

Future plans for energy conservation for the financial year 2017-18 is as follows:

SI No PARTICULARS Expected Expected SavingsInvestment Per Annum

1 Replacement of existing lighting Rs. 4.0 Lakh Rs. 2.0 Lakhsystem with LED lighting systems inphased manner.

2 Replacement of existing circulation pump Rs. 1.0 Lakh Rs. 1.7 Lakhat CFM plant chilled water system.


14

FORM A

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNIGS AND OUTGO:

CURRENT YEAR PREVIOUS YEAR

POWER AND FUEL CONSUMPTION

1. Electricitya) Purchased units 2668012 KWH 3604450 KWH

Total Amount Rs. 23630759.27 Rs. 25215288.99Rate/Unit Rs.8.86 Rs. 7.00

b) Own Generation

i) Through Diesel Generator 46100 KWH 33150 KWHUnits per Liter of Diesel Oil 2.81 KWH 2.57 KWHCost per unit Rs.19.09 Rs.20.69

ii) Through Steam Turbine - -Generator Units - -

2. Fuel

i) BriquetteQuantity 717.430 MT 930.84 MTTotal Amount Rs.3820667.05 Rs. 4975609.76Average rate per MT Rs.5325.149 Rs.5345.29

Technology Absorption Nil Nil

Foreign Exchange earnings Rs.0.00 Rs. 33.03 lacs

Foreign Exchange outgo Rs.4.04 lacs Rs. 74.20 lacs

15


FORM B

1. SPECIFIC AREAS IN WHICH R&D WORK CARRIED OUT BY THE COMPANYCompany has developed 7% carbon filled grade with modified PTFE. Samples were sent to theparty for evaluation.

2. BENEFIT DERIVED AS A RESULT OF THE ABOVE R&D:

At present this grade is being imported. If our sample is accepted, it will be an import substituteand generate additional income for the company.

3. FUTURE PLAN:

a. Development of modified PTFE emulsion grade in lab scale reactor.

b. Development of black pigmented PTFE for specialty applications.

Annexure-II to Directors’ Report

Consolidated report as on 31-03-2017 (SC/ST/OBC/WOMEN/MINORITY)

Group Total Strength SC ST OBC MINORITIES WOMEN

A 82 07 03 19 01 03

B 00 00 00 00 00 00

C 18 03 02 06 00 00

D 24 06 12 06 00 00

TOTAL 124 16 17 31 01 03


16

ANNEXURE III to the Directors’ ReportINDEPENDENT AUDITOR’S REPORTToThe Members ofHINDUSTAN FLUORO CARBONS LIMITED,Hyderabad.Report on the Financial StatementsWe have audited the accompanying financialstatements of HINDUSTAN FLUORO CARBONSLIMITED (“the Company”)which comprise theBalance Sheet as at March 31, 2017, the Statementof Profit and Loss, Cash Flow Statement for theyear then ended, and a summary of significantaccounting policies and other explanatoryinformation.Management’s Responsibility for theFinancial StatementsThe Company’s Board of Directors is responsiblefor the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect tothe preparation of these financial statements thatgive a true and fair view of the financial position,financial performance and cash flows of theCompany in accordance with the accountingprinciples generally accepted in India, including theAccounting Standards specified under Section 133of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility alsoincludes maintenance of adequate accountingrecords in accordance with the provisions of theAct for safeguarding the assets of the Companyand for preventing and detecting frauds and otherirregularities; selection and application ofappropriate accounting policies; making judgmentsand estimates that are reasonable and prudent;and design, implementation and maintenance ofadequate internal financial controls, that wereoperating effectively for ensuring the accuracy andcompleteness of the accounting records, relevantto the preparation and presentation of the financialstatements that give a true and fair view and arefree from material misstatement, whether due tofraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on thesefinancial statements based on our audit.We have taken into account the provisions of theAct, the accounting and auditing standards and

matters which are required to be included in theaudit report under the provisions of the Act and theRules made there under.We conducted our audit in accordance with theStandards on Auditing specified under Section143(10) of the Act. Those Standards require thatwe comply with ethical requirements and plan andperform the audit to obtain reasonable assuranceabout whether the financial statements are freefrom material misstatement.An audit involves performing procedures to obtainaudit evidence about the amounts and thedisclosures in the financial statements. Theprocedures selected depend on the auditor’sjudgment, including the assessment of the risksof material misstatement of the financialstatements, whether due to fraud or error. In makingthose risk assessments, the auditor considersinternal financial control relevant to the Company’spreparation of the financial statements that givea true and fair view in order to design auditprocedures that are appropriate in thecircumstances, but not for the purpose ofexpressing an opinion on whether the Companyhas in place an adequate internal financial controlssystem over financial reporting and the operatingeffectiveness of such controls. An audit alsoincludes evaluating the appropriateness of theaccounting policies used and the reasonablenessof the accounting estimates made by theCompany’s Directors, as well as evaluating theoverall presentation of the financial statements.We believe that the audit evidence we haveobtained is sufficient and appropriate to provide abasis for our audit opinion on the financialstatements.OpinionIn our opinion and to the best of our informationand according to the explanations given to us, theaforesaid financial statements give the informationrequired by the Act in the manner so required andgive a true and fair view in conformity with theaccounting principles generally accepted in India,of the state of affairs of the Company as at March31, 2017, and its Loss and its Cash Flow for theyear ended on that date.Report on Other Legal & Regulatory Requirements1. As required by the Companies (Auditor’s

Report) Order, 2016 (“the Order”), as

17

HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-2017amended, issued by the Central Governmentof India in terms of sub-section (11) of section143 of the Act, we give in the “Annexure A”a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, wereport that:

a. we have sought and obtained all theinformation and explanations which to the bestof our knowledge and belief were necessaryfor the purpose of our audit;

b. in our opinion proper books of account asrequired by law have been kept by theCompany so far as it appears from ourexamination of those books;

c. the Balance Sheet, the Statement of Profitand Loss and the Cash Flow Statement dealtwith by this Report are in agreement with thebooks of account.

d. in our opinion, the aforesaid financialstatements comply with the AccountingStandards specified under section 133 of theAct, read with Rule 7 of the Companies(Accounts) Rules,2014.

e. On the basis of written representationsreceived from the directors as on March 31,2017 taken on record by the Board ofDirectors, none of the directors is disqualifiedas on March 31, 2017 from being appointedas a director in terms of Section 164 (2) ofthe Act.

f. With respect to the adequacy of the internalfinancial controls over financial reporting ofthe Company and the operating effectivenessof such controls, refer to our separate Reportin “Annexure B”.

g. With respect to the other matters to beincluded in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit andAuditors) Rules, 2014, in our opinion and tothe best of our information and according tothe explanations given to us:i. The Company has disclosed the impact

of pending litigations as onMarch31,2017 on its financial positionin its financial statements;

ii. The Company has made provision, asrequired under the applicable law or

accounting standards, for materialforeseeable losses, if any, on long-termcontracts. The company neither enteredinto any derivative contract during theyear nor have any outstanding derivativecontract at the end of the year;

iii. There were no amounts which wererequired to be transferred to the InvestorEducation and Protection fund by thecompany.

iv. The Company has provided requisitedisclosures in the financial statementsas to holdings as well as dealings inSpecified Bank Notes during the periodfrom 8th November, 2016 to 30th

December, 2016. Based on auditprocedures and relying on themanagement representation we reportthat the disclosures are in accordancewith books of account maintained by theCompany and as produced to us by theManagement – Refer Note [33];

h. As required under Seciton 143(5) of theCompanies Act, we report that:i. As per the information, explanations and

records produced for our verification,company has ‘clear title’ for freehold landexisting as on balance sheet date.Further Company has not taken any landon lease.

ii. During the period of the audit, there areno cases of waiver / write off of debt /loans / interest etc.

iii. As per the information, explanations andrecords produced for our verification,there are no inventories lying with thethird parties at the close of the year.Further no assets have been receivedas gift from the government and otherauthorities.

For K.S.Ramakrishna & Co.,Chartered Accountants

Firm Regn. No: 002888SPlace: HyderabadDate: 15th May’ 17

K. Rama RaoPartner

M.No:206039


18

5) The Company has not accepted any depositsfrom the public and hence the directivesissued by the Reserve Bank of India and theprovisions of Sections 73 to 76 or any otherrelevant provisions of the Act and theCompanies (Acceptance of Deposit) Rules,2015 with regard to the deposits acceptedfrom the public are not applicable.

6) We have broadly reviewed the books ofaccounts maintained by the companypursuant to the rules made by the centralgovernment of India, the maintenance of costRecords specified under sub-section (1) ofsection 148 of the Act, and are of the opinionthat, prima facie, the prescribed accounts andrecords have been made and maintained. Wehave not, however, made a detailedexamination of the records with a view todetermine whether they are accurate orcomplete.

7) (a) According to information andexplanations given to us and on thebasis of our examination of the booksof account, and records, the Companyhas been generally regular in depositingundisputed statutory dues includingEmployees State Insurance, Income-Tax, Sales tax, Service Tax, Duty ofCustoms, Duty of Excise, Value addedTax, Cess and any other statutory dueswith the appropriate authorities. However,company contribution to provident fundand employee’s contribution to Providentfund amounting to Rs.348.28Lakhs (Pr.year Rs.329.38 Lakhs) is not paid bythe company up to the year 2016-17.

b) According to the information andexplanation given to us, there are nodues of income tax, sales tax, servicetax, duty of customs, duty of excise,value added tax outstanding on accountof any dispute as on 31th March 2017 fora period more than six months from thedate they become payable exceptCompany and Employees contribution

“ANNEXURE A” TO THEINDEPENDENT AUDITOR’S REPORT

Referred to in paragraph 1 under the heading ‘Reporton Other Legal &Regulatory Requirement’ of ourreport of even date to the financial statements ofthe Company for the year ended March 31,2017:

1) (a) The Company has maintained properrecords showing full particulars,including quantitative details andsituation of fixed assets;

(b) The Fixed Assets have been physicallyverified by the management during theyear and no material discrepanciesbetween the books records and thephysical fixed assets have been noticed.There is regular program of verificationwhich, in our opinion, is reasonablehaving regard to the size of the companyand the nature of its assets.

(c) The title deeds of immovable propertiesare held in the name of the company.

2) (a) The management has conducted thephysical verification of inventory atreasonable intervals.

(b) The discrepancies noticed on physicalverification of the inventory as comparedto books records which has beenproperly dealt with in the books ofaccount were not material.

3) The Company has not granted any loans,secured or unsecured to companies, firms,Limited Liability partnerships or other partiescovered in the Register maintained undersection 189 of the Act. Accordingly, theprovisions of clause 3 (iii) (a) to (c.) of theOrder are not applicable to the Company andhence not commented upon.

4) In our opinion and according to the informationand explanations given to us, the companyhas not entered into any transactionsregarding the provisions of section 185 andI86 of the Companies Act, 2013 In respect ofloans, investments, guarantees, and security.

19

HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-2017to Provident fund for the period frommarch 2016 of amounting to Rs.243.49Lakhs (Pr. Year Rs.214.15 Lakhs)

8) In our opinion and according to the informationand explanations given to us, the Companyhas defaulted in repayment of dues toGovernment of India. Ministry of Chemical &Fertilizers (Department of Chemicals andPetro Chemicals). Company has not paidGovernment Plan Loan (two installments)amount of Rs.572 Lakhs and interest payablebeing Rs.328.11in the current financial year.

9) Based upon the audit procedures performedand the information and explanations givenby the management, the company has notraised moneys by way of initial public offer orfurther public offer including debt instrumentsand term Loans during the current year..

10) Based upon the audit procedures performedand the information and explanations givenby the management, we report that no fraudby the Company or on the company by itsofficers or employees has been noticed orreported during the year.

11) Based upon the audit procedures performedand the information and explanations givenby the management, the managerialremuneration has been paid or provided inaccordance with the requisite approvalsmandated by the provisions of section 197read with Schedule V to the Companies Act;

12) In our opinion, the Company is not a NidhiCompany. Therefore, the provisions of clause3 (xii) of the Order are not applicable to theCompany.

13) In our opinion, company has not entered intoany transactions with the related parties undersection 187 and 188 of Companies Act, 2013.Therefore, the provisions of clause 3(xiii) ofthe Order are not applicable to the company.

14) Based upon the audit procedures performedand the information and explanations givenby the management, the company has notmade any preferential allotment or privateplacement of shares or fully or partlyconvertible debentures during the year underreview. Accordingly, the provisions of clause3 (xiv) of the Order are not applicable to theCompany and hence not commented upon.

15) Based upon the audit procedures performedand the information and explanations givenby the management, the company has notentered into any non-cash transactions withdirectors or persons connected with him.Accordingly, the provisions of clause 3 (xv) ofthe Order are not applicable to the Companyand hence not commented upon.

16) In our opinion, the company is not required tobe registered under section 45 IA of theReserve Bank of India Act, 1934 andaccordingly, the provisions of clause 3 (xvi) ofthe Order are not applicable to the Companyand hence not commented upon.


Firm Regn. No: 002888SPlace: HyderabadDate: 15th May’ 17

K. Rama RaoPartner

M.No:206039


20

“Annexure B” to the IndependentAuditor’s Report of even date on theStandalone Financial Statements ofHINDUSTAN FLUORO CARBONSLIMITED

Report on the Internal Financial Controlsunder Clause (i) of Sub-section 3 of Section143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls overfinancial reporting of HINDUSTAN FLUOROCARBONS LIMITED (“the Company”) as of March31, 2017 in conjunction with our audit of thestandalone financial statements of the Companyfor the year ended on that date.

Management’s Responsibility for InternalFinancial Controls

The Company’s management is responsible forestablishing and maintaining internal financialcontrols based on “the essential components ofinternal control stated in the Guidance Note on Auditof Internal Financial Controls Over FinancialReporting issued by the Institute of CharteredAccountants of India” These responsibilities includethe design, implementation and maintenance ofadequate internal financial controls that wereoperating effectively for ensuring the orderly andefficient conduct of its business, includingadherence to company’s policies, the safeguardingof its assets, the prevention and detection of fraudsand errors, the accuracy and completeness of theaccounting records, and the timely preparation ofreliable financial information, as required under theCompanies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on theCompany’s internal financial controls over financialreporting based on our audit. We conducted ouraudit in accordance with the Guidance Note onAudit of Internal Financial Controls Over FinancialReporting (the “Guidance Note”) and the Standardson Auditing, issued by ICAI and deemed to beprescribed under section 143(10) of the Companies

Act, 2013, to the extent applicable to an audit ofinternal financial controls, both applicable to an auditof Internal Financial Controls and, both issued bythe Institute of Chartered Accountants of India.Those Standards and the Guidance Note requirethat we comply with ethical requirements and planand perform the audit to obtain reasonableassurance about whether adequate internalfinancial controls over financial reporting wasestablished and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtainaudit evidence about the adequacy of the internalfinancial controls system over financial reportingand their operating effectiveness. Our audit ofinternal financial controls over financial reportingincluded obtaining an understanding of internalfinancial controls over financial reporting, assessingthe risk that a material weakness exists, and testingand evaluating the design and operatingeffectiveness of internal control based on theassessed risk. The procedures selected dependon the auditor’s judgment, including theassessment of the risks of material misstatementof the financial statements, whether due to fraudor error.

We believe that the audit evidence we haveobtained is sufficient and appropriate to provide abasis for our audit opinion on the Company’sinternal financial controls system over financialreporting.

Meaning of Internal Financial Controls OverFinancial Reporting

A company’s internal financial control over financialreporting is a process designed to providereasonable assurance regarding the reliability offinancial reporting and the preparation of financialstatements for external purposes in accordancewith generally accepted accounting principles. Acompany’s internal financial control over financialreporting includes those policies and proceduresthat

(1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect

21


the transactions and dispositions of the assetsof the company;

(2) provide reasonable assurance thattransactions are recorded as necessary topermit preparation of financial statements inaccordance with generally acceptedaccounting principles, and that receipts andexpenditures of the company are being madeonly in accordance with authorizations ofmanagement and directors of the company;and

(3) provide reasonable assurance regardingprevention or timely detection of unauthorizedacquisition, use, or disposition of thecompany’s assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal FinancialControls Over Financial Reporting

Because of the inherent limitations of internalfinancial controls over financial reporting, includingthe possibility of collusion or improper managementoverride of controls, material misstatements dueto error or fraud may occur and not be detected.Also, projections of any evaluation of the internalfinancial controls over financial reporting to future

periods are subject to the risk that the internalfinancial control over financial reporting maybecome inadequate because of changes inconditions, or that the degree of compliance withthe policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all materialrespects, an adequate internal financial controlssystem over financial reporting and such internalfinancial controls over financial reporting wereoperating effectively as at March 31, 2017,based on the essential components of internalcontrol stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountantsof India”.


Firm Regn. No: 002888S

Place: HyderabadDate: 15th May’ 17

K. Rama RaoPartner

M.No:206039


22

Annexure-IV to Directors’ Report

MANAGEMENT DISCUSSION AND ANALYSISREPORT

The Financial year of the company consists of 12months ended as on 31st March, 2017.

INDUSTRY STRUCTURE & FUTURE OUTLOOK:

Company is continuously focusing on developmentof Fluoro Specialty Chemicals (FSC), where inmargin is more than the existing grades of thePTFE.

KEY OPPORTUNITIES:

Development of filled grades of PTFE and FluoroSpeciality Chemicals.

KEY THREATS INCLUDE:Raw material cost, especially Chloroform is inincreasing trend.

SEGMENT WISE PERFORMANCE:

The company is primarily having one segment i.e.,PTFE

Production Year ended Year ended (MT) 31/03/2017 31/03/2016

PTFE 41 41

OUTLOOK & INITIATIVE FOR CURRENT YEAR

Virgin grades of PTFE are not competitive becauseof higher input cost and cheap imports from China.Therefore company is focusing on Development ofFluoro Specialty Chemicals (FSC) and various filledgrades has margins are better in these productsthan virgin Grades of PTFE.

In addition to this, company is taking all efforts toreduce the energy cost of specific consumption ofRaw materials.

INTERNAL CONTROL SYSTEM AND ADEQUANCYInternal controls are supported by Internal Auditand Management reviews. Company ensuresexistence of adequate internal control throughdocumented policy and procedures to be followedby the executives at various levels.

As part of good Corporate Governance the AuditCommittee constituted by the Board periodicallyreviews the internal controls, Audit programmes,Financial Results, Recommendations of theAuditors and Management replies to the Auditorsqualifications, etc

REVIEW OF FINANCIAL PERFORMANCEThe financial statements have been prepared inaccordance with the requirements of theCompanies Act, 2013 and generally acceptedaccounting principles.

The financial performance highlights are as follows:

The sales turnover was Rs,3383.51 lacs againstRs.3527.38 lacs for the previous year and operatingloss for the year Rs.488.55 lacs as againstoperating loss Rs.1111.39 lacs for the previous year.

CAUTIONARY STATEMENT:Statement in this Management DiscussionAnalysis describing the Company’s objectives,Projections, estimates and expectations may beforward looking statements within the meaning ofapplicable laws and regulations.

23


(Annexure V to Director’s report)

CORPORATE GOVERNANCE REPORT AS ON 31.03.2017

1. The Directors present the Company’s Report on Corporate Governance:

As per the Code of Governance propounded by the Government, Corporate Governance involves aset of relationships between a Company’s management, its Board, its shareholders and otherstakeholders. Corporate Governance provides a principled process and structure through whichthe objectives of the Company, the means of attaining the objectives and systems of monitoringperformance are also set. The Management believes that strong and sound corporate governanceis an important instrument of protection of stake holders, through transparency, professionalism,accountability and adequate disclosures. The company continuously endeavors to improve onthese aspects on an ongoing basis.

The key to good Corporate Governance is well functioning Board of Directors. Board is responsibleto shareholders for performance of the Company. Company cannot prosper without the trust andsupport of its shareholders.

Given below is the Report of Directors on Corporate Governance in accordance with the provisionsof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

2. BOARD OF DIRECTORS:

The Board of Directors overseas all major actions proposed to be taken by the Company. TheBoard also reviews and approves the strategic and business plans including monitoring corporateperformance.

a) Composition of the Board:

In accordance with the provisions of the Articles of Association of the Company (as amended fromtime to time) the number of Directors of the Company shall neither be less than three and morethan twelve. The Directors shall not require to hold any qualification shares.

As on 31st March, 2017, that Board of Directors must be an optimum combination of executive andnon-executive directors representing the different fields. The strength of Board of Directors as on31.03.2017 is five. The Board comprises of one Executive Director, two Non Executive directorsnominated by HOCL of which one Director is Chairman of the Board and other is Independentwomen Director and Two Director appointed by GoI, One is GoI Nominee and other is IndependentDirector,


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SlNo Directors/Shri/Ms. Category of Date of Date of No.of Member- ChairmanDirector appointment Ceasure Other Ship in Ship in

(ED,NED, Director- other Board andNEID,SD) ships Board Other Board

Committees Committees1 S B Bhide Chairman, 08.03.2016 - 2 3 5

HOCLNominee,

NED2 T S Gaikwad MD,ED 01.01.2008 - 0 1 03 Sanjeeva Narayan BIFR 04.02.2015 30.11.2016 - - -

NomineeSD

4 J N Suryawanshi HOCL 03.09.2015 03.08.2016 - - -Nominee

NED5 Dinesh Kumar Govt 26.04.2016 - 1 3 0

Nominee,NED

6 Pushpa Trivedi HOCL 28.10.2016 - 1 3 1Nominee

NEID7 Rajkishore Das Independent 13.02.2017 0 0 2

DirectorID

ED: Executive Director, NED: Non-Executive Director,NEID: Non-Executive Independent Director, SD: Special Director, ID: Independent Director

The non-executive independent Directors are independent of management and free from any business orother relationship that could materially influence their judgment. All the independent directors satisfy thecriteria of independence as defined under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with Indian Stock Exchanges’ Corporate Governance standards.

CHANGES IN THE BOARD OF DIRECTORS:

Shri J N Suryawanshi was appointed as a HOCL Nominee Director of the Company with effect from03.09.2015 and ceased as a Nominee Director of the Company with effect from 03.08.2016.

Shri. Dinesh Kumar was appointed as GoI Nominee Director of the company with effect from 24.06.2016and ceased as a GoI Nominee Director of the Company w.e.f 09.08.2017.

Ms.Pushpa Trivedi was appointed as HOCL Independent Director of the company with effect from28.10.2016.

Shri. Rajkishore Das was appointed as Independent Director of the company with effect from 13.02.2017.

Shri.Dharmendra Kumar Madan was appointed as GoI Nominee Director of the company with effect from09.08.2017

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a) PROFILE OF DIRECTOR

1. Shri. J N Suryawanshi, : (From 03.09.2015 up to 03.08.2016)

Qualification: B.S.C, Master in Management Studies (MMS)

Business/Occupation: Director (Mktg) of HOCL

Experience: He underwent two months business Management Course organized by JICA, JapanGovernment, TOKYO under colombo Plan in Oct - November, 1989 and he carries with him richexperience of over 35 years in Marketing

2. Shri. Dinesh Kumar ( From 24.06.2016 to 09.08.2017)

Qualification: M.A in Public Policy & Management, M. A. (Statistics), B. A. (Statistics), H.S(Science).

Business/Occupation: Director of Department of Chemicals and Petrochemicals, Ministry ofChemicals and Fertilizers.

Experience:

i) Joined the Min. of Statistics & Programme Implementation as a Probationer of Indian StatisticalService (ISS) (from 01.12.1998 to 01.09.2000).

ii) Worked as Assistant Director in the National Sample Survey Organization, Min. of Statistics& Programme Implementation after successfully completing the Probation (from 01.09.2000to 29.09.2003).

iii) Worked as Deputy Director in the Directorate General of Civil Aviation, Min. of Civil Aviation(from 29.09.2003 to 30.06.2008).

iv) Worked as Joint Director in Central Statistical Organization, Min. of Statistics & ProgrammeImplementation (from 30.06.08 to 05.01.2010).

v) Worked as Deputy Secretary in the Union Public Service Commission (from 05.01.2010 toJuly 2012.)

vi) Worked as Joint Secretary in the Union Public Service Commission (from July 2012 toFebruary, 2015)

3. Ms.Pushpa Trivedi ( From 28.10.2016)

Qualification: PHD in Economics

Business/Occupation: Professor of economics, IIT Bombay

Experience:

1. Engaged in Teaching and Research since 1977.

2. Working as a faculty in IIT Bombay (since February, 1991 to date)

3. Invited to occupy the post of Director, Centre for Multi-Disciplinary Development Research(CMDR), Dharwad, an ICSSR institution under the purview of MHRD and Government ofKarnataka (July 10, 2012 to Jan 9, 2014).

4. Director on the Board of Governors of OTC Exchange of India during 07-07-2005 to 05-09-2007.

5. Member of the IIT Bombay team that was honoured by the former Hon. Prime Minister,Government of India, Shri A.B. Vajpayee. The award was given for the draft on manufacturingpolicy titled ”Made in My India”. The team was also invited to present their policy draft by: The


26

Bombay Chamber of Commerce and Industry-Mumbai, on July 10, 2003 and IIT-BombayAlumni Association, at the Institute of Engineers, Haji Ali, Mumbai, on 29th Nov 2003.

6. Visiting Research Fellowship, Institute of Developing Economy-JETRO, Japan, January 2002-July, 2002.

7. Ford Foundation Post-Doctoral Fellowship, International Finance Section, Department ofEconomics, Princeton University, USA, September 1993 to August 1994.

4. Shri. Rajkishore Das (From 13.02.2017)

Qualification: Graduation

Experience: Social service

5. Shri.Dharmendra Kumar Madan (From 09.08.2017)Qualification: B.E. in Electrical, Electronics & Communication & PG Diploma in FinanceManagement.

Business/Occupation: Director of Department of Chemicals and Petrochemicals, Ministry ofChemicals and Fertilizers.

Experience:

1. More than 22 Years worked for Ordnance Factory Board under Department ofDefence Production, Ministry of Defence, Govt. of India, having annual turnover of around 15000Crs.

2. Worked at different capacity at management level in ordnance factories located at Medak(A.P.), Kanpur(U.P.) & Jabalpur (M.P.)

3. Worked in the domain of Production Planning & Materials Planning, Investment Planning,Project Management, and Maintenance Management in various Manufacturing Units.

a) RESPONSIBILITIES:

The Board has a formal schedule of matters reserved for its consideration and decision whichincludes review of corporate performance, financial resources, strategy formulation, policy andcontrol, organizational structure and reporting to shareholders. The combined wisdom and experienceof the Board has brought a wide range of skills and professionalism to the functioning of theorganization.

b) ROLE OF INDEPENDENT DIRECTORS:

The independent directors including the nominee directors play an important role in the deliberationsat the Board Meetings and bring to the Company their wide-ranging experience in the fields offinance, audit, marketing, technical, engineering and public policy. All independent directors weremembers of the Audit Committee.

c) BOARD MEETINGS:

The meetings of the Board of Directors are generally scheduled well in advance and are generallyheld either at Hyderabad where Regd. Office of the company is located or at Holding Company,HOCL Registered Office, Raigad or Guest House at Mumbai. The members of the Board haveaccess to all information of the company and are free to recommend inclusion of any matter in theagenda for discussion. Senior management personnel are invited to attend the board meeting forclarifications as and when required.

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During the year under review, Board Meetings were held on 09.05.2016, 08.08.2016, 09.09.2016,11.11.2016, 10.02.2017 and 27.02.2017.

The attendance of the Directors at Board Meeting is as follows:

Sl.No. Directors Board Board AttendanceMeetings Meetings at the

Held Attended Last AGM

1 Shri. S B Bhide, Chairman 06 05 YES

2 Shri. T S Gaikwad, Managing Director 06 06 YES

3 Shri.Sanjeeva Narayan, 04 00 NOBIFR Special Director

4 Shri.Dinesh Kumar, 05 04 NOGoI Nominee Director

5 Shri. J N Suryawanshi 01 01 NA

6 Ms.Pushpa Trivedi 03 02 NA

7 Shri. Rajkishore Das 01 01 NA

3. COMMITTEES OF THE BOARD

To enable better and more focused attention on the efforts of the company, the Board delegatesparticular matters to the Committees of the Board set up for the purpose with adequate delegationsof powers and to discharge urgent business of the company. These Committees are (a) AuditCommittee (b) Share Transfer and Shareholders/Investors’ Grievance Committee (c) CSR & SDCommittee (d) Nomination and Remuneration Committee.

The details of the Audit Committee, Share Transfer/Shareholder’s /Investor’s Grievance Committee,CSR & SD Committee and Nomination & Remuneration Committee.

a. AUDIT COMMITTEE OF THE DIRECTORS:(i) Terms of Reference:

Apart from all the matters provided in Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 177 of the Companies Act, 2013 the Committeereviews reports of the Internal Auditors, meets internal Auditors periodically and discusses theirfindings, suggestions, internal control systems, compliance with the accounting standard, scopeof audit, observations of the Auditors and other related matters. The committee also reviews themajor accounting policies followed by the company. The committee invites senior executives as itconsiders appropriate at its meetings. MD and Chairman of HFL Board and Head of Internal Audit(on invitation) attend the meetings of Audit Committee as special invitees.

The representatives of the Statutory Auditors are also invited to attend the meetings.

(ii) Composition:

The Committee as on 31st March, 2017 comprised of three non Executive Directors. The Committeemet four times during the year 2016-17 i.e., 19.05.2016, 08.08.2016, 11.11.2016 and 27.02.2017.

The Audit Committee was reconstituted at the Board Meeting held on 14.08.2017 comprisingof Shri. Rajkishore Das, Independent Director as a Chairman of the Committee, Ms.Pushpa


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Name of the Member Status No. of No. ofMeetings held Meetings attended

1. Shri J N Suryawanshi Member 01 01(up to 03.08.2016)

2. Shri.Sanjeeva Narayana Member 03 00(up to 30.11.2016)

3. Shri. S B Bhide Member 02 02(w.e.f.19.05.2016 up to 08.08.2016)

4. Shri.Dinesh Kumar (w.e.f.08.08.2016 ) Member 03 035. Ms.Pushpa Trivedi

(w.e.f.11.11.2016 up to 26.02.2017 ) Chairman 01 01(w.e.f.27.02.2017) Member 01 00

6. Shri.Rajkishore Das (w.e.f.27.02.2017) Chairman 01 01

b. SHARE TRANSFER AND SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE:

As required under the Companies Act, 2013, the company already has a Share Transfer and ShareHolders/Investor’s Grievance Committee was reconstituted at the Board Meeting held on 08.08.2016comprising of Shri.S B Bhide, Chairman as Chairman of the Committee and Shri.T S Gaikwad,Managing Director as a Member of the Committee. The quorum of the Committee is two.

SHARE TRANSFER SYSTEM:

The company has a Share Transfer Committee which is authorized to transfer securities as and whenthey are received both under physical and electronic mode. Further for dematerlisation of shares Companyshares can be dematerialized with CDSL and NSDL under ISIN No.INE 806J01013.

The share transfer committee meets regularly and approves all matters related to shares vis-à-vis transfers,deletions, transmissions, dematerialization and re-materialization of shares. There were no pendingcomplaints and requests for demat. This committee is vested with requisite powers and authorities tospecifically look into the redressal of grievances of shareholders and investors.

The letters received from the investors were attended/resolved to the satisfaction of investors. Thetransfers of shares were affected within the stipulated time.

The Committee met 11 times and the details are as under: 26.04.2016, 08.08.2016, 09.09.2016,29.09.2016, 31.10.2016, 19.12.2016, 29.12.2016, 12.01.2017, 27.02.2017, 10.03.2017 and 27.03.2017.

Summarized information on complaints received and resolved during 1st April, 2016 to 31st March, 2017:

Sl. No. Nature of Complaint Received Redressed Pending as on31.03.2017

1. Non-receipt of Dividend NIL NIL NIL

2. Non-receipt of shares lodged for transfer NIL NIL NIL

3. Others (N/R of Annual Report, etc). NIL NIL NIL

Please note that the grievances, if any, have been redressed within 30 days of the receipt thereof.

Trivedi, HOCL Nominee Independent Director as a Member of the Committee andShri.Dharmendra Kumar Madan, Govt Nominee Director as a Member of the Committee.

(iii) The attendance of the members at the meetings of the financial year 2016-17 was as follows:

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HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-2017c. CSR & SD COMMITTEE:

Terms of Reference:

The terms of reference of the Board Committee on Corporate Social Responsibility and SustainabilityDevelopment for recommending the CSR & SD expenditure, CSR &SD Activities and their plans andMonitoring system.

Composition:

The Committee was Re-constituted at the Board Meeting held on 14.08.2017 comprising of Ms.PushpaTrivedi, HOCL Nominee Independent Director of the Company as a Chairman of the Committee andShri.Dharmendra Kumar Madan, Govt Nominee Director of the Company and Shri.S B Bhide, Chairmanof the Company as Members of the Committee.

d. NOMINATION AND REMUNERATION COMMITTEE:

Terms of Reference:

1. Relationship of remuneration to performance is clear and meets appropriate performancebenchmarks; and

2. Remuneration to key managerial personnel and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals:

Composition:

The Committee was constituted at the Board Meeting held on 14.08.2017 comprising of Shri.Raj KishoreDas, Independent Director of the Company as a Chairman and Shri. S B Bhide, Chairman of the Company,Shri.Dharmendra Kumar Madan, Govt Nominee Director of the Company, Ms.Pushpa Trivedi, HOCLNominee Independent Director of the Company as Members of the Committee.

DETAILS OF REMUNERATION PAID TO THE DIRECTORS FOR THE YEAR 2016-2017: Amount (Rs.lacs)

Name Salary including perks Arrears Retirement benefits Total& encashment of leaves

T S Gaikwad 13.98 0 0 13.98

The Executive Directors have been appointed by the President of India for a period of 5 years or tillattaining the age of superannuation, whichever is earlier. The appointment may be terminated even duringthis period either side on three months notice or on payment of three months salary in lieu thereof.

The company has not given any stock options.

i. Non-executive Directors: The Company does not pay any remuneration to non-executive Directorsfor attending the meetings of the Board of Directors thereof. The company pays Sitting Fees ofRs.5000/- per meeting per Non Executive Director for attending each meeting of the Board ofDirectors and also Rs.5000/- for attending each meeting of Committee of the Directors. The detailsof sitting fees paid during the year 2016-17 are as follows:

Sl No. Name of the Director Sitting fees Amount (Rs.) 1 Ms. Pushpa Trivedi Rs.15000.00

2 Shri Rajkishore Das Rs.10000.00

Non Executive Directors does not hold any shares in the Company.


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4. ANNUAL GENERAL MEETINGSThe last three Annual General Meetings of the company were held as under:

Particulars FY-2013-2014 FY-2014-2015 FY-2015-16

Date 19.09.2014 25.09.2015 26.09.2016Time 3.00 P.M. 3.00 P.M. 3.00 P.M.Venue Press Club Press Club Press Club

Deshodharaka Bhavan Deshodharaka Bhavan Deshodharaka BhavanBasherbagh, Basherbagh, Basherbagh,Hyderabad-500 001 Hyderabad-500 001 Hyderabad-500 001

No special resolutions were passed in 31st and 33rd AGM. Two special resolutions were passed in the32nd AGM to alter the situation clause of the Memorandum of Association from Andhra Pradesh toTelangana State and pursuant to Section 180 (1)(a) of the Companies Act, 2013 to use the unused /vacant land for lease or lending.

No special resolutions were passed through postal ballot at the last Annual General Meeting (AGM).

5. DISCLOSURES:

i. There was no materially significant related party transaction with its Directors/or the managementof Subsidiary or relatives that may have potential conflict with the interests of Company of large.

ii. There was no case of Non-compliance by the Company of Statutory Provisions of the CompaniesAct, 2013 or SEBI regulation or any other Statutory Authority. Further, these authorities have neverpassed any structure of imposed any penalties on the Company on any matter related to capitalmarkets during the last three years.

iii. Whistle Blower policy: Your company has instituted procedures for the receipt, retentions anddealing with complaints. Nonetheless no personnel have been denied access to the Audit Committee.

iv. Details of compliance with mandatory requirements and adoption of the non mandatory requirementsof this clause are provided in this report.

6. MEANS OF COMMUNICATION:

The Board Meeting, General Meeting and postal ballot Notices, quarterly audited/unaudited FinicalResults, General Meeting and Postal Ballot results are published in the financial express (English)and Andhra Prabha (Telugu) Daily News Papers.

Results are also posted on Company’s website: www.hfl.co.in. The Company’s website also containsa dedicated section on ‘Investors’ where shareholders information is available viz. Annual Reports,Financial Details and Shareholders Meeting Results etc.

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7. GENERAL SHAREHOLDER INFORMATION:

Compliance Officer:

Mrs.Rajani.K, Company Secretary of the Company is the Compliance Officer of the Company underRegulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Registered Office 303, Babukhan Estate, Basheerbagh, Hyderabad – 500 001.

Annual General Meeting Date & Time : 25th September, 2017 at 3.00 p.mVenue : at Press Club, Deshodharaka Bhavan,

Bashirbagh, Hyderabad-500 001.

Tentative Financial Calendar 1st unaudited Quarter Results on or before14th August of the year.2nd unaudited Quarter Results on or before14th November of the year.3rd unaudited Quarter Results on or before14th February of the following year.4th unaudited Quarter Results on or before 15th May of thefollowing year / or Annual Audited Results on or before 30th

May of the following year.

Date of book closure (For the purpose of Annual General Meeting)19.09.2017 to 25.09.2017 (both days inclusive)

Dividend payment date (tentative) N.A

Listing on Stock Exchanges The shares of the Company are listed on-The Stock Exchange, MumbaiStock Code at BSE: 524013

Registrar & Transfer Agents M/s. Karvy Computershare Private LimitedKarvy Selenium, Tower B, Plot 31-32, Gachibowli,Financial District, Nanakramguda,HYDERABAD- 500 032Tel: +9140-67161541, 67161505,Fax : +9140-23420814e-mail: [email protected]


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MARKET PRICE DATA

Scrip Code: 524013 Scrip Id: HINFLUR

The high/low prices of Equity shares traded month wise as available at BSE site are stated hereunder.(All Rupees)

Month Open Price High Price Low Price Close Price

Apr-16 5.96 6.20 5.70 5.98

May-16 6.27 7.11 4.94 7.11

Jun-16 7.46 9.08 7.19 8.90

Jul-16 9.30 10.00 8.14 9.07

Aug-16 9.10 9.35 7.04 7.81

Sep-16 8.13 10.75 8.13 8.55

Oct-16 8.97 11.11 8.45 11.11

Nov-16 11.66 14.44 11.66 14.00

Dec-16 13.60 14.50 10.50 13.33

Jan-17 13.89 16.99 13.05 14.79

Feb-17 14.06 17.92 13.36 17.00

Mar-17 17.00 18.05 14.45 17.10

DISTRIBUTION OF SHAREHOLDING

The Distribution of holdings as on 31st March, 2017 was as follows:

Description Holders(s) Holdings(s)Folios % Shares %

Less than 500 13911 92.16 2376601 12.13

501-1000 727 4.82 617187 3.15

1001-2000 230 1.52 353722 1.80

2001-3000 69 0.46 177524 0.91

3001-4000 27 0.18 98049 0.50

4001-5000 33 0.22 157749 0.80

5001-10000 50 0.33 357254 1.82

Above 10000 48 0.31 15461014 78.89

Total 15095 100.00 19599100 100.00

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Share Holding Pattern as on 31st March, 2017 was as under:

Category No. of shares Percentage ofheld Shareholding

I. CONTROLLING/STRATEGIC HOLDINGS:

1. Hindustan Organic Chemicals Limited 11060000 56.43

2. A.P.Industrial Development Corpn.Ltd. 870000 4.44

SUB TOTAL 11930000 60.87

II. FREE FLOAT:

A. BASED IN INDIA

1. Indian Individuals/HUFs 6461871 32.97

2. Indian Corp.Bodies/Trustees/Partnership 524972 2.68

3. Independent Directors & Relatives 0.00 0.00

4. Present employees 60600 0.31

5. Banks/Financial Institutions 1200 0.01

6. Insurance companies 296417 1.51

7. Mutual funds 0.00 0.00

SUB-TOTAL 7345060 37.48

B. BASED OVERSEAS:

1. Non-Resident Indians (Non-Rep) 118550 0.60

2. Non-Resident Indians (Rep) 205490 1.05

SUB-TOTAL 324040 1.65

GRAND TOTAL 19599100 100.00

DEMATERIALISATION OF SHARES & LIQUIDITY:

The shares of the Company are compulsorily traded in Dematerialized mode. To facilitate the shareholdersto dematerialize the shares, the Company has signed the agreement with both i.e National Securitiesdepositories Limited (NSDL) and Central Depositories Services (India) Ltd., (CDSL) under ISIN No.INE806J01013.

84.98%of the Share Capital of the Company has been Dematerialize the shares, the Company has beenDematerialized as on 31st March, 2017- total accounts Dematerialized is 1924 involving 16656150 shares(which constitutes 84.98%of the share capital).


34

CEO AND CFO CERTIFICATION

To,The Board of DirectorsHindustan Fluorocarbons LimitedHyderabad.

a) We have reviewed financial statements and the cash flow statement of Hindustan fluorocarbonslimited for the year ended 31st March, 2017 and that to the best of our knowledge and belief:

i) These statements do not contain any materially untrue statement or omit any material fact orcontain statements that might be misleading.

ii) These statements together present a true and fair view of the company’s affairs and are incompliance 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 companyduring the year 2016-17 which are fraudulent, illegal or in violation of the company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reportingand that we have evaluated the effectiveness of the internal control systems of the company andwe have disclosed to the auditors and the Audit Committee, deficiencies in the design of operationof such internal controls, if any, of which they are aware and the steps we have taken or propose totake to rectify these deficiencies.

d) We have indicated to the auditors and the Audit Committee :

i) significant changes in internal control over financial reporting during the year 2016-17;

ii) significant changes in accounting policies during the year 2016-17 and that the same havebeen disclosed in the notes to the financial statements; and

iii) Instances of significant fraud of which we have become aware and the involvement therein, ifany, of the management or an employee having a significant role in the company’s internalcontrol system over financial reporting.

Sd/- Sd/-(T S GAIKWAD) (D N V SRINIVASA RAJU)

(MANAGING DIRECTOR) CHIEF FINANCIAL OFFICER

Place: HyderabadDate: 14.08.2017

35


COMPLIANCE OFFICER’S RESPONSIBILITY STATEMENT:The Compliance Officer (Mrs. Rajani K.) confirms as on 31st March, 2017 that the Company has:

- Maintained all the Statutory Registers required to be maintained under the Companies Act,2013 (“the Act”) and rules made hereunder.

- Filed all forms and returns and furnished necessary particulars in time to Registrar of Companies(ROC) and/or Authorities as required under the Act.

- Issued all notices as required to be given for convening the meeting of the Board of Directorsand General Meetings of the shareholders within the time limits prescribed by the law.

- Conducted the meetings of the Board of Directors and Annual General Meeting as per theprovisions of the Act.

- Complied with all the requirements relating to the minutes of the proceedings of the meeting ofthe Directors and the shareholders.

- Made due disclosures under the requirements of the Act including the requirements in pursuanceto the disclosures made by the directors.

- Obtained necessary approvals of the directors, shareholders, Central Government and otherauthorities as per the statutory requirements.

- Given loans and made investments in accordance with the requirements of the Act.

- Not exceeded the borrowing powers of the company.

- Registered all the particulars relating to the creation, modification and satisfaction of the chargeswith the ROC.

- Effected share transfers and dispatched the certificates within the time limit prescribed underthe Act and rules made there under.

- Complied with all the requirements of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 entered into with the Stock Exchanges.

The company has also complied with the requirements prescribed by Securities and Exchange Board ofIndia (SEBI) and other statutory authorities and also the requirements under the Act and related statutesin force.

Sd/-(RAJANI.K)

COMPANY SECRETARY &COMPLIANCE OFFICER

PLACE: HYDERABADDATE : 14.08.2017


36

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

To,The MembersHindustan Fluorocarbons LimitedHyderabad

We have examined the compliance of conditions of Corporate Governance by Hindustan FluorocarbonsLimited, Hyderabad, for the year ended 31st March, 2017, as stipulated in Regulation 15(2) of the ListingRegulations of Securities Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations, 2015 for the period 1st April, 2016 to 31st March, 2017.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Ourexamination was limited to procedures and implementation thereof, adopted by the Company, for ensuringthe compliance of conditions of Corporate Governance. It is neither an audit nor an expression of opinionon the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and therepresentations made by the Directors and the Management, we certify that the Company has compliedwith the conditions of Corporate Governance as stipulated in the above mentioned Listing Regulationsas applicable.

We further state that such compliance is neither an assurance as to the future viability of the Companynor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Ahalada Rao.V & Associates

Company Secretaries

Place: Hyderabad

Date: 03.08.2017

Sd/-

RAGHAVENDAR RAO .D

Company Secretary in Practice

CP No. 13407

37


COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDERSECTION 143(6)(b) OF THE COMPANIES ACT, 2013 ON THE ACCOUNTS OFHINDUSTAN FLUOROCARBONS LIMITED, HYDERABAD FOR THE YEAR ENDED31ST MARCH 2017

The preparation of financial statements of Hindustan Fluorocarbons Limited, Hyderabad for

the year ended 31 March 2017 in accordance with the financial reporting framework prescribed

under the Companies Act, 2013 (Act) is the responsibility of the management of the company.

The Statutory Auditor appointment by the Comptroller and Auditor General of India under

Section 139(5) of Act is responsible for expressing opinion on the financial statements under

Section 143 of the Act based on the independent audit in accordance with the Standards on

Auditing prescribed under Section 143(10) of the Act. This is stated to have been done by

them vide their Audit Report dated 15 May 2017.

I, on behalf of the Comptroller and Auditor General of India, have decided not to conduct the

supplementary audit of the financial statement of Hindustan Fluorocarbons Limited, Hyderabad

for the year ended 31 March 2017 under Section 143(6) (a) of the Act.

For and on the behalf of the Comptroller and Auditor General of India

Sd/-(REBECCA MATHAI)

Director General of Commercial Audit &Ex-Officio Member, Audit Board,

Hyderabad

Place: Hyderabad

Date: 26.05.2017


38

Annexure-VIForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31- 03- 2017

[Pursuant to section 204(1) of the CompaniesAct, 2013 and rule No.9 of the Companies

(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014]

To,The Members,Hindustan Fluorocarbons Limited

We have conducted the Secretarial Audit of thecompliance of applicable statutory provisions andthe adherence to good corporate practices byHindustan Fluorocarbons Limited (hereinafter calledthe company or HFL). Secretarial Audit wasconducted in a manner that provided us areasonable basis for evaluating the corporateconducts/statutory compliances and expressingour opinion thereon.

Management’s Responsibility for SecretarialCompliancesThe Company’s Management is responsible forpreparation and maintenance of secretarial recordsand for devising proper systems to ensurecompliance with the provisions of applicable lawsand regulations.

Secretarial Auditor’s ResponsibilityOur responsibility is to express an opinion on thesecretarial records, standards and proceduresfollowed by the Company with respect to Secretarialcompliances.

We believe that audit evidence and informationobtained from the Company’s managements isadequate and appropriate for us to provide a basisfor our opinion.

Based on our verification of the HindustanFluorocarbons Limited’s books, papers, minutebooks, forms and returns filed and other recordsmaintained by the company and also theinformation provided by the Company, its officers,agents and authorized representatives during theconduct of Secretarial Audit, We hereby report thatin our opinion, the company has, during the audit

period covering the financial year ended on 31st

March, 2017, complied with the statutory provisionslisted hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent, in the mannerand subject to the reporting made hereinafter:

We have examined the books, papers, minutebooks, forms and returns filed and other recordsmaintained by Hindustan Fluorocarbons Limited(“the Company”) for the financial year ended on31st March, 2017, according to the provisions of:i. The Companies Act, 2013 (the Act) and the

rules made there under;ii. The Securities Contracts (Regulation) Act,

1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and theRegulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999and the rules and regulations made thereunder to the extent of Foreign DirectInvestment, Overseas Direct Investment andExternal Commercial Borrowings;

v. The Industry specific Acts, Labour laws andother applicable laws;

vi. The following Regulations and Guidelinesprescribed under the Securities and ExchangeBoard of India Act, 1992 (‘SEBI Act’):-(a) The Securities and Exchange Board of

India (Substantial Acquisition of Sharesand Takeovers) Regulations, 2011; (NotApplicable as there was noAcquisition of Shares)

(b) The Securities and Exchange Board ofIndia (Prohibition of Insider Trading)Regulations, 1992;

(c The Securities and Exchange Board ofIndia (Issue of Capital and DisclosureRequirements) Regulations, 2009; (Notapplicable as the company did notissue any security during thefinancial under review)

(d) The Securities and Exchange Board ofIndia (Employee Stock Option Schemeand Employee Stock PurchaseScheme) Guidelines, 1999; (Notapplicable as the company has not

39

HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-2017granted any options to itsemployees during the financial yearunder review.)

(e) The Securities and Exchange Board ofIndia (Issue and Listing of DebtSecurities) Regulations, 2008; (Notapplicable as the company has notissued any debt securities during thefinancial under review)

(f) The Securities and Exchange Board ofIndia (Registrars to an Issue and ShareTransfer Agents) Regulations, 1993regarding the Companies Act anddealing with client;

(g) The Securities and Exchange Board ofIndia (Delisting of Equity Shares)Regulations, 2009; and (Not applicableas the company has not delisted itsequity shares from any stockexchange during the financial underreview)

(h) The Securities and Exchange Board ofIndia (Buyback of Securities)Regulations, 1998; (Not applicable asthe company has not bought backany of its securities during thefinancial under review)

We have also examined compliance with theapplicable clauses of the following:i) Secretarial Standards issued by Institute of

Company Secretaries of Indiaii) The Securities Exchange Board of India

(Listing obligations & DisclosureRequirements) Regulations, 2015 for theperiod 1st April, 2016 to 31st March, 2017.

Based on the examination, we are of theopinion that the Management has:a. Adequate systems and processes

commensurate with its size and operations,to monitor and ensure compliance withapplicable laws, rules, regulations andguidelines and

b. Complied with the following specificallyapplicable to the company:1. Environment Protection Act 19862. Hazardous waste management and

handling Rules 1989

3. The Sick Industrial Companies (SpecialProvisions) Act, 1985 / Insolvency andBankruptcy Code, 2016.

Based on the verification of the company’s books,papers, minute books, forms and returns filed andother records maintained by the company and alsothe information provided by the Company, itsofficers, agents and authorized representativeduring the conduct of Secretarial Audit, we herebyreport that in our opinion, the company has, duringthe financial year ended 31st March 2017, compliedwith the aforesaid laws, material compliances arelisted in the annexure attached to this report.

Based on information received and recordsmaintained we further report that:1. The Board of Directors of the Company is duly

constituted with proper balance of ExecutiveDirectors, Non-Executive Directors.

2. The changes in the composition of the Boardof Directors that took place during the periodunder review were carried out in compliancewith the provisions of the Act.

3. Adequate notice is given to all directors toschedule the Board Meetings, agenda anddetailed notes on agenda were sent at leastseven days in advance, and a system existsfor seeking and obtaining further informationand clarifications on the agenda items beforethe meeting and for meaningful participationat the meeting.

4. Majority decision is carried through while thedissenting members’ views are captured andrecorded as part of the minutes. The Companyhas proper Board processes.

ANNEXURE:We further report that the Company has, in ouropinion, complied with the provisions of theCompanies Act, 1956 and the Rules made underthat Act and the provisions of Companies Act, 2013as notified by Ministry of Corporate Affairs and theMemorandum and Articles of Association of theCompany, with regard to:a) Maintenance of various statutory registers

and documents and making necessary entriestherein;

b) Closure of the Register of Members.


40

c) Forms, returns, documents and resolutionsrequired to be filed with the Registrar ofCompanies and the Central Government;

d) Service of documents by the Company on itsMembers, Auditors and the Registrar ofCompanies;

e) Notice of Board meetings and Committeemeetings of Directors;

f) The meetings of Directors and Committeesof Directors including passing of resolutionsby circulation;

g) The 33rd Annual General Meeting of theCompany held on 26th September 2016;

h) Minutes of proceedings of General Meetingsand of the Board and its Committee meetings;

i) Approvals of the Members, the Board ofDirectors, the Committees of Directors andthe government authorities, wherever required;

j) Payment of remuneration to Directorsincluding the Managing Director and Whole-time Directors,

k) Appointment and remuneration of Auditors andCost Auditors;

l) Transfers and transmissions of theCompany’s shares and issue and dispatchof duplicate certificates of shares;

m) Declaration and payment of dividends;n) No Transfer was required under the Act to the

Investor Education and Protection Fund anduploading of details of unpaid and unclaimeddividends on the websites of the Companyand the Ministry of Corporate Affairs as therewas no unclaimed dividend with the company;

o) Borrowings and registration, modification ofcharges, and satisfaction of charges whereverapplicable. Out of 5 subsisting charges withthe Register of Companies 3 charges havebeen satisfied by the company. Onexplanations received from the managementof the company, it is noted that the companyhas made attempts to file the relevant formswith the Registrar of Companies and updatewith the Ministry’s web-portal mca.gov.inregarding the 3 satisfied charges. The samehave not been updated till date by the Ministryas there exists an application made by thecompany with Company Law Tribunal (CLB)pertaining to Sick Industry provisions.

p) Investment of the Company’s funds includinginvestments and loans to others;

q) Form of Balance sheet as prescribed underPart I, form of statement of profit and loss asprescribed under Part II and GeneralInstructions for preparation of the same asprescribed in Schedule III to the Act;

r) Directors’ report;s) Contracts, common seal, registered office and

publication of name of the Company; andt) Generally, all other applicable provisions of

the Act and the Rules made under the Actsubject to our comments and observationsas submitted to company and also attachedto this report.

We further Report that –1. Litigation case application was filed on 14th

May, 2014 before the BIFR, New Delhi. Matterrelating to damages on delayed paymentswith interest thereon (from 2000 to 2011) tothe tune of Rs 94.89 lakhs. Due to pendencyof cases matter could not be reached.

2. Litigation relating to recovery from Debtors,amount involved Rs 132 Lakhs before the HighCourt of Andhra Pradesh and Telangana onorder passed by single judge, Refrex RefrigentLtd stayed the matter and it was finallyreserved for judgement.

3. It is observed from the records maintained bythe company that the company has defaultedin payment of employer’s contribution to theProvident Fund as required for the periodpertaining to the financial year for which Audithas been carried.

For Ahalada Rao. V & AssociatesCompany Secretaries

Sd/-RAGHAVENDAR RAO .D

Company Secretary in PracitceCP No.13407

Place: HyderabadDate: 03.08.2017

41


ANNEXURE-VIIFORM NO MGT 9

EXTRACT OF ANNUAL RETURNAs on financial year ended on 31.03.2017

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1)of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

IIIIIIIV

V

VIVII

CINRegistration DateName of the CompanyCategory/Sub-category of the Company

Address of the Registered office & contactdetails

Whether listed companyName, Address & contact details of theRegistrar & Transfer Agent, if any

L25206AP1983PLC00403714.07.1983Hindustan Fluorocarbons LimitedCompany Limited by Shares /Indian Government company303, Babukhan Estates,Basheerbagh, Hyderabad-500001.Tele: 040-23240047, 23241051, 23237125, 23297160 Fax: 040-23296455Website: www.hfl.co.inE-mail: [email protected]/s. KARVY COMPUTERSHARE PRIVATE LIMITEDKarvy Selenium, Tower B,Plot 31-32, Gachibowli,Financial Dist., Nanakramguda,HYDERABAD - 500 032.Tel: +9140-67161541, 67161505,Fax: +9140-23420814e-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITES OF THE COMPANY:All the business activities contributing 10% or more of the total turnover of the company shall be stated.

Sl.No.

1

2

Name & Description ofMain Products/services

PTFE

CFM-22

NIC Code of theProduct/service

20111

20111

% to total turnoverof the company

8.18 %

89.11 %

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES:

Name & Addressof the Company

Hindustan Organics ChemicalsLimited & Rasayani,Raigad (Dist.), MumbaiMaharashtra.

CIN / GLN

L99999MH1960GOI011895

Sl.No.

1

Holding /Subsidiary/ Associate

HoldingCompany

% ofSharesHeld

56.43

ApplicableSection

2(46) & 2(87)

of Companies

Act 2013


42

IV. SHAREHOLDING PATTERN (Equity/Share capital Break up as % to total Equity):

i. Category-wise Share HoldingCategory of

ShareholdersA. Promoters

(1) Indiana) Individual/HUFb) Central Govt. or State Govt.c) Bodies Corporated) Bank/FIe) Any otherSUB TOTAL:(A) (1)(2) Foreigna) NRI-Individualsb) Other Individualsc) Bodies Corp.d) Banks/FIe) Any otherSUB TOTAL: (A) (2)Total Shareholding ofPromoter(A)=(A)(1)+(A)(2)(B) PUBLIC SHARE HOLDING(1) Institutionsa) Mutual Fundsb) Banks/FIc) Central govt.d) State Govt.e) Venture Capital Fundf) Insurance Companiesg) FIISh) Foreign Venture Capital Fundi) Others((specify)SUB TOTAL (B)(1):(2) Non-Institutionsa) Bodies corporateb) Individualsi) Individual shareholders holdingnominal share capital up toRs.1 lakhsii) Individuals Share holders holdingnominal share capital in excess ofRs.1 lakhsc) Others (specify)i) NRI(Rep)ii) NRI(Non-Rep)iii) TrustSUB TOTAL (B)(2):Total Public shareholding(B) = (B) (1) + (B) (2)(C) Shares held by custodian forGDRs. & ADRsGRAND TOTAL (A+B+C)

No. of Shares held atthe beginning of the year

No. of Shares held atthe end of the year % change

duringthe year

Demat

000

11060000870000

011930000

000000

11930000

00

137917000

158500000

296417

445647

1130161

2643260

925205490

3750500

44297334726150

0

16656150

Physical

0000000

0000000

01200

00000000

1200

77900

2749050

0

00

1148000

29417502942950

0

2942950

Total

000

11060000870000

011930000

000000

11930000

01200

137917000

158500000

297617

523547

3879211

2643260

925205490118550

50073714837669100

0

19599100

%of TotalShares

0.000.000.00

56.434.440.00

60.87

0.000.000.000.000.000.00

60.87

0.000.010.700.000.000.000.810.000.000.001.52

2.67

19.79

13.49

0.001.050.600.01

37.6139.13

0.00

100

Demat

000

11060000870000

011930000

000000

11930000

00

658700000

296417000

95117

478595

1057169

1961463

500208906

02200

37088334663950

0

16593950

Physical

0000000

0000000

01200

00000000

1200

77900

2811250

0

00

1148000

30039503005150

0

3005150

Total

000

11060000870000

011930000

000000

11930000

01200

658700000

296417000

956317

556495

3868419

1961463

500208906114800

220067127837669100

0

19599100

%of TotalShares

0.000.000.00

56.434.440.00

60.87

0.000.000.000.000.000.00

60.87

0.000.013.360.000.000.001.510.000.000.004.88

2.83

19.74

10.01

0.001.070.590.01

34.2539.13

0.00

100.00

0.000.000.000.000.000.000.00

0.000.000.000.000.000.000.00

0.000.00

-2.660.000.000.00

-0.700.000.000.00

-3.36

- 0.17

0.06

3.48

0.00 - 0.02

0.010.003.360.00

0.00

0.00

43


ii. Share Holding of Promoters:

% change in shareholding during the year

0.00

0.00

0.00

ShareholdersName

Hindustan organicChemicals Limited(HOCL)Andhra PradeshDevelopmentcorporation of Indialimited (AIPDC)Total

Sl.No.

1

2

Shareholding at thebeginning of the year

Shareholding at theend of the year

% of shares pledgedEncumbered to

Total Shares0.00

0.00

0.00

No .of

Shares11060000

870000

11930000

% of totalsharesof thecompany

56.43

4.44

60.87

% of shares pledgedEncumbered to

Total Shares0.00

0.00

0.00

No .of

Shares11060000

870000

11930000

% of totalsharesof thecompany

56.43

4.44

60.87

iii. Change in Promoters Shareholding (Specify) If there is no change:

At the beginning of the yearDate wise increase/decrease in Promoters shareholding during the year specifying the reasons forincrease/decreased(e.g .allotment/transfer/bonus/sweat equity etc)

At the end of the year

Cumulative shareholding during the year

Share holding at thebeginning of the year

Sl.No.

12

3

% of totalshares of the

company60.87

0.00

60.87

No.of

Shares11930000

0

11930000


company60.87

0.00

60.87

No.of

Shares11930000

0

11930000

iv. Shareholding pattern of the top ten shareholders (other than directors, promoters &holders of gdrs & adrs)

Industrial Development Corporation of IndiaLimited

At the beginning of the yearDate wise increase/decrease in Promoters shareholding during the year specifying the reasonsfor increase/decrease (e.g. allotment/transfer/bonus/sweat equity/etc)At the End of the year (or on the date of separation,ifseparated during the year)


Share holding at theend of the year

Sl.No.1 % of total

shares of thecompany

3.36(3.36)

0.00

No.of

Shares658700

(658700)-20.05.2016

658700


company3.360.00

0.00

No.of

Shares658700

0

0

Name of the one of thetop ten shareholders


44

Bhubnesh Commercial Private Limited

At the beginning of the yearDate wise increase/decrease in Promotersshare holding during the year specifying thereasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity/etc)

At the End of the year (or on the date ofseparation, ifseparated during the year)



Sl.No.2 % of total


1.71(0.25)

1.46

No.of

Shares335764

(50300)-08.07.2016

285464


company1.711.46

1.46

No.of

Shares335764285464

285464


Udayan Kumar N Kothari (HUF)

At the beginning of the yearDate wise increase/decrease in Promotersshare holding during the year specifying thereasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity/etc)At the End of the year (oron the date ofseparation, ifseparated during the year)



Sl.No.3 % of total


1.310.01

1.32

No.of

Shares255979

2299

258278


company1.310.01

1.32

No.of

Shares255979258278

258278


Amit Kumar Indrakumar Bagri

At the beginning of the yearDate wise increase/decrease in Promotersshare holding during the year specifying thereasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity/etc)At the End of the year ( oron the date ofseparation, ifseparated during the year)



Sl.No.4 % of total


1.020.00

1.02

No.of

Shares200000

0

200000


company1.020.00

1.02

No.of

Shares200000

0

0


45


UdayanKumar N Kothari

At the beginning of the yearDate wise increase/decrease in Promotersshare holding during the year specifyingthe reasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity/etc)

At the End of the year (or on the date ofseparation, ifseparated during the year)



Sl.No.5 % of total


1.320

1.32

No.of

Shares259504

0

259504


company1.32

0

1.32

No.of

Shares259504

0

259504


Neeta U Kothari


At the End of the year ( oron the date ofseparation, ifseparated during the year)



Sl.No.6 % of total


1.000.66

1.66

No.of

Shares196497

129000-20.05.2016

325497


company1.001.66

1.66

No.of

Shares196497325497

196497


Life Insurance Corporation of India

At the beginning of the yearDate wise increase/decrease in Promotersshare holding during the year specifying thereasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity/etc)At the End of the year ( oron the date ofseparation, ifseparated during the year)



Sl.No.7 % of total


0.810.00

0.81

No.of

Shares158500

0

158500


company0.810.00

0.81

No.of

Shares158500

0

158500



46

Shivaji Baghwan Kumbharkar

At the beginning of the yearDate wise increase/decrease in Promotersshare holding during the year specifyingthe reasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity/etc)At the End of the year ( oron the date ofseparation, ifseparated during the year)



Sl.No.8 % of total


0.770.040.73

0

No.of

Shares150000(7000)-

03.06.2016(143000-

10.06.2016)0


company0.770.000.00

0

No.of

Shares150000143000

0

0


Bantwal Subraya Baliga

At the beginning of the yearDate wise increase/decrease in Promotersshare holding during the year specifying thereasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity/etc)At the End of the year (or on the date ofseparation, ifseparated during the year)



Sl.No.9 % of total


0.680.00

0.68

No.of

Shares133300

0

133300


company0.680.00

0.68

No.of

Shares133300

0

133300


United India Insurance Company

At the beginning of the yearDate wise increase/decrease in Promotersshare holding during the year specifying thereasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity/etc)At the End of the year (or on the date ofseparation, ifseparated during the year)



Sl.No.10 % of total


0.610.00

0.61

No.of

Shares120000

0

120000


company0.610.00

0.61

No.of

Shares120000

0

120000


47


Dilip Kumar Lakhi


At the End of the year ( oron the date ofseparation, ifseparated during the year)



Sl.No.11 % of total


02.68

2.68

No.of

Shares0

525991-20.05.2016

525991


company0

2.68

2.68

No.of

Shares0

525991

525991


Manish Lakhi


At the End of the year (or on the date ofseparation, if separated during the year)



Sl.No.12 % of total


0.510.010.250.110.090.010.050.060.35

1.125

No.of

Shares100185

264-06.05.201650000-10.06.201623207-17.06.201617737-24.06.2016

700-08.07.201610000-05.08.201610992-26.08.20167540-02.09.2016

220625


company0

0.520.770.880.970.981.031.09

1.1251.125

No.of

Shares0

100449150449173656191393192093202093213085220625220625



48

V. INDEBTEDNESS (Rs. In lacs)Indebtedness of the company including interest outstanding/ accrued but not due for payment

Indebtedness at the beginning of the financial year

i) Principal Amount 20.19 4877.08 0.00 4897.27

ii) Interest due but not paid 0.00 855.15 0.00 855.15

iii) Interest accrued but not due 0.00 74.75 0.00 74.75

Total (i+ii+iii) 20.19 5806.98 0.00 5827.17

Change in Indebtedness during the financial year

Addition 0.00 0.00 0.00 0.00

Reduction 20.19 100.00 0.00 120.19

Net Change 20.19 100.00 0.00 120.19

Indebtedness at the end of the financial year

i) Principal Amount 0.00 4777.08 0.00 4777.08

ii) Interest due but not paid 0.00 1074.70 0.00 1074.70

iii) Interest accrued but not due 0.00 73.79 0.00 73.79

Total (i+ii+iii) 0.00 5925.57 0.00 5925.57

SecuredLoans

Excludingdeposits

UnsecuredLoans Deposits

TotalIndebted-

ness

v. Shareholding of Directors & KMP

For Each of the Directors & KMP

At the beginning of the yearDate wise increase/decrease inPromoters share holding during the yearspecifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)At the end of the year



Sl.No.


company0.000.00

0.00

No.of

Shares00

0


company0.000.00

0.00

No.of

Shares00

0

49


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL RERSONNEL

A. Remuneration to Managing Director, Whole time Director and/or Manager: (Rs. In lacs)

Sl. Particulars of Name of the

No. Remuneration MD/WTD/Manager

1 Gross salary Sri. T S Gaikwad

(a) Salary as per provision contained in section 17(1) of the Income Tax 1961 9.76

(b) Value of perquisites a/s 17(2) of the Income tax Act.1961 0.00

(c) Profits in lieu of salary under section 17(3) of the Income Tax Act.1961 0.00

2 Stock option 0.00

3 Sweat Equity 0.00

4 Commission 0.00

5 As % of profit 0.00

6 Others (specify) 4.22

Total (A) 13.98

Ceiling as per the Act Not applicable

B. Remuneration to other Directors: (Rs. In lacs)Sl. Particulars of Name of the

No. Remuneration Directors

1 Independent Director Shri Rajkishore Das

(a) Fee for attending Board & Committee meetings 0.10

(b) Commission 0.00

(c) Others please specify 0.00

Total (1) 0.10

2 Other Non Executive Directors Ms. Pushpa Trivedi

(a) Fee for attending Board & Committee meetings 0.15

(b) Commission 0.00

(c) Others please specify 0.00

Total (2) 0.15

Total (B)=(1+2) 0.25

Total Managerial Remuneration 0.25

Overall ceiling as per the Act. Nil


50

C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD (Rs. In lacs)

Sl. Particulars of Key Managerial PersonnelNo. Remuneration Company CFO Total

Secretary1 Gross Salary

(a) Salary as per Provision contained in 7.42 10.05 17.47section 17(1) of the Income Tax Act.1961(b) Value of perquisites U/s 17(2) of the 0 0 0Income Tax Act.1961(c) Profits in lieu of salary under section 17(3)of the Income Tax Act.1961 0 0 0

2 Stock Option 0 0 03 Sweat Equity 0 0 04 Commission 0 0 05 Others (including retirement benefits 1.44 2.04 3.48

Total 8.86 12.09 20.95

VII Penalties/Punishment/Comppounding of Offences

A. COMPANY

Penalty 0 0 0 0 0

Punishment 0 0 0 0 0

Compounding 0 0 0 0 0

B. DIRECTORS

Penalty 0 0 0 0 0



C. OTHER OFFICERS IN DEFAULT

Penalty 0 0 0 0 0



Type

Sectionof the

CompaniesAct

BriefDescrip-

tion

Details of Penalty/Punishment /Compoundingfees imposed

Authority(RD/NCLT/

Court)

Appealmade if

any (givedetails)

51


Balance Sheet as at 31st March 2017(Rs. in lacs)

Notes As at As at31 March 2017 31 March 2016

EQUITY AND LIABILITIESSHAREHOLDERS’ FUND

Share capital 2 1,961.46 1,961.46Reserves and surplus 3 (8,816.84) (8,328.29)

NON - CURRENT LIABILITIESLong-term borrowings 4 672.00 1,028.19Long-term provisions 5 611.40 635.43

CURRENT LIABILITIESShort-term borrowings 6 337.29 446.83Trade payables 7 290.16 435.93Other current liabilities 8 8,014.30 7,105.85Short-term provisions 9 452.58 546.33

TOTAL 3,522.35 3,831.73ASSETSNON-CURRENT ASSETS

Fixed AssetsTangible assets 10A 2,079.73 2,212.59Intangible assets 10B 207.64 212.35Capital work-in-progress 2.95 8.99Long term loans and advances 11 98.91 98.96Other Non-current assets 12 0.00 0.00

CURRENT ASSETSInventories 13 536.43 741.24Trade receivables 14 406.51 228.91Cash and bank balances 15 134.34 240.95Short-term loans and advances 16 55.84 87.74

TOTAL 3,522.35 3,831.73Significant accounting policies and noteson Financial Statements 1As per our report of even date For and on behalf of the Board of Directors of HFC Ltd.,

For KS Ramakrishna & Co.Chartered Accountants(FRN 002888S)

Sd/- Sd/- Sd/-(K. RAMA RAO) (SB BHIDE) (T.S. GAIKWAD)

PARTNER CHAIRMAN MANAGING DIRECTORM No. 206039

Sd/- Sd/-Place: Mumbai (DNV SRINIVASA RAJU) (RAJANI .K)Date: 15.05.2017 CHIEF FINANCIAL OFFICER COMPANY SECRETARY


52

Statement of Profit and loss for the year ended 31.03.2017(Rs. in lacs)

Notes 2016-2017 2015-2016

Revenue from operations 17 3,806.36 3963.29Less: Excise Duty 422.85 435.91Net Sales 3,383.51 3527.38Other income 18 47.87 60.93Total Revenue 3,431.38 3588.31

Expenditure:Cost of raw materials consumed 19 1,279.86 1700.93Changes in inventories of finished goodsWork-in-progress and Stock-in-Trade 20 134.58 251.47Employee benefits expenses 21 1,245.04 1396.43Finance costs 22 325.95 345.36Depreciation and amortization expenses 10C 152.25 136.57Other expenses 23 680.91 868.86Total expenses 3,818.60 4699.62Deduct : Prior period items (net) 101.34 0.08Profit before exceptional items and tax (488.55) (1111.39)Exceptional Items 24 0.00 0.00

Profit before extra ordinary items and tax (488.55) (1111.39)Tax Expense 0.00 0.00Profit/(Loss) for the year from continuing operations (488.55) (1111.39)

Earnings per equity share:Basic (Rs.) 25 (2.49) (5.67)Diluted (Rs.) (2.49) (5.67)

Significant accounting policies and noteson Financial Statements 1

As per our report of even date For and on behalf of the Board of Directors of HFC Ltd.,





53


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2017 (Rs. in lacs) 2016-17 2015 - 16

CASH FLOW FROM OPERATING ACTIVITIES:Net Profit before taxation and Extraordinary items (387.21) (1111.39)

Adjustments for :Depreciation (152.25) 136.57Profit on Sale of Land 0.00 0.00

(539.47) (974.82)

Operating Profit before working capital changesAdjustments for(Increase)/Decrease in Inventories 204.81 191.07(Increase)/Decrease in Trade receivables (177.60) 70.32

(Increase)/Decrease in Loans & Advances 31.90 84.69Increase/(Decrease) in working capital borrowings 109.54 (26.21)Increase/(Decrease) in Current Liabilites & Provisions 667.35 1075.57

Cash generated from operations 836.00 1395.44Net Cash flow from Operating activities 296.53 420.62CASH FLOW FROM INVESTING ACTIVITIES :Changes in Fixed Assets (9.35) (451.33)Sale of Fixed Assets (9.35) 0.00 (451.33)

CASH FLOW FROM FINANCING ACTIVITIES:

Increase / Decrease in Secured Loans (356.19) (668.70)

Increase / Decrease in Unsecured Loans (24.03) (183.43)Increase / Decrease in Loans & Advances 0.05 (0.01)Net cash used in financing activities (380.17) (852.14)

Net increase in cash and cash equivalents (92.99) (882.85)Cash and cash equivalents at the beginning of the period 240.95 1123.80Cash and cash equivalents at the end of the period 134.34 240.95

Previous year figures have been regrouped / reclassified wherever necessary to confirm to current year’s classification.







54

Notes to financial statements for theyear ended 31st March 2017

NOTE NO . 1

BASIS OF PREPARATION OF FINANCIALSTATEMENTS:The financial statements have been prepared underthe historical cost convention on accrual basis tocomply in all material aspects and in accordancewith generally accepted accounting principles inIndia and the relevant provisions of the CompaniesAct,2013. The accounting policies have beenconsistently applied by the Company unlessotherwise stated.

Significant Accounting policies

1(A) USE OF ESTIMATES:The preparation of financial statements requiresestimates and assumptions to be made that affectthe reporting amount of assets and liabilities onthe date of the financial statements and the reportedamount of revenues and expenses during thereporting period. Difference between actual resultsand estimates are recognized in the period in whichthe results are known/ materialized.

1(B) RECOGNITION OF REVENUE ANDEXPENDITURE :

(i) Revenues/Incomes and Costs/Expendituresare generally accounted on accrual, as theyare earned or incurred.

(ii) Sales are recognized when significant risksand rewards of ownership have beentransferred to the buyer. In case of developmentprojects / Research income is recognizedon achieving the set milestones or targets.

(iii) Carbon credit revenue is recognized onachieving the set milestones or targets asprescribed by an agency and wherereasonable assessment of certainty of futureeconomic benefits.

(iv) Export incentives under various schemes arerecognized as Income on certainty ofrealization.

(v) Sale of realizable scrap is accounted onreceipt basis.

(vi) Insurance claims are accounted on accrualbasis on admission of claims.

(vii) Interest income is recognized on a timeproportion basis taking into account theamount outstanding and the applicable rateof interest.

1(C) FIXED ASSETS:

(i) Fixed Assets are accounted at cost lessaccumulated depreciation net of modvat credit.

(ii) Constructed and fabricated capital assets arecapitalised as and when the plant is put intocommercial production.

(iii) Expenditure during construction periodincluding interest on loans borrowed isincluded in the Capital cost.

(iv) Significant items of separate identity capableof enhancing life and capacity of themachinery are capitalised at cost inclusive ofinstallation cost.

1(D) DEPRECIATION

(i) The depreciable amount of an asset is thecost of an asset or other amount substitutedfor cost, less residual value. Depreciation isprovided in accordance with Schedule II ofthe Companies Act, 2013, as amendedtreating plant and machinery as continuousprocess plant.

1(E) VOLUNTARY RETIREMENT SCHEME (VRS)

(i) The Company has introduced VoluntaryRetirement Scheme in accordance with BIFRModified Draft Rehabilitation Scheme. TheCompany followed the policy guidelinesissued by BIFR by amortizing the VRSpayment over a period of 3 years.

1(F) REFURBISHMENT EXPENDITURE

The company has followed the policy ofamortizing refurbishment expenditure met onPlant and Machinery over a period of five years

55


from the year of expenditure in accordancewith the BIFR Modified Draft RehabilitationScheme.

1(G) INVENTORIES:

(i) The closing stock of raw materials, packingmaterial, stores and spares are valued at costby adopting weighted average method or netrealizable value whichever is less. Stock-inprocess (intermediate products) and finishedgoods are valued at cost or net realisablevalue whichever is lower.

Cost of Stock-in-process includes costs ofconversion and other costs incurred in bringingthe inventories to their present location andcondition.

(ii) Excise duty payable on finished goodsmanufactured but not removed is included inthe Valuation of such stocks.

(iii) By-products are valued at NIL value.

1(H) EMPLOYEE BENEFITS:

a. Short Term Employee Benefits:

Undisputed value of short term employeebenefits such as salaries, wages, short termcompensated absences, bonus, ex-gratia andperformance incentives are recognized asexpense in the period in which the employeesrender the related service.

b. Post Employment Benefits

Defined Contribution plans:

Contribution to defined contribution plansbeing Employee Provident Fund, EmployeeState Insurance, Employee InsuranceScheme etc. are recognized in the Statementof profit and loss during the period in whichthe employees render the related services.

Defined Benefit Plans:

Liabilities in respect of defined benefit plansbeing Gratuity and Leave encashment aredetermined based on an actuarial valuation

using the projected unit credit method.Actuarial gains or losses are recognizedimmediately in the Statement of Profit andLoss account.

1(I) PROVISION FOR DOUBTFUL DEBTS:

Provision for doubtful debts/loans/advances:

Provision for doubtful debts is made in thebooks in respect of debtors outstanding formore than 3 years except Govt. debts. Inrespect of cases under Civil suits/tribunalsfor recovery of dues which are yet to bedecided, provisions are made to the extentconsidered necessary by the Management.

1(J) FOREIGN CURRENCY TRANSACTIONS:

(i) Foreign currency transactions are accountedfor at the exchange rates prevailing on thedate of transaction.

(ii) Fixed assets are translated at the exchangerates on the date of transaction. Theexchange difference in each financial year,up to the period of settlement is taken toStatement of profit and loss.

(iii) The monetary items in foreign currencies aretranslated at the closing exchange rate onthe date of balance sheet and difference intranslation and realized gains/losses thereonadjusted in the Statement of profit and loss.

1(K) BORROWING COST:

Borrowing costs relating to acquisition of fixedassets which takes substantial period of thetime to get ready for its intended use areincluded to the extent they relate to the periodtill such assets are ready to be put to use.All other borrowing costs are charged torevenue. Borrowing costs consist of interestand other costs that the company incurs inconnection with borrowing of funds onacquisition of fixed assets are capitalised aspart of the cost of asset.


56

1(L) TAXES ON INCOME:(i) The Current charge for income taxes is

calculated in accordance with the relevant taxregulations applicable to the Company on theestimated total income for the year.

(ii) Deferred tax assets and liabilities arerecognized on timing differences betweentaxable income and accounting income,originating in one period and expected toreverse in subsequent periods. Deferred taxasset is recognized and carried forward onlyto the extent that there is a virtual certaintythat the asset will be realized in future.

(iii) Deferred tax assets and liabilities aremeasured using the tax rates and tax lawsthat have been enacted or substantivelyenacted as on the Balance Sheet date.

1(M) SEGMENT REPORTING:

The company’s operation mainly comprisesmanufacturing of PTFE (Suspension &Emulsion). These activities constitutes theprimary segment i.e. manufacturing inchemicals.

1(N) EARNING PER SHARE:

Basic Earnings Per Share is calculated bydividing the net profit or loss for the periodattributable to equity share holders by theweighted average number of equity shares

outstanding during the period. For thepurpose of calculating the diluted earningsper share, the net profit or loss for the periodattributable to equity share holders and theweighted average number of sharesoutstanding during the period are adjusted forthe effects of all dilutive potential equityshares.

1(O) IMPAIRMENT OF ASSETS:

The carrying amounts of assets are reviewedat each balance sheet date to determinewhether there is any indication of impairment.If any such an indication exists, then thecarrying value is reduced to the higher of thenet selling price or the value in use. The valuein use is the present value of estimated futurenet income expected from use of the asset.

1(P) PROVISIONS / CONTINGENT LIABILITIES:

Provisions are recognized, when the Companyhas a present legal or constructive obligation,as a result of past events, for which it isprobable that an out flow of economic benefitswill be required to settle the obligation and areliable estimate can be made for the amountof the obligation. The disclosure is made forall present or possible obligations that maybut probably will not require outflow ascontingent liability in the financial statements.

NOTE 2 : SHARE CAPITAL(Rs. In lacs)

As at As at31-03-2017 31-03-2016

Authorised21000000 (Pr. Year 21000000) Equity Shares of Rs.10 /- each 2,100.00 2,100.00Issued19630000 (Pr. Year 19630000) Equity Shares of Rs.10/- each 1,963.00 1,963.00Subscribed & Paid up19599100 (Pr. Year 19599100) Equity Shares of Rs.10/- each fully paid 1,959.91 1,959.9130900 (Pr. Year 30900) Equity Shares forfeited (amount originally paid) 1.55 1.55Total 1,961.46 1,961.46

57


NOTE 2 (A)Reconciliation of number of shares at the begining and at the end of the reporting period

Equity Shares 31-03-2017 Equity Shares 31-03-2016Number Amount Number Amount

Shares at the beginning of the year 19599100 1959.91 19599100 1959.91Shares Issued during the year 0.00 0.00 0.00 0.00Shares bought back during the year 0.00 0.00 0.00 0.00Shares at the end of the year 19599100 1959.91 19599100 1959.91

NOTE 2 (B)Disclosure of shares held by its holding company11060000 ( Pr. Year 11060000) Equity Shares fully paid up of Rs.1106 lakhs (Pr. Year Rs. 1106 lakhs)are held by M/s Hindustan Organics Chemicals Limited, the holding company.

NOTE 2 (C)Details of equity shareholders holding more than 5% of equity shares along with No. of equityshares held at the beginning and at the end of the reporting period as given below:

Sl.No. Name of Shareholder As at 31 March 2017 As at 31 March 2016No. of % of No. of % of

Shares held Holding Shares held Holding 1 M/s Hindustan Organics Chemicals Ltd 11060000 56.43 11060000 56.43

NOTE 2 (D)

The company has only one class of shares referred to as equity shares having a par value of Rs 10/- each.

Each holder of the equity share, as reflected in the records of the company as of the date of theshareholders meeting, is entitled to one vote in respect of each share held for all matters submitted tovote in the shareholders meeting.

NOTE 3 : RESERVES AND SURPLUS (Rs. In lacs)As at As at

31 March 2017 31 March 2016Surplus/(Deficit) in the statement of profit and lossOpening balance (8,328.29 (7,216.90)

Add: Profit / (Loss) transferred from Statement of Profit & Loss (488.55) (1,111.39)

Net Deficit in the Statement of Profit & Loss (8,816.84) (8,328.29)

Total (8,816.84) (8,328.29)

NOTE 4 : LONG TERM BORROWINGS (Rs. In lacs)As at As at

31 March 2017 31 March 2016

SecuredTerm loans - State Bank of Hyderabad 0.00 20.19Hindustan Organics Chemicals Ltd 0.00 0.00

UnsecuredGovernment Plan Loan 672.00 1,008.00

Total 672.00 1,028.19

(Rs. In lacs)


58

4(A) The Term loan from HOCL is secured by part of the land to the extent of 84.31 acres of the Factory& Plant and Buildings at Rudraram Village.

4(B) The Term loan from HOCL of Rs. 2744.06 lakhs is Zero coupon loan as per terms of the BIFRagreement and is repayable in seven equal annual instalments as per the loan agreement commencingfrom F Y 2010-11. The instalment due for F Y 2010-11 , 2011-12 , 2012-13, 2013-14, 2014-15, 2015-16 & 2016-17 amounting to Rs.2744.06 lacs is not paid by the company and shown in Note -8 of thefinancial statements under the head ‘Other Current liabilities’ being current maturities of long termdebt amounting to Rs.3197.08 lacs.

4(C) The Term loan from HOCL of Rs.756.42 lakhs is Interest bearing @ 10.25% to 14.50% repayablein 5 annual instalments commencing from F Y 2010-11 as per the loan agreement. The company iscontinuing default in payment of all the instalments due and interest during the F Y 2010-11 to2015-16 amounting to Rs.453.01 lacs is not paid by the company & shown in Note -8 of thefinancial statements under the head ‘Other Current liabilities’ being current maturities of long termdebt and interest due amounting to Rs.724.36 lakhs under Interest accrued and due.

4(D) Term loan of Rs. 5.00 Crore @14.20% p.a. (floating) for refurbishment of PTFE plant and setting upModified PTFE plant repayable in 5 years 3 months including monatorium period of 9 months afterthe completion of the project commencing from April, 2015. The company hypothecated land of15.11 acres and plant and machinery as collateral security besides furnishing of corporate guaranteeby promotor company Viz., HOCL to this extent. This loan was repaid during the month of April, 2016.

4(E) The company had outstanding plan loan of Rs.3.60 Cr. availed for manufacture of MPTFE and Rs.13.20 Cr. availed for refurbishment of the Plant @11.5% p.a. and both the loans repayable in 5annual installments commencing from F.Y. 2015-16. The Company had repaid Rs.1.00 Crore withinterest of Rs.24.92 lac during the month of March, 2017 and accordingly principal and interestoutstandings were adjusted. The instalment due for F.Y. 2015-16,2016-17 and 2017-18 amountingto Rs.948.00 lacs shown in Note-8 under the head ‘Other Current liabilities being Govt. Plan Loancurrent maturities of long term debt’.

NOTE 5: LONG TERM PROVISIONS (Rs. In lacs)

As at As at31 March 2017 31 March 2016

Gratuity 513.29 535.05Leave Encashment 98.11 100.38

Total 611.40 635.43

NOTE 6: SHORT TERM BORROWINGS (Rs. In lacs)As at As at

31 March 2017 31 March 2016

SecuredFrom STATE BANK OF HYDERABADCASH CREDIT 337.29 446.83Total 337.29 446.83

59

HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-20176(A) Secured by hypothecation of the company's entire stock of raw materials, finished goods, stock in

process, consumables, stores & spares and book debts, plant and machinery and part of the landto the extent of Acres 15.11 out of the total land of Acres126.13 at Rudraram Village and guaranteedby the holding company, viz. Hindustan Organic Chemicals Ltd. The cash credit is repayable ondemand and carries interest @12.70% p.a

NOTE 7: TRADE PAYBLES (Rs. In lacs)As at As at

31 March 2017 31 March 2016

Dues to Micro and SSI units 8.74 22.01Others 281.42 413.92Total 290.16 435.93

7(A). Disclosure in accordance with Section 22 of Micro, Small and Medium Enterprises DevelopmentAct, 2006.

As at As atParticulars 31 March 2017 31 March 2016Principal amount remaining unpaid and interest due thereon Nil NilInterest paid in terms of Section 16 Nil NilInterest due and payable for the period of delay in payment Nil NilInterest accrued and remaining unpaid Nil NilInterest due and payable even in suceeding years Nil Nil

7(B).The information as required to be disclosed under the Micro, Small and Medium EnterprisesDevelopment Act, 2006 has been determined to the extent such parties have been identified on thebasis of information available with the company.

NOTE 8: OTHER CURRENT LIABILITIES (Rs. In lacs)As at As at

31 March 2017 31 March 2016Current maturities of long-term debt (Refer Note 4 (B)) 3,197.08 3,197.08Interest Accrued and Due (Refer Note 4 (C)) 724.36 673.47Govt. Plan Loan current maturities of long term debt (Refer Note 4 (E)) 908.00 672.00Current maturities of long-term debt SBH Term Loan 0.00 0.00Interest Accrued but not Due (SBH Term Loan) 0.00 0.00Creditors for capital goods 13.28 16.08Others Payables 3,171.59 2,547.23

Total 8,014.30 7,105.85

NOTE 9: SHORT TERM PROVISIONS (Rs. In lacs)As at As at

31 March 2017 31 March 2016(a) Provision for employee benefits (Refer Note 21)P F company contribution 177.60 128.07Gratuity 54.61 59.81LTA & Other Provistions 12.02 12.96Leave Encashment 208.34 345.50Total 452.58 546.33


60

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61

HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-2017NOTE 11 LONG TERM LOANS AND ADVANCES (Rs. In lacs)


Unsecured, considered good Security Deposits 98.91 98.96

Total 98.91 98.96NOTE 12 OTHER NON CURRENT ASSETS (Rs. In lacs)


Trade receivable - Unsecured considered doubtful 329.59 329.59Less: Provision for doubtful debts (329.59) (329.59)

Total 0.00 0.00

NOTE 13 : INVENTORIES (Rs. In lacs)As at As at

31 March 2017 31 March 2016

Raw Materials and components {includes materials in transit 78.62 118.01

of Rs.44,71,692/- (Pr. Year Rs.10,22,165)}

Stock-in-progress* 113.19 101.50

Finished goods 74.72 239.27

Stores and spares 269.90 282.46

Total 536.43 741.24

13(A)* The closing stock-in-process includes the following products: (Rs. In lacs)As at As at

31 March 2017 31 March 2016CFM – 22 Product 33.68 23.08TFE 0.36 0.36POLY-SUSPENSION 69.55 70.55POLY-EMULSION 9.61 7.51

Total 113.19 101.50

13(B). Excise duty on closing finished goods in respect of goods manufactured by the company amountingto Rs.17.89 lacs (previous year Rs.20.23 lacs) is included in the valuation of such stocks.

13(C). Finished goods, which have not moved for more than 3 years are valued at Rs.1.00/kg and theconsequential difference in value of Rs.172 (Previous year Rs.202) and there is no difference tocharge off during the year.

NOTE 14: TRADE RECEIVABLES (Rs. In lacs)As at As at

31 March 2017 31 March 2016

Secured, considered good 0.00 0.00

Debts overdue for a period exceeding six months 130.00 145.13

Other debts 276.51 83.78

Total 406.51 228.91


62

14(A). Balance standing to the debit/credit of parties is subject to confirmation by them and reviews bythe Company.

14(B) Debts over due for a period exceeding six months includes towards case filed in High CourtJudicature for the States of TS and AP, Hyderabad which is pending amounting to Rs.129.16Lacs (Previous year Rs.129.16 Lacs)

NOTE 15 : CASH AND BANK BALANCES: (Rs. In lacs)As at As at

31 March 2017 31 March 2016Balances with Banks 36.82 0.20Corporate Liquid Term Deposit - SBH 95.70 239.06Margin Money Deposit 1.51 1.40Cash on hand 0.31 0.29Total 134.34 240.95

15(A). Margin money deposits are subject to first charge/ lien to secure the company’s cash credit loanand term loan with a maturity period of 6 to 12 months.

15(B). The company has made a deposit with SBH (Short Term Deposit) for a maturity period of 1 year.

NOTE 16: SHORT TERM LOANS AND ADVANCES (Rs. In lacs)As at As at

31 March 2017 31 March 2016Others 39.99 75.24Advance to Suppliers Considered good 15.86 12.49 Considered doubtful 0.91 0.91Less:Provision for Considered doubtful advance (0.91) (0.91)

Total 55.84 87.74

NOTE 17: REVENUE FROM OPERATIONS (Rs. In lacs) 2016-17 2015 - 16

Revenue From Operations(i) Sale of products

Polytetrafluoroethylene 311.29 422.04

Application Development Customer Support 10.85 41.58

CFM - 22 3,391.84 3,414.83

Tetrafluoroethylene 53.74 67.37

Hydrogenchloride 32.99 3,800.71 10.86 3,956.68

Gross Sales 3,800.71 3,956.68

(ii) Other operating revenues:

Jobwork convertion, material, handling charges 5.65 6.61

Sale of DHF 5.65 0.00 6.61

TOTAL TURNOVER 3,806.36 3,963.29

63


NOTE 18: OTHER INCOME (Rs. in lacs)

2016-17 2015-16

Interest from Others 13.30 33.64

Other non - operating income

- Others 34.57 27.29

Total 47.87 60.93

NOTE 19 : COST OF RAW MATERIAL AND PACKING MATERIAL CONSUMED: (Rs. in lacs)

2016-17 2015-16Inventory at the beginning of the year 58.15 78.52

Add : Purchases 1,293.98 1,680.56

Less : Inventories at the close of the year 72.27 58.15

Cost of Raw material and packing material consumed 1,279.86 1,700.93

19(A). DETAILS OF RAW MATERIAL AND PACKING MATERIAL CONSUMED : (100% Indigenious)(Rs. in lacs)

2016-17 2015-16

AHF 749.15 822.96

CHLOROFORM 488.29 812.11

FC - 26 0.00 20.93

OTHERS 37.96 41.05

PACKING MATERIAL 4.46 3.88

TOTAL 1,279.86 1,700.93

19(B). DETAILS OF CLOSING INVENTORY : (Rs. in lacs)

2016-17 2015-16AHF 19.21 7.71

CHLOROFORM 12.21 21.34FC - 26 0.00 0.00

OTHERS 39.54 27.28

PACKING MATERIAL 1.31 1.82

TOTAL 72.27 58.15


64

NOTE 20: CHANGES IN INVENTORIES OF FINSHED GOODS & WORK-IN-PROGRESS(Rs. in lacs)

2016-17 2015-16Opening stock: Stock-in-process 101.50 191.11

Finished products 239.27 340.77 421.37 612.47Less:Closing Stock

Stock-in-process 113.19 101.50

Finished products 74.72 187.91 239.27 340.77

152.86 271.70

Add: Increase/(Decrease) in Excise duty

on Finished products (18.28) (20.23)Total 134.58 251.47

NOTE 21: EMPLOYEE BENEFITS EXPENSES(Rs. in lacs)

2016-17 2015-16Salaries, wages and Bonus 1,110.86 1,248.25

Contribution to Provident and other funds 98.61 111.17Staff Welfare expense 35.57 37.01

Total 1,245.04 1,396.43

21(A). Both employer and employees make monthly contributions of 10% instead of 12% as per provisionsof Sick Companies to a separately managed exempted EPF Trust.

21(B). As per Accounting Standard 15 “Employee benefits”, the disclosures as defined in the AccountingStandard are given below:

DEFINED CONTRIBUTION PLANSContribution to Defined Contributions Plans, recognised as expense for the year is as under: (Rs.in lacs)

2016-17 2015-16Employers Contribution to Provident Fund 73.91 84.02Employers Contribution to ESI 2.30 2.32Other Contributions 22.40 24.83

The Company’s Provident Fund is exempted under section 17 of Employees’Provident Fund andMiscellaneous Provisions Act,1952.Conditions for grant of exemption stipulate that the employer shallmake good deficiency,if any,in the interest rate declared by the trust vis-à-vis statutory rate.Defined Benefit PlanThe employees’ gratuity fund scheme managed by a trust (Life Insurance Corporation of India) is adefined benefit plan.The present Value of obligation is determined based on actuarial valuation using theProjected unit credit Method,which recognises each period of service as giving rise to additional unit ofemployee benefit entitlement and measures each unit seperately to build up the final obligation. Theobligation for leave encashment is recognised in the same manner as gratuity.

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i) Reconciliation of opening and closing balances of Defined Benefit Obligation (Rs. In lacs)Gratuity Leave(Funded) Encashment

(Unfunded)2016-17 2016-17

Defined Benefit obligation at the beginning of year 598.64 445.88Current service cost 27.06 41.55Interest cost 53.88 40.13Actuarials (gain) / loss 103.99 (221.11)Benefits paid (5.28) 0.00Defined Benefit obligation at the year end 570.32 306.45

ii) Reconciliation of opening and closing balances of fair value of Plan assets (Rs. In lacs)Gratuity (Funded)

2016-17Fair value of plan asset at the beginning of year 4.07Expected return on plan assets 0.30Actuarial gain / (loss) 0.00Employer contribution 0.00Benefits paid (5.28)Fair value of plan asset at the year end 2.41Actual return on plan assets 0.00

iii) Reconcilition of fair value of assets and obligations (Rs. In lacs)Gratuity Leave(Funded) Encashment

(Unfunded)2016-17 2016-17

Fair value of plan assets (2.41) 0.00Present value of obligation 570.32 445.88Amount recognised in Balance Sheet 567.91 306.45

iv) Expenses recognised during the year (Rs. In lacs)Gratuity Leave(Funded) Encashment

(Unfunded)2016-17 2016-17

Current service cost 27.06 41.55Interest cost 53.88 40.13Expected return on plan assets (0.30) 0.00Actuarial gain/(loss) 103.99 221.11

Net Cost 184.63 (139.43)


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v) Actuarial assumptionsGratuity Leave(Funded) Encashment

(Unfunded)2016-17 2016-17

(ultimate) (ultimate)1994-96 1994-96

Discount Rate (per annum) 9.00 9.00Expected rate of return on plan assets 9.00 -Attrition Rate 10.00 10.00Salary Rise 4.00 4.00

21(C) Actuarial valuation was carried out from F Y 2011-12 onwards.

NOTE 22: FINANCE COSTS (Rs. in lacs)

2016-17 2015-16Interest on SBH Term Loan - 5 Yrs. 0.08 8.56Interest on Government Plan Loan 192.63 193.20Interest on Cash Credit 62.16 69.31Interest on secured loan-HOC 63.62 63.62Interest to Others 7.46 10.67

TOTAL 325.95 345.36

NOTE 23: OTHER EXPENSES (Rs. in lacs)2016-17 2015-16

Consumption of stores and spares 61.55 111.39Power & Fuel 269.31 308.76Water Charges 121.64 190.57Rent 8.53 8.39Rates & Taxes 4.48 11.97Repairs and Maintenance

To Building 0.00 0.72To Machinery 22.18 37.65To Other Assets 0.75 22.92 5.75 44.13

Insurance 39.28 26.03Payments to auditors:

Statutory audit fees 1.07 1.09 Limited Review 0.63 1.70 0.51 1.60Professional charges 24.46 20.60Transport charges 61.76 66.55Provision for doubtful debts 0.00 0.00Loss on Discarded Asset 0.00 0.00Misc.Expenditure 65.27 78.86

Total 680.91 868.86

Mortality Table (LIC)

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NOTE - 24 : EARNINGS PER SHARE (Rs. in lacs)


Net Profit attributable to equity shareholdersProfit after tax (488.55) (1,111.39)Weighted average number of shares (Nos.) 19,599,100 19,599,100Basic and Diluted Earnings per share(Rs.) (2.49) (5.67)Face value per share(Rs.) 10.00 10.00

NOTE - 25 CONTINGENT LIABILITIES AND COMMITMENTS: (Rs. In lacs)As at As at

31 March 2017 31 March 2016(i) Contingent Liabilities(a) Bank Guarantee given to Pollution control board with SBH 10.00 10.00(b) ESI 13.46 13.46(c) Damages on Delayed Payment of Provident Fund with Interest 94.89 94.89

118.35 118.35(ii) Commitments(a) Estimated amount of contracts remaining to be executed on capital account and not provided for 0.00 0.00

118.35 118.35

The differential interest @ 2.75% (14.25%-11.50%) on Govt. Plan loan is not provided in the books dueto heavy losses and also mortorium request from the Company is pending with respective departmentwith GoI.

Note - 26 - TAXES ON INCOME:26(A)The company has not provided deferred tax asset due to huge accumulated losses incurred since

there is no virtual certanity to realise in future.

Note - 27 - DETAILS OF MANUFACTURED GOODS : (Rs. in lacs)Particulars Sales Closing Opening

Value Inventory InventoryCFM - 22 3416.47 33.68 23.08Tetrafluoroethylene 53.74 0.36 0.36Polytetrafluoroethylene 328.66 69.55 239.27

Note- 28 (Rs. in lacs)2016-17 2015-16

CIF value of imports of Capital goods Rs.4.04 Rs.74.20

Note - 29 (Rs. in lacs)Expenditure in foreign currency : 2016-17 2015-16Travelling expenditure Rs.0.00 Rs.0.00

Note - 30 (Rs. in lacs)

Earning in foreign currency 0.00 33.03


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Note - 31 (Rs. in lacs)2016-17 2015-16

RELATED PARTIES DISCLOSURE:The company is a subsidiary of HOCL(HINDUSTAN ORGANIC CHEMICALS LIMITED)Interest payable to HOCL 724.36 673.47Un-Secured Loan from HOCL 3921.44 3813.28

KEY MANAGEMENT PERSONNEL:Payment of remunerationSHRI T S GAIKWAD, Managing Director 13.98 14.46SHRI DNV SRINIVASA RAJU, CFO 12.09 7.60MS. K. RAJANI, Compliance Officer 8.86 8.27

Note - 32LITIGATIONS AT VARIOUS AUTHORITIES:

AUTHORITIES NATURE OF LITIGATIONS QUANTUM REMARKS

Hon’ble High Court Recovery from Debtors Rs.132.00 lacsJudicature for the stateof Telangana andfor A.P., Hyd

Before the Board for Damages on delayed Rs.94.89 lacsIndustrial and Financial payments of Providentreconstruction (BIFR) Fund with interest thereonBench-II New Delhi from 2000 to 2011.

On the order passed by thesingle judge M/s. Refexrefrigent Ltd got stayed thematter and petitioner co.vacated the stay, finally thematter was reserved forjudgement.Due to the pendency of cases,the matter was adjourned andour legal counsel is confidentin getting the final order veryshortly and approximateamount to be received by theCompany being Rs.1.32 Crand interest at the rate of 12%from 2009 onwards.

Application filed on 14.05.2014,due to pendency of cases,matter could not reached. Dueto Statutory provisions underthe Act, the Government ofIndia has not constituted toheard the pending cases withNCLT/BIFR.

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HINDUSTAN FLUOROCARBONS LIMITED 34th Annual Report 2016-2017Note - 33Compliance with reference to the disclosure regarding the Specified Bank Notes (SBNs) held andtransacted during the period from 08th November, 2016 to 30th December, 2016 as per the notificationNo.G.S.R. 307(E) and G.S.R. 308 (E) dated 30th March, 2017 issued by Ministry of Company Affairsvide as provided in the Table below:-

(Amount in Rs.)Details SBNs Other Total

denomination notes

Closing cash in hand as on 08-11.2016 9,000.00 215.00 9,215.00

(+) permitted receipts 0.00 61,536.00 61,536.00

(-) Permitted payments 0.00 50,316.00 50,316.00

(-) Amount deposited in Banks 9,000.00 0.00 9,000.00

Closing cash in hand as on 30-12.2016 0.00 11,435.00 11,435.00

Note - 34Balances in respect of Trade payables, Other Liabilities, Trade Receivables and Other Loans and Advancesare subject to Confirmation.

Note - 34aThe company has prepared these financial statements as per the format prescribed by Schedule III ofthe Companies Act, 2013 (‘’ the schedule’’) issued by Ministry of Corporate Affairs. Previous period’sfigures have been recast/restated to confirm to the classification required by the Schedule - III

Note - 35Previous year’s figures have been regrouped/reclassified, wherever necessary to confirm to currentyear’s classification.






Form No. MGT-12Polling Paper

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies(Management and Administration) Rules, 2014] CIN:L25206AP1983PLC004037

Name of the Company Hindustan Fluorocarbons LimitedRegistered office 303, Babukhan Estates, Basheerbagh, Hyderabad-500001Date of notice : 30.08.2017 Date of AGM: September 25, 2017Venue Press Club, Deshodharaka Bhavan, Time:3.00 PM

Bashirbagh, Hyderabad - 500 001

BALLOT PAPERS.No. Particulars Details

1 Name of the first NamedShareholder (in block letters)

2 Postal address3 Registered Folio No./* Client ID No. (*Applicable

to investors in dematerialized form)4 Class of share Equity

I hereby exercise my vote in respect of ordinary resolution enumerated below by recording my assentor dissent to the said resolution in the following manner:

Place: HyderabadDate: 25.09.2017 (Signature of the shareholder)

1 To receive, consider and adopt the Audited Profit andLoss Account for the year ended 31st March, 2017 andBalance Sheet as on that date together with reports ofthe Directors’ and the Auditors’ thereon.

2 To approve the remuneration of the Statutory Auditors ofthe Company, appointed by the Comptroller and AuditorGeneral of India.

3 To appoint a Director in place of Shri.Dharmendra KumarMadan, who retires at this Annual General Meeting ofthe Company and eligible for re-appointment.

4 To appoint a Director in place of Ms. Pushpa Trivedi,who retires at this Annual General Meeting of theCompany and eligible for re-appointment

5 To appoint a Director in place of Shri. Rajkishore Das,who retires at this Annual General Meeting of theCompany and eligible for re-appointment

Sl.No.

Item NoNo of sharesheld by me

I assent tothe resolution

I dissent fromthe resolution

Documents

34 ANNUAL REPORT 2016 - 2017€¦ · Telangana State REGISTERED OFFICE 303, Babukhan Estate, Basheerbagh, Hyderabad – 500 001 AUDITORS M/s. K.S. Ramakrishna & Co. Chartered Accountants