We are pleased to present the Thirty Ninth (39th) Annual Report on the business and operations of your Company, along with Audited Financial Statements and the Auditor's Report for the financial year ended March 31,2024.
1. FINANCIAL HIGHLIGHTS
The financial highlights for the year under review are given below: (^ in Lacs)
2. BUSINESS HIGHLIGHTS
Key highlights of FY24 are as follows:
• The Standalone Total Revenue increased by 20.92% and stood at Rs. 2,57,585 lacs. The Standalone EBITDA for FY24 increased by 79.44% and stood at Rs. 52,088 lacs vs Rs. 29,028 lacs during FY23. Total Revenue was aided by an increase in Standalone EBITDA.
• The Consolidated Total Revenue increased by 3.99% and stood at Rs. 2,86,258 lacs. The Consolidated EBDITA for FY24 increased by 78.40% and stood at Rs. 61,733 lacs vs ^34,604 lacs during FY23. The improved operating performance during the fiscal was aided by improved capacity utilization levels, a stable demand environment and softening raw material prices. We remained focused on expanding our global client base, while enhancing our channel and market presence across key regions globally.
3. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business carried out by the Company during the period under review.
4. SHARE CAPITAL
During the year under review, Company has not issued and/or allotted any shares with/ without differential voting rights as per section 43 of Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.
The Authorized Share Capital of the Company was increased during the year from Rs. 67,00,00,000 (Rupees Sixty-Seven Crores) divided into 13,40,00,000 (Thirteen Crores and Forty Lacs) Equity Shares with a face value of Rs. 5 (Rupees Five) each to Rs. 75,00,00,000 (Rupees Seventy-Five Crores) divided into 15,00,00,000 (Fifteen Crores) Equity Shares with a face value of Rs. 5 (Rupees Five) each. The creation of 1,60,00,000 (One Crore and Sixty Lacs) Equity shares with a face value of Rs. 5 (Rupees Five) each ranks pari passu in all respects with the existing Equity Shares of the Company.
The Paid-up Capital of the Company is Rs. 49,22,85,800 (Rupees Forty-Nine Crores Twenty-Two Lacs Eighty-Five Thousand and Eight Hundred) divided into 9,84,57,160 (Nine Crores Eighty-Four Lacs Fifty-Seven Thousand One Hundred and Sixty) Equity Shares of Rs. 5 (Rupees Five) each. There has been no change in the paid-up capital during the year.
5. ISSUE OF SECURITIES
Pursuant to delegation of powers to Securities Committee ("SC") formerly known as Securities Allotment Committee, the following allotments were approved by the Securities Committee
• 8300 Unrated, Unlisted, Unsecured Foreign Currency Convertible Bonds ("FCCBs") with a face value of USD 1000 each aggregating to USD 8,300,000 (United States Dollar Eight Million Three Hundred Thousand only) were allotted to International Finance Corporation ("IFC") on April 27, 2023 through Private Placement.
• 210 Unrated, Unlisted, Secured, Redeemable, Non-Convertible Debentures ("NCDs") with a face value Rs. 10,00,000 each aggregating to Indian Rupees 21,00,00,000/- (Rupees twenty-one crores only) to IFC on July 06, 2023 through Private Placement.
• 4200 Unrated, Unlisted, Unsecured FCCBs of face value with a USD 1000 each aggregating to USD 4,200,000 (United States Dollar Four Million Two Hundred Thousand only) were allotted to IFC on July 07, 2023 through Private Placement.
• 970 Unrated, Unlisted, Secured, Redeemable, NCDs with a face value Rs. 10,00,000 each aggregating to Indian Rupees 97,00,00,000/- (Rupees Ninety Seven crores only) were allotted to IFC on March 21,2024 through Private Placement.
6. DIVIDEND
Pursuant to the Dividend Distribution Policy of the Company, the Board of Directors at their meeting held on May 23, 2024, has recommended a final dividend of 5% ( Rs. 0.25 per equity share) for the financial year ended March 31,2024.
The final dividend is subject to the approval of Members at the ensuing 39th Annual General Meeting ('AGM') of the Company. The dividend, if declared, will be paid to the Members holding equity shares as on record date i.e., September 20, 2024. The same will be paid within statutory timelines after deduction of tax at source, as applicable.
7. MATERIAL CHANGES AND COMMITMENTS
The material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report were as follows:
• The Company has further invested Rs. 1664.36 lacs in 115 equity shares of its wholly owned subsidiary, Himatsingka Holdings NA Inc. The Company has made the following investments in solar energy companies to enhance its renewable energy footprint:
• Rs. 4,00,00,000 (Rupees Four crores only) in the form of40,00,000 Class A equity shares of Rs. 10/- each (10.97% of total paid up capital).
• Rs. 26,000 (Rupees Twenty six thousand only) by acquiring 2,600 equity shares of Rs.10/- each (26% of total paid up capital).
8. TRANSFER TO RESERVES
The Company has not transferred any amount to the reserves during the year under review.
9. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES AND CHANGES THEREON
As on March 31,2024, the Company had the following subsidiaries and associates:
Subsidiaries:
*Wholly owned Subsidiary of Himatsingka Holdings NA Inc.
Joint Ventures:
• Twill & Oxford LLC, based in UAE was voluntarily liquidated.
Associates:
• AMP Energy C&I Twenty Four Private Limited- the Company has invested in 26% of the paid up capital during the quarter ended June 30, 2024.
Consolidated Financial Statements:
Pursuant to Section 129(3) of Companies Act, 2013 and Regulation 33 & 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Consolidated Financial Statements of the Company are prepared in accordance with the Indian Accounting Standards (IndAS) prescribed by the Institute of Chartered Accountants of India forms part of this Annual Report.
The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. A statement containing the salient features of the Financial Statements of its subsidiaries in form AOC-1 is annexed to this report as Annexure 1.
Pursuant to section 136 of Companies Act, 2013, the Annual Report of your Company containing inter alia Financial Statements including Consolidated Financial Statements and Financial Statements of the subsidiaries may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/financial-reports
10. ANNUAL RETURN
As required under section 92(3) of Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return in form MGT-7 for the year 2023-24 may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/financial-reports Rs.tab=annual report tab
11. PUBLIC DEPOSITS
The Company has neither accepted nor has any outstanding deposits from the public pursuant of section 73 of Companies Act, 2013.
12. BOARD OF DIRECTORSAND COMMITTEES Composition of Board and changes thereto
As on March 31,2024, the Board Directors of the Company comprised of 8 (Eight) Directors and its composition was as follows:
• 2 (Two) Promoter Executive Directors including the Chairman and Vice Chairman & Managing Director
• 1 (One) other Executive Director
• 4 (Four) Non-Executive Independent Directors including 1 (One) Non-Executive Independent Woman Director and
• 1 (One) Non-Executive Nominee Director.
The composition of Board of Directors as on the date of this report remains the same as stated above and the following were the changes in the composition of the Board, during the year:
• The Board of Directors at their meeting held on May 30, 2023, based on recommendation of Nomination and Remuneration Committee, appointed Mr. Shyam Powar as an Additional Director (Non-Executive Independent Director) of the Company subject to the approval of the Shareholders. Subsequently the Shareholders through postal ballot dated July 21,2023 approved the appointment of Mr. Shyam Powar as a Non-Executive Independent Director.
• Mr. Rajiv Khaitan resigned as Non-Executive Independent Director with effect from May 30, 2023 on account of being pre-occupied with personal and professional engagements and confirmed that there were no other material reasons for his resignation.
• The Export- Import Bank of India ("Exim") had nominated Mr. Manish Krishnarao Joshi as a Non- Executive Nominee Director w.e.f. March 09, 2023 and withdrew their nominee w.e.f. June 28, 2023. Subsequently on February 01,2024, Exim nominated Mr. Manish Krishnarao Joshi as a Non- Executive Nominee Director on the Board of the Company.
• The Board of Directors at their meeting held on January 25, 2024, based on recommendation of Nomination and Remuneration Committee, appointed Mr. Ravi Kumar as an Additional Director (Non-Executive Independent) of the Company subject to the approval of the shareholders. Subsequently the shareholders through postal ballot dated March 01,2024 approved appointment of Mr. Ravi Kumar as a Non-Executive Independent Director.
In the opinion of Nomination and Remuneration Committee and the Board, Independent Directors appointed during the year hold the requisite expertise, experience and integrity, to serve on the Board of the Company.
Board Meetings
The Board met 5 (Five) times during the year under review and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. The details of the meetings and attendance thereof are provided in the Corporate Governance Report forming part of the Annual Report.
Board Committees
The requisite details pertaining to the Committees of the Board are included in the Corporate Governance Report which is part of the Annual Report.
Re-appointment of Directors retiring by rotation
In accordance with the provisions of section 152(6) of Companies Act, 2013 and Articles of Association of the Company, Mr. D.K. Himatsingka, Executive Chairman (DIN: 00139516), retires by rotation and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and Board at their meeting held on August 03, 2024 have recommended his re-appointment for approval of the Shareholders.
Declaration by Independent Directors
The Company has received from each of its Independent Directors, declaration as stipulated under section 149(7) of Companies Act, 2013 and Regulation 25(8) of Listing Regulations, confirming that the Director meets the criteria of independence as laid down under section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations. The Independent Directors have also declared compliance with Rule 6(1) and 6(2) of Companies (Appointment and Qualification of Directors) Rules, 2014 and have confirmed adherence to the standards of Code of Conduct for Independent Directors prescribed in schedule IV of Companies Act, 2013
Directors' Responsibility Statement
As required by the provisions of section 134(3)(c) of Companies Act, 2013 we the Directors of Himatsingka Seide Limited, confirm the following:
a) In the preparation of the Annual Financial Statements for the year ended March 31,2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
b) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the profit and loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Annual Financial Statements have been prepared on a Going Concern basis;
e) The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Key Managerial Personnel ("KMP")
The KMP of the Company as on date and as on March 31,2024 are:
• Mr. D.K. Himatsingka, Executive Chairman,
• Mr. Shrikant Himatsingka, Executive Vice Chairman & Managing Director,
• Mr. M Sankaranarayanan, President - Finance & Group Chief Financial Officer and
• Ms. Bindu D, Assistant General Manager - Corporate Compliance & Company Secretary.
Mr. M. Sankaranarayanan was appointed as Chief Financial Officer of the Company w.e.f. August 17, 2023 and Ms. Bindu D. was appointed as Company Secretary & Compliance Officer of the Company w.e.f. February 03, 2024. Mr. M. Sridhar ceased to be KMP on account of his resignation as Company Secretary & Compliance Officer of the Company w.e.f. February 02, 2024. There were no other changes in the KMP during the year.
Board Performance Evaluation
The Company has, during the year, conducted an evaluation of the Board as a whole, its Committees and the individual Directors including the Non- Executive Independent Directors. The evaluation was carried out through different evaluation forms which covered among others, the evaluation of the composition of the Board and its committees, its effectiveness, activities, governance, and with respect to the Chairman and the individual Directors, their participation, integrity, independence, knowledge, impact and influence on the Board. The Non-Executive Independent Directors of the Company convened a separate meeting and evaluated the performance of the Board and its Committees, the Directors and the Chairman.
13. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the provisions of Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India pursuant to section 118(10) of Companies Act, 2013.
14. AUDITORS AND AUDITORS' REPORTS
a) Statutory Auditors
Pursuant to the provisions of section 139 of Companies Act, 2013 and the rules framed thereunder, the members of the Company at the 37th Annual General Meeting held on September 28, 2022 appointed M/s. MSKA & Associates, Chartered Accountants, as Statutory
Auditors of the Company and are liable to hold office until the conclusi?n of the 42nd Annual General Meeting of the Company to be held in the year 2027.
The report on the consolidated and standalone financial statements of financial year 2023-24 by the Statutory Auditors M/s MSKA & Associates, Chartered Accountants, forming part of the Annual Report does not have any qualification, reservation or adverse remarks.
b) Secretaria! Auditor
The Company had appointed CS Vivek Manjunath Bhat, Company Secretary in Practice, (M. N.: F7708) to conduct the secretarial audit as required under section 204 of Companies Act, 2013.
The Secretarial Audit Report for the financial year 2023-24 does not contain any adverse remark, qualification or reservation, except as stated below. The report is appended as Annexure2 to this report.
In the following matter the Company has received communication from BSE Limited on June 24, 2024, stating Partial waiver /Regret letter for waiver of fine levied pursuant to SEBI circular SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 ("Partial Waiver Letter").
The following remark forms part of the Secretarial Audit report:
"It has come to my attention that a financial institution owned and controlled by the Government of India nominated a Director to the Board of the Company, and the Nominee Director was appointed effective March 09, 2023. This appointment resulted in a violation of Regulation 17(1) of the Listing Regulations, 2015, concerning the composition of the Board. This non-compliance persisted from March 09, 2023, to June 28, 2023. The financial institution had withdrawn the nomination of Director on June 28, 2023 as evidenced by the regulatory filings made by the Company and the Board composition is in line with Regulation 17(1) of the Listing Regulations from June 28, 2023.
BSE Limited and the National Stock Exchange of India Limited have imposed fines on the Company for contravening the provisions of Regulation 17(1) of the Listing Regulations, 2015, for the quarters ending on March 31, 2023, and June 30, 2023, respectively. The Company has duly paid the fines and submitted a waiver application to the stock exchanges, which is currently pending review"
In explanation of the aforesaid remark the Board states that:
"The company has notified the BSE Limited and National Stock Exchange of India Limited of the withdrawal of the nomination of Director from the Board by the Exim, effective from June 28, 2023. Compliance with the Board composition criteria, as per Regulation 17(1) of the Listing Regulations, has been ensured by the company since the mentioned date. The company has duly paid the requisite fine imposed by the exchanges.
Additionally, waiver applications were submitted to the Stock Exchanges to contest the time limit for appointing an additional Independent Director, necessitated by the sudden appointment of Nominee Director by Exim.
BSE Limited vide Partial Waiver Letter waived fine amounting to Rs. 1.82 Lacs for the quarter ended June, 2023. Pursuant to "Processing of waiver applications by the Exchanges in case of commonly listed entities", issued by Stock Exchanges, the decision taken by one Exchange on waiver requests will be applicable to other Exchanges to maintain the uniformity in decision at both Exchanges"
c) Secretaria! Compliance Report
The Company had appointed CS Vivek Manjunath Bhat, Company Secretary in Practice, (M. N.: F7708) for issuing the Annual Secretarial Compliance Report ("ASCR") under Regulation 24A of Listing Regulations which is appended as Annexure 3 to this report. The aforementioned matters stated under Secretarial Audit also forms part of ASCR.
d) Cost Auditors
As the Company's export revenue in foreign exchange for the financial year 2023-24 was greater than 75% (seventy-five percent) of the total revenue of the Company, the Company falls within the exemption specified in Clause 4(3) of The Companies (Cost Records and Audit) Rules, 2014. In view of this, there is no requirement to furnish cost audit of cost records of the Company for its units at Hassan and Doddaballapur.
e) Interna! Auditors
Pursuant to the provisions of section 138 of Companies Act, 2013, the Board of Directors of the Company has reappointed Grant Thornton Bharat LLR, to conduct the Internal Audit of the Company for the financial year 2023-24. The Audit Committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit of the Company.
f) Interna! Financia! Controls
The Statutory Auditors of the Company has audited Internal Financial Controls over Financial Reporting and their Audit Report is annexed as Annexure A to the Independent Auditors' Report under Standalone Financial Statements and Consolidated Financial Statements.
The Company reviews the effectiveness of Controls as part of interna! Financial Controls framework. There are regular scheduled revlews that covers controls, process level controls, fraud risk controls and the Information Technology environment.
Based on this evaluation, no significant events have been noticed during the year that have materially affected, or are reasonably likely to materially affect, our Internal Financial Controls. The management has also come to a conclusion that Internal Financial Controls and other financial reporting was effective during the year and is adequate considering the business operations of the Company.
g) Fraud Reporting
There have been no instances of fraud reported by the Auditors under section 143(12) of Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.
15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES MADE
The particulars of loans made, guarantees given, investments made and securities provided as per the provisions of section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations and the relevant rules made thereunder are given in the note no. 35 and 36 of the Standalone Financial Statements.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into by the Company with its related parties are at arm's length and in the ordinary course of business. The details of related party transactions forms part of Note no. 34 of Standalone Financial Statements of the Company. However, the list of material related party transactions as per the Company's policy on related party transactions, as required under rule 8(2) of Companies (Accounts) Rules, 2014, is annexed to the Board's Report in form AOC-2 as Annexure 4. The policy on materiality of related party transactions as approved by the Board may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/corporate-governance
17. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS.
There are no significant or material orders passed by Regulators/ Courts / Tribunal impacting the going concern status and company's operations in future.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
A statement containing the necessary information on Conservation of energy, Technology absorption and Foreign exchange earnings and outgo stipulated under section 134(3)(m) of Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure-5.
19. RISK MANAGEMENT
The Company has developed and implemented a comprehensive Risk Management Policy and framework to identify and mitigate the various risks encountered by the Company. In terms of the provisions of section 134 of Companies Act, 2013 a Risk Management Report is set out elsewhere in this Annual Report.
20. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility ("CSR") is central to the operating philosophy of the Company and it is the Company's constant endeavour to ensure that its businesses uphold the highest standards of governance and compliance. It aims to deliver sustainable value to society at large as well as to shareholders. In keeping with its philosophy, the Company has a CSR Committee that identifies CSR projects and overlooks, supervises and provides guidance for the implementation of the projects. The company's CSR activities envisage initiatives primarily in the areas of health, education, environmental protection, community development and sanitation among others.
During the year, the Company has contributed towards skill development and providing employment to Apprentices under Apprentices Act as per the National Apprenticeship Promotion Scheme. The details of the Composition of CSR Committee, the CSR Policy and the CSR spending have been elaborated in the Annexure-6 to this report.
21. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) The remuneration of Directors is given herein below:
* Associated with the company for part of the financial year 2023-24 ** Associated with the company for part of the financial year 2022-23
# During the financial year 2022-23 the remuneration did not include profit linked commission ## Paid to Exim
A The aforementioned remuneration does not include cost of employee benefits such as gratuity and compensated absences since, provision for these are based on an actuarial valuation carried out for the Company as a whole.
In the remuneration mentioned above, salaries and perquisites form the fixed component of the total remuneration. The commission is a variable component and is linked to the operating performance of the Company. None of the Executive Directors receive remuneration or commission from any of the Company's subsidiaries.
b) Percentage Increase/ (Decrease) in the Remuneration of the KMP (other than Directors mentioned above)
#Appointed w.e.f August 17, 2023.
AAppointed w.e.f February 03, 2024.
*Associated with the company for part of the financial year 2023-24.
c) The percentage increase in median remuneration of the employees is 3.91 %
d) The number of permanent employees in the rolls of the Company is 6,587.
e) The average increase in the salaries of managerial personnel during the year was (29.86%) and the average increase in the salaries of employees other than managerial personnel was 20.36%.
f) During the year, there were no employees (including KMP) whose remuneration was higher than that of the highest paid director.
g) It is hereby affirmed that the remuneration paid during the year is as per the Nomination and Remuneration Policy of the Company.
h) Information as per rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
The Statement containing names of top ten employees in terms of remuneration drawn and particulars of employees as required under section 197(12) of Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 shall be provided to the shareholders upon a request made to the Company Secretary at investors@himatsingka.com. Further, the Annual Report is being sent by email to the Shareholders excluding the aforesaid information in terms of section 136 of Companies Act, 2013.
22. INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividends of ^16,40,999.00 relating to interim and final dividend of the financial year 2015-16. Further, 42,609 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. Year-wise detail of due date of transfer to IEPF account is provided in the Corporate Governance Report. The unpaid/ unclaimed dividends lying in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/shareholder-information
23. INSURANCE
The Company's assets are subject to risks/ peril and are adequately insured. In addition, the Company has a Directors & Officers Liability Policy to provide coverage against the liabilities arising on them. The Policy extends to all Directors and Officers of the Company and its Subsidiaries.
24. RATING
a) CREDIT RATING
During the year, CRISIL vide its letter dated November 16, 2023 has reviewed and issued the credit rating for the debt instruments/ facilities of the Company as given below:
b) ISSUER RATING
CARE Ratings Limited vide its letter dated October 16, 2023 has assigned an Issuer Rating to Himatsingka Seide Limited as per details given below:
25. POLICIES
a) Whistle Blower Policy
As a conscious and vigilant organization, Himatsingka Seide Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner, by adopting the highest standards of professionalism, transparency and ethics.
The Company has established a "Whistle Blower Policy" as required under Companies Act, 2013 and Listing Regulations and the same may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/corporate-governance
The Company Secretary of the Company, has been designated as the Chief Compliance Officer under the policy and the employees can report genuine concerns of unethical behaviour, fraud and/or violation of the Company's code of conduct or policy to the Chief Compliance Officer.
The Company has put in place adequate measures for the visibility of the whistle blower policy to employees and stakeholders at the workplace and at the plants. In exceptional and appropriate cases, an employee can make direct appeal to the Audit Committee Chairman. The contact details of the Audit Committee Chairman are also available in the Whistle Blower Policy.
This is pursuant to section 177(9) & (10) of Companies Act, 2013 and Regulation 22 of the Listing Regulations. No grievance has been reported to the Audit Committee during the year and the same is stated in the Corporate Governance Report forming part of the Annual Report.
b) Disclosure as required under section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is committed to provide a safe and secure work environment to all its employees. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Therefore, any discrimination and/or harassment in any form is unacceptable and the Company has in place a Prevention of Sexual Harassment Policy and an Internal Complaints Committee as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The details of complaints thereof, if any, are provided in the Corporate Governance Report forming part of the Annual Report.
c) Nomination and Remuneration Policy
The Nomination and Remuneration Committee has formulated a policy as required under section 178(3) of Act and Regulation 19 read with Schedule II to the Listing Regulations, stipulating the criteria for determining qualif?cations, required experience and independence of a director and also the criteria relating to the remuneration of the directors, key managerial personnel, senior management personnel and other employees and their performance evaluation. The policy may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/corporate-governance
d) Dividend Distribution Policy
The Board of Directors of the Company have adopted a Dividend Distribution Policy as required under Regulation 43A of Listing Regulations. The Policy may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/corporate-governance.
e) Policy for determining material subsidiaries
As required under Regulation 24 of Listing Regulations, the Company has adopted a policy for determining material subsidiaries. The policy has been disclosed on the Company's website - https://www.himatsingka.com/investors/corporate-governance
f) Policy on Related Party Transactions:
As required under Regulation 23 of Listing Regulations, the Company has a policy on dealing with Related Party Transactions and includes materiality of related party transactions. The same may be accessed on the following weblink on the Company's website: https://www.himatsingka.com/investors/corporate-governance.
g) Corporate Social Responsibility
The Board of Directors of the Company have adopted a CSR Policy as required under section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII to Companies Act, 2013. The same may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/corporate-governance
26. CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) and Schedule V of the Listing Regulations the detailed report on corporate governance forms a part of the Annual Report.
The Certif?cate on compliance with the mandatory recommendations on corporate governance issued by Practising Company Secretary is attached as Annexure 7.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT ("MD & A")
In terms of Regulation 34 of Listing Regulations read with Schedule V, the MD&A forms part of this Annual Report.
28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")
The Company has prepared the BRSR which forms part of this Annual Report inter alia containing environmental, social and governance disclosures.
The requirement of BRSR was applicable during the year 2021-22 (as Business Responsibility Report). As per Regulation 3 (2A) of the Listing Regulations, the provisions of regulation 34(2)(f), which become applicable to a listed entity on the basis of criteria of market capitalisation, the same shall continue to apply to the Company for a period of three consecutive years, though the Company remains outside the applicable threshold 1000 ranking.
29. PENDING PROCEEDINGS UNDER THE IBC CODE, 2016 ("IBC")
Application for recovery pending before the National Company Law Tribunal ("NCLT"), Mumbai under Insolvency and Bankruptcy Code 2016:
• Claim of an amount of Rs. 1,29,07,257.6 from Textile Professional LLP and is reserved for final order. A counter was filed by Textile Professional LLP at NCLT, Bangalore and the matter is listed for dismissal.
• Claim for an amount of Rs. 6,21,47,627 from Umiya Textiles Private Limited has been dismissed by NCLT, Mumbai, as the same is not maintainable under IBC.
The proceedings with respect to above are at different stages and are ongoing.
30. VALUATION FOR LOANS OBTAINED FROM FINANCIAL INSTITUTIONS/ BANKS
There was no instance of one-time settlement with any Bank or Financial Institution during the period under review.
Acknowledgement
Your Directors wish to place on record their appreciation of the continuous efforts made by all employees in ensuring excellent all- round operational performance. We also wish to thank our Customers, Suppliers, Shareholders, Bankers and Financial Institutions for their continued support. Your Directors would like to express their grateful appreciation to the Central Government and Government of Karnataka for their continued co-operation and assistance.