Directors Report of Hindustan Adhesives Ltd.

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting the 30^th Annual Report of the company together with the financial statements, for the year ended on 31^st March 2018.

FINANCIAL PERFORMANCE OF THE COMPANY:

During the Financial Year 2017-2018, The Financial position of the Company is as under: (Amount in lakhs)

PARTICULARS	Year Ended 31st March 2018	Year Ended 31st March 2017
Gross Sales and Other Income	7,656	7,506
Earnings before interest, taxes, depreciation and amortization	911	1169
Profit/(loss) before depreciation and amortization, exceptional item and tax	648	879
Depreciation and Amortization	313	343
Profit / (Loss) before tax	335	536
Provision for tax	87	45
Net Profit// (Loss)	249	491
Earning Par share	4.87	9.60
Propose dividend on Equity Share	—	—
Tax on Dividend	—	—

DIVIDEND:

To conserve the funds for the business of the Company including the funding for the expansion plans, your directors regret their inability to recommend any dividend for the financial period 2017-18.

RESERVES:

Taking into account overall financial performances of the Company. Your Directors do not transfer any amount to General Reserve Account.

STATE OF COMPANY’S AFFAIR:

The Company is pleased to inform the shareholders that it has started unit in the Kutch region of the state of Gujarat for manufacturing BOPP Packaging Tapes for both the domestic and the international markets, the production of such facilities has been commenced and the company is making maximum efforts to sale maximum capacity in the overseas market The total investment in the new project is approximately Rs. 35 crores, financial closure of which has been completed with the support of our existing bankers, unsecured loans and internal accruals of the company.

The Company also continues to make efforts to increase the sales of Carton Sealing Tapes in the domestic markets and other Specialty Adhesive Coated products by providing the customers an excellent quality product backed by dedicated customer services from its unit located in north india.

The company sees a good future in the sales of Carton Sealing Tapes and the acceptance of the new products developed by the Company for the Indian market and as well expected growth in the FMCG sector in India for all manufactured products and services. The Company continues to focus on building its Brand and Image as a quality supplier of Adhesive Coated Products in India.

The Company has also been developing high value added POF shrink films during the current year. This will enhance the turnover and bring good profits to the Company during the next year.

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, no changes have occurred in the nature of the Company’s business.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE DIRECTOR REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of the director report of the Company to which the financial statements relates.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website www.bagla-group.com

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the year, the company has sold substantial shares of M/s Bagla Wellness Private Limited, a subsidiary company during the year. Therefore, at the end of the year the M/s Bagla Wellness Private Limited is no more subsidiary company as defined u/s 2(87) of the companies act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any Loan, any guarantee and security in connection with a Loan to any other body corporate or person and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V-Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS AND AUDITORS’ REPORT

(1) STATUTORY AUDITORS:

The Report given by M/s SPMR & Associates, Chartered Accountants (Registration No. 007578N), Statutory Auditors on the financial statements of the Company for the Financial year 2017-18 is part of Annual Report. The Notes on financial statements referred to in Auditor’s Report are self explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report on Financial Statement for FY 2017-18.

The Board of Directors recommends appointment of M/s. Rajan Goel & Associates, Chartered Accountants (Firm Registration No: 004624N) as Statutory Auditors of the Company in place of M/s SPMR & Associates, Chartered Accountants (Registration No. 007578N) who has tendered their resignation as Statutory Auditors of the Company. The Board of Directors of the Company at its meeting held on 14th August, 2018 have appointed M/s. Rajan Goel & Associates, Chartered Accountants (Firm Registration No: 004624N), subject to approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting.

The Board recommends to the members of the Company approval of appointment of M/s. Rajan Goel & Associates, Chartered Accountants (Firm Registration No: 004624N) as the Statutory Auditors of the Company. Your Company has received a letter from M/s. Rajan Goel & Associates, Chartered Accountants (Firm Registration No: 004624N) to the effect that their appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

(2) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Puneet Kumar Pandey, a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2018. The Secretarial Audit Report is annexed as “Annexure A”.

The Secretarial Audit Report for the financial year ended 31st March, 2018 do not contain any qualification, reservation, adverse remark or disclaimer.

(3) INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company is required to have Internal Auditor. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Navin Sudhir & Associates as the Internal Auditor of the Company.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 5.11 Crores. During the year under review, the Company has not issued any shares.

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

EXTRACT OF THE ANNUAL RETURN:

The extracts of Annual Return in Form MGT - 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the Financial Year 2017-18 is furnished in “Annexure-B” and is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “ANNEXURE C”.

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is a way of conducting business, by which corporate entities visibly contribute to the social good. The essence of CSR is to integrate economic, environmental and social objectives with the Company’s operations and growth.CSR is the process by which an organization thinks about and evolves its relationships with society for the common good and demonstrates its commitment by giving back to the society for the resources it used to flourish by adoption of appropriate business processes and strategies.

In accordance with the provisions of section 135 of the Act read with the Companies (Corporate Social Responsibility policy) Rules, 2014, the annual report on Corporate Social Responsibility activities is given at “Annexure- D” to this Report.

The CSR committee comprises two Non-executive Independent Directors Namely Shri. Amit Kumar and Shri. Pawan Sharma and One Executive Director namely, Shri M. S. Bagla.

The details of CSR Committee meetings and attendance of the members there at are provided in the Corporate Governance Report and forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section149 of the Companies Act, 2013.

Pursuant to provisions of Section 152 of Companies Act, 2013 and the Articles of Association of the Company Mr. Lalit Kumar Bagla, (DIN 01596548) Director of the Company is liable to retire by rotation and being eligible, offer himself for reappointment.

Mr. Sudeep Pande (DIN: 08212946) who was appointed as the Additional non executive Independent director of the Company by the Board with effect from 1^st September, 2018 and who holds office under Section 161 of the Companies Act, 2013 (“the Act”) upto the date of the forthcoming Annual General Meeting but who is eligible for re-appointment, and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director under the provision of Section 160 of the Companies Act, 2013.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Mr. M.S. Bagla, Managing Director, Mr. Nakul Bagla, Chief Financial Officer and Mr. Sarabjeet Singh Dua, Company Secretary. There has been no change in the key managerial personnel during the year

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

Seven meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION:

In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 31^stMarch, 2018, wherein the performance of the non-independent directors including Chairman was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and fulfillment of Directors’ obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.

AUDIT COMMITTEE:

The Company being a Listed Company was required to constitute an Audit Committee under Section 177(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company was required to constitute a Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013. The Composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report forming part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and as per the listing regulations, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism. The policy adopted by the company is also posted on the website of the company. www.bagla-group.com.

NOMINATION AND REMUNERATION COMMITTEE:

The Company being a Listed Company was required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the Nomination and Remuneration Committee is provided in the Corporate Governance Report forming part of this report.

Remuneration of the Key Managerial Personnel and Employees of the Company is based on the performance of the company. Remuneration of the employees are revised on timely basis and based on their performances. The company generally sees the ability and review the performance of the candidate before the appointment of the Director.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2017-18 in the prescribed format, Form AOC-2 has been enclosed with the report as “ANNEXURE E”.

RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy as the element of risk threatening the Company’s existence is very minimal.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for their continuance as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees drawing remuneration in excess of the limits set out in the said Rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with the report as “ANNEXURE F”.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) for the financial year ended March 31, 2018, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit of the Company for the year ended March 31, 2018.

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual financial statements have been prepared on a going concern basis.

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENT:

The Board appreciates and places on record the contribution made by the employees during the year under review. The Board also places on record their appreciation of the support and co-operation of all stakeholders particularly shareholders, bankers, financial institutions, customers, suppliers and business partners.

By order of the Board of Directors of

HINDUSTAN ADHESIVES LIMITED

SURESH AJILA MADHUSUDAN BAGLA

Date: 01.09.2018 WHOLE TIME DIRECTOR MANAGING DIRECTOR

Place: New Delhi DIN: 03203748 DIN: 01425646

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Mar 31, 2015

The Directors have pleasure in presenting the 27th Annual Report of the Company, together with the financial statements, for the year ended on 31st March 2015.

FINANCIAL PERFORMANCE OF THE COMPANY:

During Financial year 2014-15, performance of the Company is as under:

Key Financial figures are as follows: (Amount in lakhs)

PARTICULARS Year Ended Year Ended 31st March 2015 31st March 2014

Turnover 7629.66 7776.21

Profit Before Interest, Depreciation & tax 953.32 861.73

Interest & Financial Charges 340.32 333.15

Depreciation 357.36 207.21

Profit before Taxation 255.64 321.37

Less: - Provisions for Income Tax 71.00 64.29

Add/(Less): - Mat Credit adjustments 13.27 4.51

Add/(Less): - Deferred tax Assets/ (liabilities) 10.22 13.19

Net profit after tax 161.15 239.38

Equity 511.63 511.63

Earnings Per Share 3.08 4.68

DIVIDEND:

To conserve the funds for the business of the Company including the funding for the expansion plans, your directors regret their inability to recommend any dividend for the financial period 2014-15.

TRANSFER TO RESERVES:

Taking into account overall financial performances of the Company Your Directors do not transfer any amount to General Reserve Account.

STATE OF COMPANY'S AFFAIR:

The Company continues to make efforts to increase the sales of Carton Sealing Tapes and other Specialty Adhesive Coated products by providing the customers an excellent quality product backed by dedicated customer services.

The sales of Carton Sealing Tapes and the acceptance of the new products developed by the Company for the Indian market and as well expected growth in the FMCG sector in India for all manufactured products and services have been stagnant during the year and the company has been unable to utilize full capacities for production of Self Adhesive Tapes. The Company continues to focus on building its Brand and Image as a quality supplier of Adhesive Coated Products in India.

The Company has also been developing high value added POF shrink films during the current year which will enhance the turnover and bring good profits to the Company during the next year.

The Company has also strategically invested in a subsidiary company named Bagla Wellness Private Limited for promoting wellness and fitness by setting up fitness centres in New Delhi and expects this business to also grow in the coming years.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE DIRECTOR REPORT:

The material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of the director report of the Company to which the financial statements relate is the Company named Bagla Wellness Private Limited became the Subsidiary Company of Hindustan Adhesives Limited.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website www.bagla-group.com

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Associates' in Form AOC-1 is attached as "Annexure A".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS AND AUDITORS' REPORT

(1) STATUTORY AUDITORS:

Pursuant to Section 139 of the Act and Rules made thereunder, M/s. Salarpuria & Partners, Chartered Accountants were appointed as statutory auditors of the Company at the last annual general meeting held on 12th September, 2014 for a period of 3 years commencing from the closure of the 26th Annual general Meeting till the closure of the 29th Annual General Meeting, subject to ratification by the members at every AGM. Accordingly, your directors recommend the ratification of the appointment of M/s. Salarpuria & Partners as statutory auditors of the Company from the conclusion of the 27th Annual General Meeting till the conclusion of the 28th Annual General Meeting.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

(2) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Puneet Kumar Pandey, a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as "Annexure B".

The Secretarial Audit Report for the financial year ended 31st March, 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 was ' 5.11 Crores. During the year under review, the Company has not issued any shares.

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

EXTRACT OF THE ANNUAL RETURN:

The extracts of Annual Return in Form MGT – 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the Financial Year 2014-15 is furnished in "Annexure C" and is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "ANNEXURE D".

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company at present has Seven members.

Pursuant to provisions of Section 152 of Companies Act, 2013 and the Articles of Association of the Company Mr. Lalit Kumar Bagla Director of the Company is liable to retire by rotation and being eligible, offer himself for re-appointment.

As per the provisions of Sections 196, 197 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mr. Suresh Shridhar Ajila and Mrs. Urmila Goenka were appointed as whole-time Director of the Company for a period of 3 years w.e.f 30th September, 2014 and simultaneously the approval was taken in previous Annual General Meeting.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Pawan Sharma, Mr. Amit Kumar and Mr. K. C. Gupta were appointed as independent directors at the annual general meeting of the Company held on September 12, 2014 up to September 11, 2019. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act.

Mr. D. P. Gupta non-executive independent director resign from the board of director effective August 13, 2014. The board recommends appropriation of the valuable contribution made by Mr. D. P. Gupta during his tenure as director.

Mr. Nakul Bagla was appointed as Chief Financial Officer i.e, Key Managerial Person of the Company pursuant to Section 2(51) and 203 read with Rule 8 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 w.e.f 12th July 2014.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

AUDIT COMMITTEE:

The Company being a Listed Company was required to constitute an Audit Committee under Section 177(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company was required to constitute a Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013. The Composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report forming part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimisation of persons who use this mechanism. The policy adopted by the company is also posted on the website of the company. www.bagla-group.com

NOMINATION AND REMUNERATION COMMITTEE:

The Company being a Listed Company was required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the and Remuneration Committee is provided in the Corporate Governance Report forming part of this report.

Remuneration of the Key Managerial Personnel and Employees of the Company is based on the performance of the company. Remuneration of the employees are revised on timely basis and based on their performances. The company generally see the ability and review the performance of the candidate before the appointment of the Director.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed format, Form AOC 2 has been enclosed with the report as "ANNEXURE E".

RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is not required to adopt a policy for prevention of Sexual Harassment of Women at workplace as the Company having less than 10 women Employees at its workplace.

DECLERATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for their continuance as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

DIRECTORS' RESPONSIBILITY STATEMENT:

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) for the financial year ended March 31, 2015, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit of the Company for the year ended March 31, 2015.

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual financial statements have been prepared on a going concern basis.

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENT:

The Board appreciates and places on record the contribution made by the employees during the year under review. The Board also places on record their appreciation of the support and co-operation of all stakeholders particularly shareholders, bankers, financial institutions, customers, suppliers, medical fraternity and business partners.

By order of the Board of Directors of

HINDUSTAN ADHESIVES LIMITED

(L.K. BAGLA)

Place:Delhi CHAIRMAN

Date :14/08/2015 DIN: 01596548

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Mar 31, 2014

Dear Members,

The Board of Directors presents this 26th Annual Report along with audited accounts for the accounting period ended on 31st March 2014.

I. FINANCIAL RESULTS

Key Financial figures are as follows: (Amount in lakhs)

Particulars 31.03.14 31.03.13

Total Revenue 7795.03 7649.76

Profit Before Interest, Depreciation & tax 861.73 798.53

Interest & Financial Charges 333.15 338.90

Depreciation 207.21 218.83

Profit before Taxation 321.37 240.80

Less: - Provisions for Income Tax 64.29 48.18

Add/(Less): - Mat Credit adjustments 4.51 (09.42)

Add/(Less): - Deferred tax Assets/ (liabilities) 13.19 (25.56)

Net profit after tax 239.37 157.64

Equity 511.63 511.63

Net worth 1585.43 1347.04

II DIVIDEND

Yours directors regret to inform you that on account of insufficient profit in the company no dividend is recommended for the year ended 31st March 2014.

III OPERATIONS

During the year under review:

The Company continues to increase the sales of Carton Sealing Tapes and other Specialty Adhesive Coated products by providing the customers an excellent quality product backed by dedicated customer services. The Company had commenced production of POF shrink films from 16th March, 2012 in the new location at Roorkee in Uttarakhand and this new product has been well appreciated in the market and will also help significantly in improving the sales turnover of the company and enhancing its profits in the current financial year.

IV CURRENT SCENARIO

The growing sales of Carton Sealing Tapes and the acceptance of the new products developed by the Company for the Indian market and as well growth in the FMCG sector in India for all manufactured products and services provides ample opportunity for the Company to utilize full capacities for production of Self Adhesive Tapes and be able to focus on building its Brand and Image as a quality supplier of Adhesive Coated Products in India.

The Company expects to utilize 100% capacity of the POF shrink films plant during the current year which will enhance the turnover and bring good profits to the Company.

V FINANCIAL RESULTS

The total income of the Company has increased marginally by about 1.90% despite the slowdown in the global economy, whereas the PAT has increased by about 54.12% due to the highest sales of speciality value added product by the Company.

The Company is confident of further improving the performance in the Current financial year and is pleased to inform you that it is moving towards greater success and prosperity and would keep looking for new opportunities to expand the business in the packaging industry.

VI RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Director''s confirm that:

a) In the preparation of the Annual Accounts for the financial year 2013-14, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent has been made so as to give a true and fair view of the State of Affairs at the end of the Financial year and the profit of the Company for the Financial year ended March 31, 2014.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing the detecting fraud and other irregularities; and

d) The annual accounts have been prepared on a going concern basis.

VII BOARD OF DIRECTORS

Mr. Amit kumar was appointed non-executive Independent Director of the company w.ef. July 12, 2014 in term of Section 161 of the companies Act, 2013.

Mrs. Urmila Goenka and Mr. Suresh Shridhar Ajila retires by rotation at the ensuing general Meeting ("AGM") and are eligible for reappointment, which the Boards recommends.

Mr. D.P. Gupta has resigned from directorship of company w.e.f. 13.08.2014.

Keeping in view his contribution in the growth of the Company and his leadership qualities supported by experience, the Board of Director in their meeting held August 13, 2014 has re-appointed Mr. Suresh Shridhar Ajila and Mrs. Urmila Goenka as a Whole-time Director for a further period of three years.

VIII AUDITORS

M/s Salarpuria & Partners, chartered Accountants, who are the statutory auditors of the Company, hold the office till the conclusion of the forthcoming AGM and are eligible for re-appointment, pursuant to the provision of section 139 of the companies act, 2013 and the rules framed thereunder, it is proposed to appoint M/s Salarpuria & Partners as statutory auditors of the Company from the Conclusion of the forthcoming AGM till the conclusion of the Twenty-Ninth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

IX AUDITORS REPORT

All the relevant notes on accounts are self-explanatory and therefore, do not call for any further comments.

X COST AUDITOR

The Ministry of Corporate Affairs (MCA) has introduced, The Companies (Cost Audit Report) Rules, 2011 and, vide its notifications, has made mandatory the appointment of Cost Auditor for certain Companies. The same is applicable to the Company and, in accordance with provision of law, M/s JSN & Co., Cost Accountants Firm, has been appointed to conduct cost audit for the financial year ending 31st March, 2014 and the cost audit report for the said financial year shall be filed with the Central Government within the prescribed time.

XI AUDIT COMMITTEE

Audit Committee of the Company is duly constituted.

XII STAKEHOLDERS RELATIONSHIP COMMITTEE

To be in line with companies act, 2013 the shareholders/investors Grievance committee has been renamed as stakeholder relationship committee. Stakeholders relationship committee of the company is duly constituted.

XIII NOMINATION AND REMUNERATION COMMITTEE

Further, in lines with the Companies Act, 2013 committee has been renamed as nominations and remunerations committee. Nomination and Remunerations Committee of the company is duly constituted.

XIV REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given at Annexure-I to this report.

XV REPORT ON CORPORATE GOVERNANCE

A detailed report on Corporate Governance is provided in the Annual Report.

XVI MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis is provided in the Annual Report.

XVII DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance sheet.

XVIII STATUTORY STATEMENTS

There is no employee in the company drawing salary more than that prescribed under section 217(2A) of the Companies Act, 1956 read with The Companies (particulars of Employee) Rule, 1975.

Information as required under Section 217(1)(e) read with Companies Disclosure of Particulars in the Report of Board of Directors Rules 1988 is given in the Annexure forming part of this report.

XIX LISTING

The Shares of the Company are listed with Bombay, Delhi and Kolkata Stock Exchanges.

XX INDUSTRIAL RELATIONS

The relations between management and workers continued to be cordial throughout the year. The Directors wish to place on records their sincere appreciation for the sincere efforts of all the workers and executives of the company for improving the performance of the company.

XXI ACKNOWLEDGEMENT

The Board of Directors wish to thank their Bankers and various Government Departments for their support and co- operation extended to the company. The Directors deeply acknowledge the continued trust and confidence reposed by all the shareholders, investors, suppliers and customers of the company.

By order of the Board of Directors of

HINDUSTAN ADHESIVES LIMITED

Place : Delhi (L.K. BAGLA)

Date : 13/08/2014 CHAIRMAN

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Mar 31, 2012

Dear Members,

The Board of Directors presents this 24th Annual Report along with audited accounts for the accounting period ended on 31st March 2012.

FINANCIAL RESULTS

Key Financial figures are as follows: (Amount in lakhs)

Particulars 31.03.12 31.03.11

Total Revenue 6,692.37 6300.16

Profit Before Interest, Depreciation & tax 590.44 602.99

Interest & Financial Charges 210.45 182.66

Depreciation 153.13 156.47

Profit before Taxation 226.86 263.85

Less: - Provisions for Income Tax 45.39 52.59

Add/(Loss): - Mat Credit Adjustments 15.96 (63.71)

Add/(Loss): - Deferred tax Assets/ (liabilities) (40.41) 29.60

Net profit after tax & Extra Ordinary Items 157.03 177.20

Equity 511.63 511.63

Net worth 1,183.91 1,022.38

DIVIDEND

Yours directors regret to inform you that on account of insufficient profit in the company no dividend is recommended for the year ended 31st March 2012.

OPERATIONS

During the year under review: .

The Company continues to increase the sales of Carton Sealing Tapes and other Specialty Adhesive Coated products by providing the customers an excellent quality product backed by dedicated customer services. The Company continues to add value to the product and has focus towards using self adhesive tapes as both a security feature and as well as a product branding tool which have resulted in higher sales and as well better contribution to the profits of the company in the current year.

The Company has now the focus on converting 100% of the BOPP film production into adhesive tapes and has undertaken an initiative to upgrade the quality of the film by some major changes in the critical components of the film plant which will become operational by June 2012. The installation of the new adhesive coating machine initiated last year is still under process and it will become operational by April 2012 helping to further covert more of the BOPP film into adhesive tapes.

The Company has commenced production of POF shrink films from 16lh March, 2012 in the new location at Roorkee in Uttarakhand and this new product will also help significantly in improving the sales turnover of the company and enhancing its profits in the current financial year.

CURRENT SCENARIO

The growing sales of Carton Sealing Tapes and the acceptance of the new products developed by the Company for the Indian market and as well growth in the FMCG sector in India for all manufactured products and services provides ample opportunity for the Company to utilize full capacities for production of Self Adhesive Tapes and be able to focus on building its Brand and Image as a quality supplier of Adhesive Coated Products in India.

The goodwill that the Company commands because of superior quality products makes it a preferred choice supplier to many new and existing multinational companies setting up facilities in India and also leading domestic companies who prefer to rely on the company for all of their requirements of packaging tapes and POF shrink films.

The good results of the company has been encouraging the management to expand and explore more opportunities in the terminal end packaging sector and in the future it would be able to take more advantage of the global network created by it over the last few years with consistent exports to various parts of the world for different types of packaging materials.

FINANCIAL RESULTS

The total income of the Company has increased marginally by about 6.3% despite the slowdown in the global economy, . whereas the PAT has decreased by about 11.59%, due to the volatility in raw material prices during the year and the higher rates of interest charged by the lenders.

The Company is confident of further improving the performance in the Current financial year and is pleased to inform you that it is moving towards greater success and prosperity and would keep looking for new opportunities to expand the business in the packaging industry.

RESPONSIBILITY STATEMENT

Pursuant to Section 217(2A) of the Companies (Amendment) Act, 2000, the Director''s confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent has been made so as to give a true and fair view of the State of Affairs at the end of the Financial year and the profit of the Company for the Financial year ended March 31, 2012.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing the detecting fraud and other irregularities; and

d) The annual accounts have been prepared on a going concern basis.

BOARD OF DIRECTORS

Mrs. Urmila Goenka and Mr. Suresh Shridhar Ajila are the Whole time directors that retire by rotation at the conclusion of forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. D.P. Gupta was appointed as Additional Director w.e.f 31/10/2011 and being eligible offer himself for appointment as Director at the ensuing Annual General Meeting.

AUDITORS

M/S Salarpuria & Partners, Chartered Accountants, the retiring auditors of the Company have shown their willingness to be re-appointed as statutory auditors from conclusion of this annual general meeting till the conclusion of next annual general meeting. They have furnished a certificate to the effect that the appointment, if made, will be in accordance with sub-section (1B) of section 224 of the Companies Act, 1956.

AUDITORS REPORT

All the relevant notes an accounts are self-explanatory & therefore do not call for any further comments.

AUDIT COMMITTEE:

Audit Committee of the Company is duly constituted.

SHAREHOLDERS GRIEVANCE COMMITTEE:

Shareholders Grievances Committee of the Company is duly constituted.

REMUNERATION COMMITTEE

Remuneration Committee of the Company is duly constituted.

FIXED DEPOSITS

During the year no deposit was accepted or renewed from the public pursuant to provisions of section 58A of the Companies Act, 1956 and rules made there under in this behalf.

STATUTORY STATEMENTS

There is no employee in the company drawing salary more than that prescribed under section 217(2A) of the Companies Act, 1956 read with The Companies (particulars of Employee) Rule, 1975.

Information as required under Section 217(1) (e) read with Companies Disclosure of Particulars in the Report of Board of Directors Rules 1988 is given in the Annexure forming part of this report.

LISTING

The Shares of the Company are listed with Bombay, Delhi and Kolkata Stock Exchanges.

The Company has already delisted it''s shares from the Jaipur Stock Exchange.

INDUSTRIAL RELATIONS

The relations between management and workers continued to be cordial throughout the year. The Directors wish to place on records their sincere appreciation for the sincere efforts of all the workers and executives of the company for improving the performance of the company.

ACKNOWLEDGEMENT

The Board of Directors wish to thank their Bankers and various Government Departments for their support and co-operation extended to the company.The Directors deeply acknowledge the continued trust and confidence reposed by all the shareholders, investors, suppliers and customers of the company.

By order of the Board of Directors of

HINDUSTAN ADHESIVES LIMITED

Place: Delhi (L.K.BAGLA)

Date: 04.09.2012 CHAIRMAN

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Mar 31, 2010

The Board of Directors presents this 22nd Annual Report along with audited accounts for the accounting period ended on 31st March 2010.

FINANCIAL RESULTS

Key Financial figures are as follows: (Amount in lakhs)

Particulars 31.03.10 31.03.09

Total Income 5280.89 4878.22

Profit Before Interest, Depreciation & tax 661.49 664.90

Interest & Financial Charges 173.10 180.90

Depreciation 141.71 130.56

Profit / (Loss) before tax and extraordinary items 326.68 353.45

Depreciation due to change in Accounting Policy 97.08 -

Extraordinary items - 54.33

Pfrot before Taxation 229.60 407.78

Less: - Provisions for Tax

Income Tax 45.00 50.00

Fringe Benefit - 6.40

Wealth Tax 0.41 0.35

Add: - Excess Provision W/off 1.12 0.18

Less: -Income Tax paid for earlier year - 2.69

Add: - Mat Credit for Current Year for Eearlier Year 74.35 -

Less: -Deferred tax Assets/ (liabilities) (35.83) (108.87)

Net profit after tax & Extra Ordinary Items 223.83 239.65

Equity 511.63 511.63

Net worth 845.17 621.34

DIVIDEND.

Yours directors regret to inform you that on account off insufficient profit in the company no dividend is recommended for the year ended 31st March 2010.

OPERATIONS

During the year under review:

The Company continues to increase the sales of its primary finished product namely Carton Sealing Tapes and other specialty Adhesive Coated products by providing the customers an excellent quality product backed by dedicated customer services. In the current year the Company has been successful is selling the various innovative products like MysticGold Brand carton sealing tape where it has reinforced the existing tape with four strips of high tensile filament yarn and thus giving the product an excellent strength and as well a security feature. These new products of the Company and its focus towards using self adhesive tapes as both a security feature and as well as a product branding tool have resulted in higher sales and as well better contribution to the profits of the company in the current year and the same has been well appreci- ated by leading multinational companies now operating in India.

The Company has not been able to sell much surplus capacity of BOPP film in the market as the focus of the Company is to eventually convert 100% of the BOPP film production into adhesive tapes. In the long term the company continues to concen- trate and focus on increasing the coating capacities and better the capacity utilization by introducing new innovative adhesive coated products.

In the last financial year the company has substantially improved the total sales of the Company and it is further buoyant for the current year sales as the Indian economy is performing better than most of the global economies in the world and most Indian companies are flourishing and having impressive growth in sales thus increasing the demand for the product manu- factured by the Company.

CURRENT SCENARIO

The growing sales of Carton Sealing Tapes and the acceptance of the new products developed by the Company for the Indian market and as well growth in the fast moving consumer goods sector in India for all manufactured products and services provides ample opportunity for the Company to utilize full capacities for production of Self Adhesive Tapes and be able to focus on building its Brand and Image as a quality supplier of Adhesive Coated Products in India.

The Company appreciates the initiatives of the Government of India for introduction of a uniformed and combined tax regime of GST which will help the company to be more competitive and reduce the burdens of double taxations to the customers.

The goodwill that the Company commands because of superior quality products makes it a preferred choice supplier to many new and existing multinational companies setting up facilities in India and also leading domestic companies who prefer to rely on the company for all of their requirements of packaging tapes.

The Company has also purchased land at Uttarakhand for larger expansion of the Coating facilities, for which the production has to commence latest by March 2012 so as to enable it to take advantage of the 5 years income tax holiday and other benefits available in the State.

The good results of the company has been encouraging the management to expand and explore more opportunities in the adhesive coating business in the future and thus it would be able to take advantage of the global network created by it over the last few years with consistent exports to various parts of the world for different types of adhesive coated products.

FINANCIAL RESULTS

The total income of the Company has increased substantially by about 8.35%, whereas the PBIDT has decreased by 3.52 %

The Company is confident of further improving the performance in the Current financial year and is pleased to inform you that all the accumulated losses have been now recovered and the Company is moving towards success and prosperity and would keep looking for new opportunities to expand the business in the packaging industry.

RESPONSIBILITY STATEMENT

Pursuant to Section 217(2A) of the Companies (Amendment) Act, 2000, the Directors confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no mate- rial departures have been made from the same.

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent has been made so as to give a true and fair view of the State of Affairs at the end of the Financial year and the profit of the Company for the Financial year ended March 31, 2010.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing the detecting fraud and other irregularities; and

d) The annual accounts have been prepared on a going concern basis.

BOARD OF DIRECTORS

Sh. K C Gupta and Sh. L.K.Bagla are the directors that retire by rotation at the conclusion of forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Sh. Suresh Ajila and Mrs Urmila Goenka was appointed as an additional Director w.e.f. 30.04.2010, whose term of office t expire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr M.M.Haque expired during the year and the same was taken on record by the Board on 30.04.2010. The company appreciates the contribution of Mr. Haque in helping the Company to turnaround and achieve success in the Business.

AUDITORS

M/S Salarpuria & Partners, Chartered Accountants, the retiring auditors of the Company have shown their willingness to be re-appointed as statutory auditors from conclusion of this annual general meeting till the conclusion of next annual general meeting. They have furnished a certificate to the effect that the appointment, if made, will be in accordance with sub-section (1B) of section 224 of the Companies Act, 1956.

AUDIT COMMITTEE:

Audit Committee of the Company is duly constituted.

SHAREHOLDERS GRIEVANCE COMMITTEE:

Shareholders Grievances Committee of the Company is duly constituted.

FIXED DEPOSITS

During the year no deposit was accepted or renewed from the public pursuant to provisions of section 58A of the Companies Act, 1956 and rules made there under in this behalf.

STATUTORY STATEMENTS

There is no employee in the company drawing salary more than that prescribed under section 217(2A) of the Companies Act, 1956 read with The Companies (particulars of Employee) Rule, 1975.

Information as required under Section 217(1) (e) read with Companies Disclosure of Particulars in the Report of Board of Directors Rules 1988 is given in the Annexure forming part of this report.

LISTING

The Shares of the Company are listed with Bombay, Delhi, Kolkata and Jaipur Stock Exchanges. The Company is pursuing with Kolkata and Jaipur Stock Exchanges for delisting of its Shares.

INDUSTRIAL RELATIONS:

The relations between management and workers continued to be cordial throughout the year. The Directors wish to place on records their sincere appreciation for the sincere efforts of all the workers and executives of the company for improving the performance of the company.

ACKNOWLEDGEMENT

The Board of Directors wish to thank their Bankers and various Government Departments for their support and co-operation extended to the company. The Directors deeply acknowledge the continued trust and confidence reposed by all the shareholders, investors, suppliers and customers of the company.

For and behalf of Board of Directors of

Hindustan Adhesives Limited

PLACE : DELHI (LK. BAGLA)

DATE : 03.09.2010 Chairman