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Directors Report of HIL Ltd.

Mar 31, 2022

Your Directors take pleasure in presenting the 75th Annual Report along with Standalone and Consolidated Financial Statements for the year ended March 31, 2022. Your Company commits to a disciplined path of progression to redefine itself as a one stop end to end building solutions provider. On the business front Roofing Solutions business delivers highest Volume, Revenue and EBIDTA; the solution based approach driven by technical teams enables highest ever realisation levels in Building Solutions business and the Polymer Solutions business delivers 36% growth Y-o-Y for the second consecutive time. The European Flooring business produces consistent performance amidst severe head winds created by raw material availability and geo-political situation. Your Company has also decided to venture into a new business vertical of Construction Chemicals in the coming year, for which the test launches have already started.

Your Company''s initiative of "OneHIL'' a well-knit family value, has paid back immensely, infusing passion amogst the employees, driving busineeses to achieve good market shares in domain products, generating new ideas for cost savings, improving liquidity, cost optimization, effective customer connects through digital initiatives, monitoring newer opportunities, lean & productive operations: all delivering huge engagement & value for stakeholders. Close monitoring of business segments on a daily basis brought further harmony and impetus in converting and achieving every possible opportunity.

Your Company operates in competitive markets and recognizes the underlying challenges and accordingly stays agile in aligning its strategies and objectives to maintain market leadership by introducing new and innovative products and services which are eco-friendly. Optimum use of Digital initiatives, business intelligence tools and heat maps enables businesses to monitor and focus on greener pastures and newer opportunities with customers in Tier 2 & Tier 3 cities. During all our business endeavors, your Company has continued to stay close to the communities, investing through its CSR budget by supporting initiatives and Covid medical care.

HIL believes that the biggest assets is its committed and passionate employees. Continuous endeavour to keep them safe during Covid

pandemic, while proposing several people supported policies has been the prime focus. Corporate governance and ethical practices have been passionately driven with zero non-compliance across all locations and as a continuous process robust SOPs, work instructions have been modified to suit the purpose.

Amidst strong headwinds due to material unavailability / price volatility, sea freight explosion and a weak rural sentiments, your Company delivered the highest ever Profit Before Tax (PBT) overcoming all the challenges with grit and determination to succeed. Revenues remained buoyant with a good increase over previous year with stringent focus on new markets, expanding product base and getting the right product mix. Strategic market mapping and in-depth tabs on each region, ensured your Company on a growth trajectory and registered a 26% growth in India and 16% globally on its top line while maintaining its leadership position.

The severity of challenges was far more in the European context where PARADOR had faced huge scarcity of raw materials and doubling of key raw material costs. Other challenges like increase in energy costs and tripling of sea freight impacted the operations. Yet PARADOR registered growth in top line over last year. Our European team has taken determent effort towards augmenting multiple selling price escalations across product categories, entering long-term supply contracts with key dependable raw material suppliers, improving product mix and continuously working on cost base, which have all supported towards partially offsetting the impact of cost adversities. Further, towards the end of the year, the geopolitical crisis between Russia and Ukraine as well as the severe COVID spread in China have further impacted the availability of wood products, vinyl products, increased energy and freight costs. Relentless efforts are being made to mitigate these challenges too by innovative sourcing strategies to reduce dependency on Ukraine.

With the above brief synopsis, your Directors are pleased to present the financial performance of the Company, both on standalone and consolidated basis, for the year ended March 31, 2022:

Summary of Financial Results Particulars	(H Crore) Standalone Consolidated
Summary of Financial Results Particulars	2021-22	2020-21*	2021-22	2020-21*
Total Income Earnings Before Interest, Depreciation and Amortisation & Tax Less : Interest Depreciation and Amortisation Profit Before Tax and Exceptional items Add/(Less): Exceptional items / Profit / Income from JV Profit before tax from operations Less : Taxes Profit for the year from operations Profit before tax on sale of discontinued operations	2005.45	1596.45	3550.68	3066.19
	306.63	260.26	421.85	428.09
	4.51	18.69	12.61	2784
	53.81	49.18	116.30	108.97
	248.31	192.39	292.94	291.28
	-	-	2.18	1.14
	248.31	192.39	295.12	292.42
	62.48	49.57	84.68	7760
	185.83	142.82	210.44	214.82
	-	60.56	-	60.56

(H Crore)
Particulars	Standalone		Consolidated
Particulars	2021-22	2020-21*	2021-22	2020-21*
Less: Taxes on profit on sale of discontinued operations	-	15.64	-	15.64
Profit from sale of discontinued operation	-	44.92	-	44.92
Total Profit before tax	248.31	252.95	295.12	352.98
Less: Total taxes	62.48	65.21	84.68	93.24
Total Profit for the year	185.83	18774	210.44	259.74
Other Comprehensive Income - net of tax	(0.39)	0.08	(756)	9.14
Total Comprehensive Income for the year from operations	185.44	142.90	202.88	223.96
Total Comprehensive Income for the year	185.44	18782	202.88	268.88
Basic Earnings Per Share (H)	24773	250.74	280.54	346.89
Diluted Earnings Per Share (H)	246.12	249.89	278.72	345.72
*the above mentioned financial numbers include income and profit generated from discontinued operations

REVENUE

Your Company achieved a net revenue from operations on standalone basis at H 1973.48 Crore as against H 1565.89 Crore in the previous year, an increase of 26% and on consolidated basis registered a net revenue from operation at H 3520.24 Crore against H 3043.57 Crore in the previous year recording a growth of 16%. This trajectory is expected to continue in the coming years as well. Various aggressive cost saving Initiatives and R&D interventions along with lean operational models have helped us to redefine our cost base thereby achieving better cost optimization; augmenting the growth of your Company in coming years.

Company''s Lead Generation & Management Portal, a one stop digital solution for all sales leads, augments leads from one business unit to the other, which in turn help the Company to service the customers at large across various class of cities. Further, enhancement of E-business portals and digital customer connects have made your company far more approachable and customer focused in this financial year.

INTEREST & LOANS

During the year under review, interest cost significantly reduced to H 4.51 Crore on a standalone basis as against H 18.69 Crore during the previous year. Your Company has taken this opportunity to redefine the working capital norms and re-shape the cost structure for each business with a lean set up to run the business more efficiently. On a consolidated basis, interest cost for the financial year 2021-22 stood at H 12.61 Crore as against H 2784 Crore in the previous year.

Your Company has repaid during the year H 80.17 Crore to banks at standalone level in India and H 124.54 Crore to banks at consolidated level.The Debt Equity ratio on consolidated basis stood at 0.25 times as of March 31, 2022 against 0.41 times as of March 31, 2021.

PROFIT BEFORE TAX

During the year under review, your Company registered a standalone Profit BeforeTax (PBT) from operations of H 248.31 Crore as against H 191.61 Crore in the previous year, recording a growth of 30%. This could be achieved as a result of financial discipline, detailed planning and sharper focus on initiatives to boost market leadership, improve Net Sales Realizations and adopting solution / market specific models. These timely actions have benefited your

Company to deliver the best performing year in the history of HIL.

Profit before tax on a consolidated basis for the year 2021-22 stood at H 295.12 Crore as against H 291.64 Crore in the previous year, recording marginal growth.

NET WORTH

On a consolidated basis, the Net Worth of your Company as at March 31, 2022 stood at H 1166.43 Crore as against H 995.27 Crore in the previous year.

The Consolidated earnings per share (basic) for the year ended March 31, 2022 stood at H 280.54 per share as against H 286.12 per share for the year ended March 31, 2021 and the book value per share as at March 31, 2022 was at H 1552/- as against H 1328/- as on March 31, 2021.

CREDIT RATING

The credit ratings on Company''s long term has been upgraded during the year and short term facilities have been re-affirmed by the respective credit rating agencies and the same is furnished below:

Sl No	Agency	Type	Rating
1	ICRA	Long Term - Credit Facilities	''ICRA AA / Stable''
2	ICRA	Short Term - Debt	''ICRA A1 ''
3	India Ratings	Long Term - Term Loan	''IND AA / Stable''

DIVIDEND

During the year under review, the Board of Directors declared an interim dividend of H 20/- per equity share of H 10/- each (200% of the paid-up value). Your Directors are pleased to recommend a final dividend of H 25/- per equity share of H 10/- each (250% of the paid-up value) and an additional final dividend of H 20/- per equity share of H 10/- each (200% of the paid-up value) to commemorate the celebration of Platinum Jubilee on completion of Seventy Five (75) years of incorporation for your consideration and approval at the ensuing 75th Annual General Meeting of the Company.

With the proposed final dividends, the total dividend for the year 2021-22 works out to be H 65/- per equity share (650% of the paid-up value) as against the total dividend of H 40/- per equity share (400% of the paid-up value) declared in the previous year.

As per Finance Bill 2020, dividend declared / paid after 1st April 2020 will be taxable in the hands of the shareholders. Shareholders are requested to visit www.hil.in/investor-relations for the FAQs on the dividend tax.

The total dividend for the financial year is H 48.84 Crore and the Company has transferred H 10.00 Crore to the General Reserves out of the profits for the year.

The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, July 23, 2022 to Friday, July 29, 2022, both days inclusive, for determining the entitlement of the shareholders for the final dividend for the financial year ended March 31, 2022 and for annual book closure.

The Record Date for payment of final dividend is Friday, July 22, 2022 for determining the entitlement of members for final dividend for the financial year 2021-22.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), the Board of Directors of your Company have adopted a Dividend Distribution Policy. The policy lays down a broad framework and factors which the Board would consider for deciding the distribution of dividend to its shareholders. The said policy is available on the Company''s website https://hil.in/investor-relations/ policies/

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2022 was H 754.11 Lacs. During the year under review, the Company has issued 21360 equity shares on exercise of options by an eligible employee and there are no shares with differential voting rights, nor sweat equity issued by the Company.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange India Limited and BSE Limited. The annual listing fees for the year 2021-22 has been paid to these exchanges.

During the year 2022, the Issued and Listed Capital of the Company has increased due to allotment of equity shares to eligible employee on exercise of options under HIL Employee Stock Option Scheme, 2015.

STATE OF COMPANY''S AFFAIR

Your Company has with grit and resilience overcome the challenges during the last year however, while the committed workforce has well aligned itself with the new business norms, the key focus of the Company remains to be Employee Health and Safety while ensuring profitable growth.

Your Company institutionalised "Six Sigma" "Lean Management Systems" "Learning Management Tool" across its manufacturing units and other key enabling functions which has helped to achieve operational excellence and supported the initiative of our continuing efforts in driving the costs effectively.

Your Company''s in-house initiative " Nayi Disha" an Idea Management Platform enabling employees to share their ideas for cost optimization and growth of the business, has seen a qualitative response from the employees registering 1572 ideas from them. This platform is extensively utilized to harness employee involvement towards new idea generation and cost reduction.

Roofing Solution

Your Company has enhanced its market leadership position in this business backed by its loyal customers and retailers. Along with your Company''s strong brand presence across rural India and focus on new dealer/sub-dealer recruitment and engagement activities, Digital Connect and âCash is King'' approach has yielded a good outcome for the Company and helped to boost sales while improving net sales realizations.

To cater to the rural demand in the first quarter, we focused on inventory & logistics planning and worked out aggressive dealer wise targets, which helped gain exceptional market share in Q1. Despite the pandemic challenges, the last leg connects with our channel partners backed by firm commitment and passion of all our employees across functions have made FY22 the most successful year in the history of your company.

Our aggressive counter acquisition drive saw us achieve 1000 new counters during the year, enabling the roofing business to register an impressive double-digit growth in volume terms over the previous year. Your Company is confident to further consolidate its leadership position in this industry.

"Charminar" and "Charminar Fortune" brands continue to enjoy the trust of the customers backed by your Company''s enhanced Customer-centric approach, unparalleled quality, enhanced after sales customer service, deep routed supply chain network and widely spread depots and dealer network. This has helped the Company to mitigate the headwinds faced in the industry with ease.

Building Solutions

Building Solutions business consists of Wet Walling and Dry Walling solutions, which cater to various requirements of building industries/commercial spaces/Covid centers/ Labour hutments and infrastructure segments. Due to the pandemic and lockdown, overall demand was low during H1, but as the construction activities picked up from third quarter onwards - our all-out efforts resulted in improved Business performance during the second half of the year.

In order to get better realization for your Building Solutions products, we cherry-picked customers and markets closer to the manufacturing plants and aggressively focused on product specifications through our technical sales team to gain prestigious and high-value projects in the infrastructure and health care segments with far better realizations.

In FY22, your Company concentrated on growing the building solutions business by best utilization of available capacity. Your Company continued its approach as a comprehensive solutions provider in the building materials category by offering all relevant products under one roof thereby retaining and enhancing its customer base. Having achieved the maximum capacity utilization in the previous year, the Company has focused on process efficiency and lean management principles in these factories to optimize the costs further.

Polymer Solutions

This vertical consists of Pipes & Fittings and Wall Putty marketed under the brand name "Birla HIL''. During FY22, Polymer Solutions business grew 36% over FY21 by entering new geographies by enhancing the team and its capabilities, selective brand spend, expansion of distribution network, expansion of product portfolio and through forging of strong connect with influencers and customers.

Birla HIL Pipes

Birla HIL Pipes offers a wide range of plumbing solutions, including cPVC, uPVC, Column Pipes, SWR, Pressure & UGD Pipes and Fittings and Water Tanks confirming with related IS or ASTM specifications. These are ideal for household, industrial and commercial applications producing eco-friendly, anti-microbial, and cost-effective suitable solutions for carrying drinking water. Your company has a state of the art DSIR-approved R&D facility where inhouse recipes are designed and new innovations to improve quality are undertaken. Birla HIL Pipes and Fittings have a unique TrueFitâ¢ technology that offers 100% leak-proof joints and enhances the value propositions for consumers.

During FY22, Birla HIL Pipes showed a healthy growth of 52% over FY21, outperforming the industry growth. Your company has grown ~6X in last 4 years in the Pipes & Fittings segment. This was enabled by strategic focus on Tier 2 and Tier 3 towns in retail segment together with focused approach on technical sales in B2B segment. In addition, in this financial year, as part of our continued range expansion drive, we have added ~200 new SKUs to our portfolio.

Birla HIL Putty

Birla HIL Putty now has a pan-India presence, and we are continuously working and adding new channel partners to improve our presence in tier 2 and tier 3 towns. The expansion helped us grow by ~38% over the last Financial Year. With superior quality, Birla HIL putty has created a strong and loyal customer base. We have added Gypsum Plaster and Waterproof Putty to our product portfolio to cater to our increased customer demand.

Birla HIL Wall Putty made with cutting-edge "TRUE COLOUR" technology and is effective on all types of cementitious surfaces. Pure white in colour, its strong adhesive properties ensures a powerful bond between the base and the paint.

Flooring Solutions

Parador - a leading international premium brand for flooring Solutions with its "Made in Germany" & "Made in Austria" quality products -a perfect blend of design and technology. Parador''s Innovative and sustainable products make it highly complementary to the existing product portfolio, which enables the Company to market its widened product range to more than 80 countries across the globe.

Introduction of E-business by augmenting its "Online Brand Store" and focus on "DIY Kits" were key success factors to positively impact Parador Germany business.

PARADOR is well aware of the pivotal role the flooring has in enhancing the aesthetic appeal of virtually all utilitarian structures, including residential, industrial and commercial buildings. Among the flooring types, wood floors are considered environmentally friendly, durable, and easy to clean. Changing lifestyles, a growing urban population, a rise in spending on home renovation and enhancement, and increasing consumer demand for eco-friendly materials are some of the key growth drivers augmenting demand for wood flooring. With a refinancing, housing, and remodeling trends remaining strong, the prospects for wood sales are bright. The generally positive outlook and stable demand for wood flooring is also spurred by advances in material and technology, which include water-resistant products and digital printing. In days to come preference for green products is expected to kindle consumer interest and re-energize demand patterns.

Amid the COVID-19 crisis, the global market for Wood Flooring estimated at US$43.2 Billion in the year 2020, is projected to reach a revised size of US$55.8 Billion by 2026, growing at a CAGR of 4.3% over the analysis period. Over the years, laminate flooring has gained popularity as a flooring material. The laminate flooring has been largely used owing to their developments in design and printing technology and the launch of unique product designs by manufacturers, fueling global demand for laminate flooring. Vinyl flooring is a type of resilient and robust flooring, which is significantly being used in construction applications associated with the residential and commercial projects.

The European floor covering market is expected to witness a strong rate during the forecast period. Some of the major factors attributing to the demand for flooring products in this region are increasing disposable income, growth in the residential real estate in the region, and rising demand for luxury flooring options. There is a growing trend of spending on the styling and interiors of the living spaces among consumers, leading them to spend more on home furnishings such as carpets, rugs, and other floor coverings that add to the aesthetic appeal of interiors. Europe is an attractive region of the flooring market, despite strict regulations on products such as PVC and other laminated flooring coverings that cause VOC emissions.

During the year Parador has reported a Net Revenue of H 154794 Crore as against H 1479.34 Crore in previous year recording a growth of 5%. The Profit Before Tax, which was hugely impacted due to extra-ordinary increase in costs in raw materials, for the year stood at H 46.72 Crore as against H 100.17 Crore in previous year resulting to a de-growth of 53%. As the transient headwinds subside, Parador will return to its profitable growth model.

Awards & Recognition

1. Twin awards: Most Trusted Brand'' & ''Brand of the Year Water Technologies- Pipes'' for Birla HIL Pipes at 6th Realty INEX Awards 2022, realty industry awards and conclave. These Awards recognized Birla HIL Pipes for its âexemplary performance and achievement'' and âcontribution to making a positive difference in the Indian real estate industry''. Realty is the oldest and most respected real estate publication in the country. The event saw Indian and international architects

and building product brand leaders joining to discuss the way forward for the design and construction industry.

2. The Economic Times Best Brands in Building Materials & Fittings Industry for 2021 - Birla HIL Pipes & Putty was awarded as Best Brands in building materials & fittings for

2021. The Economic Times Best Brand is a research-based initiative that endeavors to ''highlight brands that have gained customers'' confidence, maintained their positions over a period, and sailed successfully through dynamic market challenges''. Birla HIL''s innovative product offerings and the legacy of CK Birla Group make it the best brand that is built around trust and its customer-centric approach.

3. Birla HIL Putty was adjudged as India''s Most Trusted'' for

2022. This award from Team Marksmen recognizes the trust and quality standards instituted at Birla HIL Putty. Birla HIL Putty is constantly setting high standards. Our cutting-edge ''True Colour Technology'' enables true reflection of the colours of selected paint shade. This innovative & technically superior product is behind the trust of our customers.

4. IBC Infomedia recognized Birla HIL Pipes as India''s Most Trusted Brand 2021. Awarded on the basis of extensive market research, expert analysis and an attribute-based qualitative research approach, it is a distinctive recognition for your company.

Great Place to Work, 2022

Your Company has been certified as a Great Place to Work for the fourth time in a row for 2022-23. Trust lies at the heart of building a great workplace culture. This philosophy is deeply embedded in HIL''s culture, which is evident in the significant difference we have made in the trust index score; from 86 last year to 94 this year, a giant leap of 8 points. This coveted recognition is an affirmation of our continuous efforts in nurturing and building a High-Trust and High-Performance culture at HIL. We have also been recognised as India''s Best Workplaces in Manufacturing 2022 - Top 30, Best workplaces in Cement and Building Materials Industry 2021; and chosen as India''s Best Companies to Work for 2022, ranked at 57 All this goes towards employee''s grit, determination and unwavering commitment towards your organisation to deliver stupendous results.

Economic Times - Asia''s Most Promising Leader of the Year

Mr. Dhirup Roy Choudhary, Managing Director and CEO of HIL Limited was conferred with the prestigious ''Most Promising Business Leaders of Asia Award 2021-22'' by The Economic Times, for the fourth consecutive year marking a significant achievement, and testimony to his persistent endeavors towards strengthening an innovation-led organization and leading and shaping the business demographics of HIL.

Super brand Award

Super brand is the world''s largest independent arbiter of branding. It pays tribute to the strongest and most valuable brands in the world. ''Super brand Status'' strengthens a brand''s image, adds prestige and sets the brand apart from its competitors. HIL brands "Charminar" and "Birla Aerocon" have been the recipients of this prestigious award this year as well.

Top 100 Top-Innovator

The TOP 100 honours the most innovative companies in the German SME sector. TOP 100 has been on the market for over 25 years and is the only competition that honours innovation management and is therefore the most important award for innovative companies in the SME sector.

Only creative companies with visions and a sense for the new make it into the ranks of the 100 most innovative medium-sized companies in Germany. Parador has already been included for the 5th time and has been awarded the "Top 100" seal of quality for its sophisticated innovation management.

Good Design Award 2022

The Good Design Awards are one of the oldest international design awards and have been promoting excellence in design and innovation since 1958. Each year, the programme attracts new and innovative design projects from around the world and recognises the best in all areas of design, architecture, engineering, research and social innovation. Created by Ray and Charles Eames, the Good Design Awards are presented annually by the Chicago Athenaeum and an international jury of experts and are among the most prestigious and distinguished design awards in the world.

After the Open Frameworks Design Edition, Parador has now received this award a second time, now for the One Ground Design Edition floors.

Annual Multimedia Award for Parador Online Brand Store The Parador Online Brand Store, which has been successfully combining the digital and analogue worlds of the Coesfeld-based premium manufacturer of products for floor, wall and ceiling design since June last year, has now been awarded "Silver" at the Annual Multimedia Award 2022. In the E-Commerce & Onlineshop category, Parador''s Online Brand Store was able to win a silver trophy at the Annual Multimedia Award 2022 and thus join a gallery of renowned national and international award winners. A total of 103 projects were recognised for their digital excellence this year. "Building a clever brand identity and communicating it credibly to the target group is how projects score points with the jury this year," reads the official announcement on Parador''s successful participation.

Reddot winner 2021

After the products of our "One Ground Design Edition" already received a Red Dot Award for product design in March, the accompanying campaign has now received the Red Dot Award: Brands & Communication Design 2021. We are proud of this honour and very pleased!

Online award for e-commerce-concept

Our Online Brand Store, which was launched in June last year, has now been awarded 3rd place with the Deutscher Preis fur Online-Kommunikation (DPOK) in the category "Building & Real Estate"

Life & Living Award 2022 for Parador The news channel NTV and the German Institute for Service Quality have presented the Life & Living Awards 2022. In the "Wood Flooring" category, Parador is one of this year''s award winners, as has now been announced. CSO Stefan Kukenhohner accepted the award.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis is appended as Annexure (I) to this report as per the requirements of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the period under review, there were no changes to the Board of Directors of your Company. Pursuant to the provisions of Section 149 & 184 of the Companies Act, 2013 and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Independent Directors of the Company have submitted a declaration that each of them meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and SEBI Regulations and there has been no change in the circumstances which may affect their status as an Independent Director during the year.

In accordance with provisions of Section 152 of the Companies Act, 2013 and pursuant to Articles of Association of the Company, Mr. CK Birla (DIN: 00118473) Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The brief details required to be disclosed in accordance with Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, Companies Act, 2013 and Secretarial Standards is included in the notice of the ensuing Annual General Meeting forming part of this Annual Report.

Mr. Dhirup Roy Choudhary, Managing Director and CEO was first appointed on January 16, 2017 for a term of five (5) years. He was re-appointed effective January 16, 2022 consequent to the expiry of his initial term on January 15, 2022 by the Board at its meeting held on December 06, 2022 for another term of five (5) years. His re-appointment and remuneration continued on the same terms as that of his initial tenure which expired on January 15, 2022.

Further the Nomination and Remuneration Committee at its meeting held on May 12, 2015 approved and recommended the Employee Stock Option Scheme 2015 to the Board and the Board at its meeting held on May 12, 2015 recommended the said Scheme for Members approval and the Members at their meeting held on July 30, 2015 approved the said Scheme. The Scheme was made applicable to the eligible employees and Mr. Dhirup Roy Choudhary, Managing Director and CEO was one of the eligible employees subject to the terms and conditions of the Scheme. Consequent to the approval of the ESOPs Scheme by the Members at their meeting Mr. Dhirup Roy Choudhary, Managing Director and CEO, certain options vested in Mr. Dhirup Roy Choudhary, Managing Director and CEO and were due for grant in July 2021.

Further, as per the provisions of Section 197 and other applicable provisions of the Companies Act, 2013 ("the Act"), read with Schedule V thereof and the Rules made thereunder, the maximum managerial remuneration payable to the managing director in respect of any financial year may exceed 5% of the net profits of the Company, calculated as per Section 198 of the Act, provided the same is approved by the members of the Company by way of a special resolution. For the purpose of assessing the proportion of the remuneration to the net profits of the Company, all elements of remuneration package such as salary, benefits, bonuses, stock option, pension, perquisites etc. are taken into consideration.

Pursuant to the approval of the Nomination and Remuneration Committee, from time to time, Mr. Dhirup Roy Choudhary, Managing Director and CEO of the Company (Director Identification Number: 07707322), has been granted Stock Options ("Options") - under the HIL Limited Employee Stock Option Scheme 2015" ("ESOP 2015") as a part of his compensation package. The details of these grants have been appropriately disclosed in the Annual Reports of the Company. The perquisite value of the Options, exercised by Mr. Dhirup Roy Choudhary during any financial year forms part of his total remuneration. The perquisite value is the differential value between the fair market price of shares on the date of exercise of Options and the exercise price. The perquisite value is directly linked to the fair market value of the shares of the Company on the date of exercise of Options. During the financial year 2021-22, as per vesting schedule under ESOP Scheme 2015, certain number of options have vested in him. These options were exercised and allotted to him on November 01, 2021 by the Nomination and Remuneration Committee within the meaning of the subject ESOP Scheme as well as the respective Board approvals. Taking into account the perquisite value which gets added to his remuneration, the total managerial remuneration payable to him exceeds 5% of the net profits of the Company purely due to inclusion of the perquisite value of options exercised by him during the year 2021-22 and no cash pay-out has been made to him. His cash remuneration excluding the perquisite value arising out of ESOPs is well within the prescribed limits under section 197 of the Companies Act, 2013.

In view of the above, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on May 06, 2022, approved and accordingly recommends to the members an increase in the managerial remuneration limit in excess of 5% of the net profits of the Company (computed in the manner as laid down in Section 198 of the Act) thereby seeking Members consent to ratify the excess amount of H 422.07 Lacs paid to Mr. Dhirup Roy Choudhary, Managing Director and CEO during the year 2021-22. The Board of Directors recommends the proposal and the resolution for approval of members of the Company, as set out at Item No. 5 & 6 of the Notice.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, details of the Key Managerial Personnel of the Company.

Sl No	Name of the Person	Designation	Remarks
1	Mr. Dhirup Roy Choudhary	Managing Director & CEO	Ongoing
2	Mr. KR Veerappan	Chief Financial Officer	Resigned *
3	Mr. Mahesh Thakar	Company Secretary & Head Legal	Ongoing

*He ceased to be CFO of the Company on close of working hours of May 10, 2022.

There were no other changes in the Key Managerial Personnel of the Company and the Company is in compliance with the required provisions of Section 203 of the Companies Act, 2013.

BOARD & COMMITTEES BOARD MEETINGS

The Company has a professional Board with an optimum combination of executive, non-executive and independent

directors i ncluding one woman director who bring to the table the right mix of knowledge, skill and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

During the year, Six (6) meetings of Board of Directors of the Company were convened and held in accordance with the provisions of the Companies Act, 2013. The date(s) of the Board Meeting, attendance by the directors are given in the Corporate Governance Report forming part of this annual report.The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

None of the Directors are disqualified under Section 164(2) of the Act. Certificate on non-disqualification as required under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is forming part of the Corporate Governance Report.

Independence of the Board

The Board of Directors of the Company comprises of optimum number of Independent Directors. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 149(6) of the Act:

1. Mr. V V Ranganathan

2. Dr. Arvind Sahay

3. Mrs. Gauri Rasgotra

All the above Directors have registered themselves with the Independent Director''s Data Bank. The Company has received necessary declarations from each Independent Director under Section 149 of the Act and Regulation 25 of the Listing Regulations, confirming that he / she meets the criteria of independence laid down in Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations.

COMMITTEES OF THE BOARD

As per regulatory requirements and with a view to have focused deliberation, the Board has constituted following committees.

AUDIT COMMITTEE

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During the year Five (5) meetings of the Committee were held, the details along with the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations

2015. During the year three (03) meetings of the Committee were held, the details of the composition of the Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Nomination and Remuneration Committee.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, a formal evaluation of the performance of the Board, its Committees, the Chairman and the individual directors is conducted.

Structured forms covering evaluation of Board, Committees of the Board, Chairperson, Independent Directors and non-independent directors are devised for evaluation by all the Directors and Director''s rate against various criteria such as composition of Board, receipt of regular inputs and information, functioning, performance and structure of Board Committees, skill set, knowledge and expertise of directors, preparation and contribution at Board meetings, leadership etc.

Based on the recommendation of the Nomination and Remuneration Committee, the Board reviews the key skills/ expertise/competence of the Board of Directors, so that the Board of Directors comprises of a diverse and multidisciplinary group of professionals with requisite skills/expertise/competence who can contribute towards providing strategic direction to the Company''s management upholding the highest standards of Corporate Governance.

Further, as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the following is the matrix of skills and competencies on which all Directors are evaluated:

? Governance and Board service

? Business Understanding

? Risk/Legal/Regulatory Compliance

? Information Technology/ Accounting/Financial Experience

? Industry/Sector Knowledge

? Strategy development and implementation

FAMILIARISATION PROGRAMME FOR DIRECTORS

In addition to giving a formal appointment letter to the newly appointed Director on the Board, a detailed induction plan covering the role, function, duties, responsibilities and the details of compliance requirements expected from the director under the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are given and explained to a new Director.

Pursuant to Regulation 25(7) of Listing Regulations, conducting familiarization programmes for the Directors in the Company is a continuous process, whereby Directors are informed, either through presentations at the Board or Committee meetings, board notes, interactions or otherwise about industry outlook, business operations, future strategies, business plans, competitors, market positions, products & new launches, internal and operational controls

Key risks and their mitigation arising out of reviews by the Committee are assessed and reported to the Audit Committee on a periodic basis. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

The Risk Management Policy details the Company''s objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities.

During the year, the Risk Management Committee, Audit Committee and the Board have reviewed the elements of risk and the steps taken to mitigate the identified risks. In their opinion, apart from the existing challenges posed by the Covid pandemic, there are no major elements of risk, which has the potential of threatening the existence of the Company and as an organization, your Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator.

ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the Company for the financial year 2021-22 can be accessed through the web link on the Company''s website https://hil.in/investor-relations/2022-annual-report/

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of compliance certificate received from the executives of the Company and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors state that:

I. In preparation of the Annual Accounts for the year ended March 31,2022 all the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and Companies Act, 2013 have been followed and there were no material departures.

II. We have adopted 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 and of the profit of the Company for the financial year ended March 31, 2022.

III. We have taken proper and sufficient care 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.

IV. The Annual Accounts for the year ended March 31, 2022 has been prepared on a going concern basis.

V. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

over financial reporting, budgets, analysis on the operations of the Company etc. Pursuant to Regulation 46 of Listing Regulations, the details required are available on the Company''s website https://hil. in/investor-relations/familiarization-program/.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

Corporate Social Responsibility Committee of the Company meets the requirements of Section 135 of the Companies Act, 2013. The details of the composition of the Corporate Social Responsibility Committee as required under the provisions of Section 135 of the Companies Act, 2013 is given in the Corporate Governance Report which forms part of this annual report.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, the brief outline of the Corporate Social Responsibility (''CSR'') policy of the Company and the initiatives undertaken by the Company on the CSR activities during the year are given in Annexure (II) to this report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. The said policy is available on the Company''s website "https://hil.in/investor-relations/policies/CSR Policy"

As per the provisions of Section 135 of the Companies Act, 2013, 2% of average net profits of the Company for the immediately preceding three financial years calculated as per Section 198 of the Companies Act, 2013 works out to H 290.10 Lacs and the Company has spent an actual of H 291.15 Lacs on CSR activities in the areas of educations, preventive healthcare, supporting tribal community with education and vocational training and safety related initiatives.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE (SRC)

The Stakeholders Relationship Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During the year Four (04) meetings of the Committee were held, the details along with the composition of the Committee as required under the provisions of Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Committee.

RISK MANAGEMENT COMMITTEE

In terms of the provisions of the Listing Regulations, your Company has voluntarily constituted a Risk Management Committee comprising of all the members of the Audit Committee along with the Managing Director & CEO, Chief Financial Officer and Head -Internal Audit of the Company. The Risk Management Committee is mandated to review the risk management process of your Company. The Company Secretary acts as the Secretary to the Committee.

The Company has an elaborate Risk Management framework in place, which helps in identifying the risks and proper mitigation thereof and also lays down the procedure for risk assessment and its mitigation through an internal Risk Management Committee.

VI. The systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company is committed to sound Corporate Governance and best corporate practices. The report on Corporate Governance for the year ended March 31, 2022 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed herewith as Annexure (III). The Certificate from the Auditors of the Company M/s. B S R & Associates LLP, Chartered Accountants, [ICAI Firm Registration Number: 116231W/ W-100024] regarding compliance of conditions of Corporate Governance is attached to the report of Corporate Governance forming part of this annual report.

POLICIESVIGIL MECHANISM

Pursuant to the requirement laid down in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Company has a Whistle Blower Policy as part of its Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with reported concerns and that no discrimination whatsoever is allowed to be practiced against any person who has genuinely raised a concern. The designated officer/ Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud/ misconduct at [email protected]. A High Level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

The details of the same are provided in the Report on Corporate Governance forming part of this report. The Whistle Blower Policy is also posted in the Investors section of the Company''s website www. hil.in on the following link https://hil.in/investor-relations/policies/

The complaints received under Vigil Mechanism Policy will be investigated thoroughly and detailed update including action taken, if any, on the same will be presented to the Audit Committee and Statutory Auditors of the Company. There was one complaint received during the year and the same has been resolved.

REMUNERATION POLICY

Nomination and Remuneration Policy ("Remuneration Policy") of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate Directors on the Board, Key Managerial Personnel and the Senior Management Officers. Our Business Model promotes customer centricity and requires employee mobility to address project needs. The Remuneration Policy supports such mobility through pay models that are at par with industry standards.

The Nomination & Remuneration Policy is in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same provided in the Corporate Governance Report. The Nomination & Remuneration Policy is also

posted in the Investors section of the Company''s website www.hil. in on the following link https://hil.in/investor-relations/policies/

PREVENTION OF SEXUAL HARASSMENT POLICY

Diversity and Inclusion is one of the major thrusts of your Company this year enabling an equal opportunity to all; it has been an endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and appropriate working conditions. As per provisions of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" the Company has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

During the year under review, no complaint of sexual harassment was received by the Company. Details as per Section 21 and 22 of the POSH Act are as under:

Number of cases pending as on the beginning of the financial year	Nil
Number of complaints filed during the financial year	Nil
Number of cases pending as on the end of the financial year	Nil
Number of workshops or	The Company regularly conducts
awareness programs against	necessary awareness programs
sexual harassment carried out	for its employees and all employees are provided detailed education during the induction.
Nature of action taken by the employer or district officer	Not Applicable

RELATED PARTY TRANSACTIONS

The Company is having a robust process of identifying and monitoring of related party transactions. All related party transactions that were entered into during the financial year under review were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions entered or transacted by the Company with Related Parties, Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Power) Rules, 2014, all Related Party Transactions are placed before the Audit Committee for review and approval, the Board and shareholders, wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations and applicable Accounting Standards. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm''s length.

All Related Party Transactions entered during the financial year 2021-22 were in ordinary course of business and at arm''s length

basis. Your Company did not enter into Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, during the year under review.

A summary statement of the transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on quarterly basis. The requisite details of the related party transactions entered into during the financial year are provided as Annexure (IV) to this report.

The Related Party Transaction Policy of the Company is available on the Company''s website https://hil.in/investor-relations/policies/

None of the Directors, other than to the extent of their shareholding, receipt of remuneration/ commission, has any pecuniary relationships or transactions vis-a-vis the Company and None of Directors are relatives to each other.

OTHER POLICIES

The Company has also adopted the following policies, as required by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same are available on the website of the Company https://hil.in/investor-relations/policies/

? Dissemination of Material Events Policy.

? Documents Preservation Policy.

? Monitoring and Reporting of Trading by Insiders.

? Code of Internal Procedures and Conduct for Regulating Code of Practices and Procedures for Fair Disclosures.

? Material Subsidiary Policy.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalised. Systems, processes, and procedures are periodically reviewed and appropriately revised to strengthen them to mitigate emerging risks associated with the growing size and complexity of your Company''s operations.

AUDITORSSTATUTORY AUDITORS

The Company''s Statutory Auditors, BSR & Associates LLP Chartered Accountants (ICAI Regn. No.-116231W/W-100024), were appointed as the Statutory Auditors of the Company for a period of five years i.e. from the conclusion of 70th Annual General Meeting held on July 18, 2017 till the conclusion of the 75th Annual General Meeting to be held in 2022. Accordingly, the term of M/s. BSR &

Associates LLP Chartered Accountants, Statutory Auditors of the Company will come to end on conclusion of ensuing 75th AGM of the Company to be held on July 29, 2022.

In view of the above, it is proposed to appoint M/s. B S R and Co, Chartered Accountants (FRN - 128510W), as Statutory Auditors of the Company under the provisions of section 139 and 142 of the Companies Act, 2013 read with Rules made thereunder. The Company received their consent along with a certificate confirming that they have not attracted any disqualifications as prescribed under the Companies Act, 2013 and the Chartered Accountant Act, 1949 read with rules made thereunder. The Audit Committee at its meeting held on May 6, 2022, reviewed the credentials of M/s. B S R and Co, Chartered Accountants (FRN - 128510W) and recommended for their appointment; accordingly, the Board at its meeting held on May 6, 2022 considered the recommendations of the Audit Committee and approved appointment of M/s. B S R and Co, Chartered Accountants (FRN - 128510W) as statutory auditors of the Company under the provisions of section 139 and 142 of the Companies Act, 2013 read with Rules made thereunder for a term of five years i.e. from the conclusion of 75th Annual General Meeting of the Company till the conclusion of 80th Annual General Meeting of the Company to be held in year 2027, at such terms and conditions as may be agreed between the Board and the Auditors including the remuneration of H 93.00 Lacs (Rupees Ninety Three Lacs only) (excluding applicable taxes) and in addition the agreed remuneration actual out-of pocket expenses incurred by them for the purpose of audit and the applicable taxes shall be reimbursed.

It is further informed that the Board recommended the appointment of M/s. B S R and Co, Chartered Accountants (FRN - 128510W) for approval of the members by way of Ordinary Resolution as set out under the item No. 4 of the notice annexed with this annual report in terms of the provisions of section 139 and 142 of the Companies Act, 2013 read with Rules made thereunder.

B S R & Associates LLP Chartered Accountants (ICAI Regn. No. 116231W/W-100024) who are the statutory auditors of the Company has issued an unmodified Auditor''s Report (Standalone & Consolidated) Financial Year ended March 31, 2022 and during the year, the Auditors have not reported any matter under Section 143 (12) of the Act, and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

INTERNAL AUDITORS

The Company has an effective fulltime in-house and professionally competent internal audit team, which regularly monitors the effectiveness of the internal control systems. This function reports to the Audit Committee and the Managing Director about the adequacy and effectiveness of the internal control systems of your Company as well as the periodical results of its review of the Company''s operations as per an approved internal audit plan duly approved by the Audit Committee. The in-house internal audit team works in tandem with M/s. Ernst and Young, LLP whose professional services have been availed by the Company to audit specific locations and processes as per the Internal Audit plan approved by the Audit Committee. Together they provide a robust framework.

The recommendations of the internal audit teams on improvements in the operating procedures and control systems for strengthening the operating procedures were also presented periodically to the Audit Committee.

During the year under review, the Internal Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the rules framed thereunder, the cost audit records maintained by the Company in respect of its specified products are required to be audited by a Cost Auditor. The Board of Directors, on recommendation of the Audit Committee, appointed M/s. S.S. Zanwar & Associates, as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March 2023 at a remuneration of H 8.00 Lacs plus out of pocket reimbursements.The requisite resolution for ratification of remuneration of Cost Auditor by the shareholders of the Company has been set out in the Notice of ensuing AGM. The Cost Auditor has certified that their appointment is within the limits as prescribed under Section 141(3)(g) of the Act and that they are not disqualified from such appointment within the meaning of the said Act

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and rules framed thereunder, the Board of Directors, on recommendation of the Audit Committee, appointed M/s. PS. Rao and Associates, Company Secretaries to undertake the secretarial audit of the Company. Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Company has received a certificate from the Secretarial Auditor, interalia, confirming that their appointment is within the limits laid down by the Act and rules made thereunder, is as per the term provided under the Act, they are not disqualified for being appointed as Secretarial Auditor under the provisions of applicable laws and

also that there are no pending proceedings against them involving matters of professional misconduct.

The Secretarial Audit Report issued by M/s. PS. Rao & Associates, Company Secretaries for the financial year ended March 31, 2022 is given in Annexure (V) attached hereto and forms part of this report. The report does not contain any qualifications, reservations or adverse remarks.

The Company has undertaken an audit for the financial year 2021-22 for all applicable Securities and Exchange Board of India ("SEBI") compliances as per circular dated February 08, 2019 issued by the SEBI. The Annual Secretarial Compliance Report issued by M/s. PS. Rao & Associates, Company Secretaries has been submitted to the Stock Exchanges within the prescribed time limit.

During the year under review, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees /Security provided and Investments made during the Financial Year ended March 31, 2022 is given in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and the same is provided in the notes to financial statements.

DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on March 31, 2022.

SUBSIDIARIES AND JOINT VENTURES The following is the group structure of your Company:
S. No.	Legal name of the entity	Relationship	Country of incorporation and Date	Full address
1	HIL LIMITED	Holding Company	India, 23.06.1955	Office No 1 & 2, Level 7 SLN Terminus, Gachibowli, Hyderabad, Telangana - 500032
2	HIL International GmbH	Subsidiary (Wholly Owned Subsidiary)	Germany, 03.072018	Millenkamp 7-8, 48653 Coesfeld, Germany
3	Parador Holding GmbH	Step Down Subsidiary (WOS to HIL International GmbH)	Germany, 20.06.2016	Millenkamp 7-8, 48653 Coesfeld, Germany
4	Parador GmbH	Step Down Subsidiary (WOS to Parador Holding GmbH)	Germany, 21.09.2015	Millenkamp 7-8, 48653 Coesfeld, Germany
5	Parador Parkettwerke GmbH	Step Down Subsidiary (WOS to Parador GmbH)	Austria, 10.04.1998	Wiener Strasse 66, 7540 Gussing, Austria
6	Parador (Shanghai) Trading Co., Ltd.	Equity Joint venture (50%) of Parador GmbH and (50%) Horgus Oriental Glamour Co., Ltd,.	Republic of China, 08.08.2018	Room 1006, Floor 10, No, 233 Taicang Road, Huangpu District, Shanghai Municipality, the People''s Republic of China

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has appointed Dr. Arvind Sahay, Independent Director as a Director on the Board of HIL International GmbH, Germany (wholly owned subsidiary).

Supercor Industries Ltd

Your Company holds 33% of the share capital in Supercor Industries Limited ("Supercor"), a Company incorporated under the laws of Nigeria. The State Government of Bauchi, Nigeria and other shareholders hold the remaining 67% of the share capital in Supercor.

During the year there is no significant development at Supercor Industries Limited. Company has already suspended its operations since the year 2016 due to cash flow crisis. Your Company has already informed the Board of Supercor Industries Limited about its intention to sell its stake and has not been participating in any of the discussions of the Board / Management for last three years. The Interim Board set up by the Nigerian Government is not responsive and your Company is awaiting to hear from the Board of Supercor Industries Limited for deciding further course of action.

In view of the above, your Company is not in a position to obtain any information/financials from the Joint Venture entity and hence the consolidated financial statements does not include the financial performance of Supercor Industries Ltd.

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/ Associate Companies/Joint Ventures in Form AOC-1 is attached as Annexure (VI) to this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements has been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. As per the provisions of Section 136 of the Companies Act, 2013, the Company will also place separate Audited accounts of its Subsidiaries on its website.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in Annexure (VII) to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review your Company has complied with the respective Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meeting and General Meetings.

HUMAN CAPITAL AND INDUSTRIAL RELATIONS

Your Company believes that the quality of its employees is the key to its continued growth and success. Hence, HIL is committed to providing necessary Human Resource development and training opportunities to equip employees with new skills to enable them to adapt to contemporary technological advancements. We practice and promote an open, fearless and transparent, value based culture in the organization. The recruitment process is aligned to attract the best talent available and diversity at workplace is another priority that has significant emphasis of the Company.

Your Company''s management firmly believes that a stable and peaceful industrial relation is key to the success of your organization. Over the years, the management has made sincere and continued efforts for the development of an atmosphere of mutual trust, cooperation, confidence and respect, duly recognizing the rights of the workers. A robust labour law compliance mechanism is in place to help the organization run its businesses in the most ethical and efficient manner.

The Company''s employee engagement program - JOSH - makes learning activities fun by indulging in various programmes like festive celebrations, sports events, health care activities, cultural nights with family events, etc. to create an overall healthy work environment. We are committed to build an open and transparent culture, through which employees can provide feedback without any fear. The organization is committed to the welfare and career growth of its people.

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

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure (VIII) attached hereto and forms part of this report.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2)(f) of the Listing Regulations mandates the inclusion of Business Responsibility Report ("BRR") as part of the Annual Report for top 500 listed companies which was thereafter amended to top 1000 listed companies with effect from December 26, 2019, based on market capitalization as on March 31 every year. In compliance with the Listing Regulations, BRR of your Company for the financial year 2021-22 is included in the Annual Report as Annexure (IX).

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting aspirational targets and improving economic performance to ensure business continuity and rapid growth.

EMPLOYEE STOCK OPTIONS

The Company has two operative Employees Stock Option Schemes

i.e HIL Limited Employees Stock Option Scheme 2015 and HIL Limited Employee Stock Option Scheme 2019, which provides for grant of Stock Options to eligible employees of the Company.

Nomination & Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employees'' Stock Option Scheme(s) of the Company in accordance with the Securities and Exchanges Board of India (Share Based Employee Benefits) Regulations, 2014, as amended from time to time ("SEBI Regulations").

During the year there were no new options granted to the employees of the Company.

The details of Employee Stock Options pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and SEBI (Share Based Employee Benefits) Regulations, 2014 and erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided as Annexure (X)

Certificate from M/s. PS. Rao & Associates, Company Secretaries, Secretarial Auditors of the Company confirming that the scheme has been implemented in accordance with the SEBI Regulations will be placed at the forthcoming Annual General Meeting of the Company for inspection by the members.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT

During the year under review, no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year March 31, 2022 to which the financial statements relate and the date of signing of this report.

During the year, there is no application made or any proceeding pending on the Company, under the Insolvency and Bankruptcy Code, 2016.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

OTHER STATUTORY DISCLOSURES

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issues of sweat equity shares.

3. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto ("the Rules"), all shares in respect of which dividends have not been paid or claimed for seven consecutive years or more shall be transferred to Investor Education and Protection Fund (IEPF).

In line with the aforesaid provisions, during the year, unclaimed interim dividend declared for the FY 2014-15 & unclaimed final dividend declared for the FY 2013-14 along with the underlying shares on which dividend has not been claimed for seven consecutive years have been transferred to IEPF.

The List of shareholders whose dividends/ shares have been transferred to IEPF is available on the website of the Company https://hil.in/investor-relations/unclaimed-divided-shares-due-to-transfer-to-iepf/ and also the procedure for claiming such unclaimed dividends/ shares from IEPF has been made available on website of the Company https://hil.in/investor-relations/procedure-for-claiming-shares-transferred-to-iepf/.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all the stakeholders of the Company for their continued support and express their sense of gratitude to the customers, vendors, banks, financial institutions, channel partners, business associates, Central and State Governments for their co-operation and look forward to their continued support in future. Your Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels and applaud them for their superior levels of competence, dedication and commitment towards your Company.

On behalf of the Board of Directors CK Birla

Place: New Delhi Chairman

Date: May 06, 2022 (DIN No. 00118473)

Mar 31, 2019

Dear Members''

The Directors'' are pleased to present the 72nd Annual Report along with Standalone and Consolidated Financial Statements for the year ended March 31, 2019. The year gone by saw various significant achievements, as a momentous milestone achieved during the year is to take your Company global by acquiring âParadorâ - a German based leading international premium brand in Flooring Solutions, having its manufacturing base in Germany, Austria and exports to 80 Countries .

Your Company believes that the acquisition of Parador is a step towards expanding HIL Brand globally. During the year under review, your Company made its brand presence felt in many ways, which was well received by all the stakeholders including its loyal customers and employees.

Your Company continued to maintain its market leadership in India in the relevant operating segments by expanding its brand presence and market reach and delivered profitable growth for the second consecutive year.

Your Company was recognized as a ''Great Place to work'', which acknowledges the efforts made by the management to carry the employees together as ''One HIL''.

The financial numbers on a consolidated basis includes the transactions of the Wholly Owned Subsidiary (WOS), HIL International GmbH, Germany from July 4, 2018 to March 31, 2019, encompassing the financials of Parador Holding GmbH, Germany (Including its subsidiaries) for a period from August 27, 2018 to March 31, 2019.

Summary of Financial Results

(Rs, in Crores)

Particulars	Standalone		Consolidated
	2018-19	2017-18	2018-19
Total Revenue	1513.71	1348.68	2234.77
Earnings Before Interest, Depreciation & Tax	222.27	170.67	281.41
Less : Interest	19.35	3.87	25.16
Depreciation	42.81	46.90	68.56
Profit Before Tax and Exceptional items	160.11	119.91	187.69
Less: Exceptional items	-	-	21.16
Profit before Tax	160.11	119.91	166.53
Less : Taxes	58.59	39.15	65.14
Profit for the year	101.52	80.75	101.40
Other Comprehensive Income - net of tax	(0.60)	(0.57)	(10.15)
Total Comprehensive Income for the year	100.92	80.18	91.24

Revenue

Continuing its growth trajectory, your Company has once again delivered a splendid performance in both quantitative and qualitative terms in the current year. All the business verticals outperformed over the last year numbers.

During the year under review, the net revenues from operations on a standalone basis has increased to RS,1481.94 Crores from RS,1326.17 Crores in the previous year

- registering a growth of 12%. On a consolidated basis, your Company crosses the RS,2000 Crores revenue for the first time to register net revenue from operations during the financial year 2018-19 of RS,2208.02 Crores.

Interest

As mentioned above, one of the significant milestone during the year was successful acquisition of the German based leading flooring solutions company âParadorâ, the funding for which was meticulously planned by a combination of funds from internal accruals and debt through banks in India and Europe at an attractive interest rates, which has helped your Company to limit the interest costs substantially.

In view of the above, interest cost for the year 2018-19 has increased to RS,19.35 Crores on a standalone basis as against RS,3.87 Crores during the previous year. On a consolidated basis, interest cost for the financial year 2018-19 stood at RS,25.16 Crores.

Profit Before Tax

During the year under review, your Company achieved a standalone Profit Before Tax (PBT) of RS,160.11 Crores as against RS,119.91 Crores in the previous year, thus registering a growth of 34%, mainly driven by various operational cost saving initiatives and well outlined sales strategies to improve net realizations. This is after paying an interest of RS,14.73 Crores paid towards loan taken for acquisition of 100% shareholding of Parador Holding GmbH, Germany. On a consolidated basis, profit before tax for the year 2018-19 stood at RS,167.07 Crores.

Net Worth

The Standalone Net Worth as at March 31, 2019 improved to RS,646.86 Crores as against RS,566.12 Crores as on March 31, 2018. On a consolidated basis, the Net Worth of your Company for the financial year 2018-19 stood at RS,637.19 Crores.

The earnings per share (basic) grew by 26% during the year i.e H135.94 per share as on March 31, 2019 as against RS,108.21 as on March 31, 2018. The book value per share as at March 31, 2019 was at RS,853/- as against RS,759/- as on March 31, 2018.

Credit Rating

During the year under review, your Company has borrowed RS,273 Crores in India to fund acquisition of 100% shareholding of Parador Holding GmbH, Germany, which has resulted in a substantial increase in long term debt. However, owing to continuing good performance of your Company and after detailed evaluations, the rating agencies, have retained the long term rating at the existing levels.

The Credit Ratings assigned to various debt instruments are as below:

Sl No.	Agency	Type	Rating
1	ICRA	Long Term - Cash	''ICRA AA-/
		Credit Facilities	(Stable)''
2	ICRA	Short Term - Debt	''ICRA A1 ''
3	ICRA	Short Term	ICRA A1
		-Commercial
		Paper
4	India Ratings	Long Term - Term	''IND AA-/
		Loan	(Stable)''

Dividend

During the year under review, the Board of Directors has declared an interim dividend of H12.50 per equity share (125% of the paid-up value). Your Directors are pleased to recommend a final dividend of H12.50 per equity share (125% of the paid-up value) for your consideration and approval at the ensuing Annual General Meeting of the Company.

With the proposed final dividend, the total dividend for the year 2018-19 works out to be H25.00 per equity share (250% of the paid-up value) as against the total dividend of H22.50 per equity share (225% of the paid-up value) declared in the previous year.

The total dividend outgo would amount to RS,22.52 Crores (Including Corporate dividend tax) and the Company has transferred RS,10.00 Crores to the General Reserves out of the profits for the year.

The Company has fixed July 17, 2019 as Record Date for the purpose of determining the entitlement of the shareholders to the final dividend for the financial year ended March 31, 2019. The Register of Members and Share Transfer Books of the Company will remain closed from July 18, 2019 to July 24, 2019, both days inclusive.

Share Capital

The paid up Equity Share Capital as on March 31, 2019 was RS,7.50 Crores. During the year under review, the Company has issued 8780 equity shares on exercise of options by eligible employees and there are no shares with differential voting rights, nor sweat equity issued by the Company.

Listing With Stock Exchanges

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for financial years 2019-2020 and 2018-19 have been paid to these exchanges.

During the financial year 2018-19, the Issued and Listed Capital of the Company has increased due to allotment of Equity Shares (8780) to eligible employees on exercise of options under HIL Employee Stock Option Scheme, 2015.

State of Company''s Affair

Your Company continued to accelerate its business performance and gain momentum during the year under review and its focused and committed approach combined with its unique market/product based strategies helped it to grow its market share in all its product categories with better realizations.

Your Company always believes that optimizing cost and improving the operational excellence is core to maintain the profitability in the competitive environment. In line with this, your Company has initiated âSix Sigmaâ and âLean Management Systemsâ in all its manufacturing facilities, aiming to achieve operational excellence with optimal cost management.

Your Company has added capacities in the growing product ranges in line with its focus on high potential geographies resulting in significant growth in revenue and profits.

Roofing Solutions:

Your Company retained its market leadership position owing to the deep rooted trust it enjoys from its customers, backed with various market penetration, dealer initiatives and brand enhancement schemes undertaken during the year, and thus expanded its business reach in a competitive environment.

âCharminarâ, Asia''s best consumer brand, continue to enjoy its leadership owing to the legacy gained over the last 7 decades clubbed with enhanced Customer centric approach, superior quality than competition, better post sale customer service, deep routed supply chain network and widely spread depots and dealer network. This has adequately supported the business to mitigate the headwinds faced in the industry.

âCharminar Fortuneâ, a product from the in-house R&D team, which was introduced last year by your Company to cater the requirement of the institutional segment, has received a positive response from the customers. Our technical solutions team and sales team are constantly working to enhance the customer base by including this product into the approved catalogues of various institutions. The quality and performance of this product has positively surprised the market, which has helped us install the product in prestigious locations. During the year, your Company associated with âChhatrapati Shivaji Terminusâ, which is a historic railway station and a UNESCO World Heritage Site in Mumbai, Maharashtra, by supplying Charminar Fortune sheets, to give a new look to the station.

Your Company believes this advanced research-based green roofing solution with excellent load bearing capacity, thermal resistance, sound proofing, fire resistance and a life of many decades will be a game changer in markets within and outside our Country and will take the Company to newer heights in the years to come.

Overall the roofing business ended the year with a growth of 4% in quantity terms over the previous year and we continue to consolidate our position in the industry.

Building Solutions

Building Solutions business consists of Wet Walling and Dry Walling products, which caters to the various requirements of customers in residential/commercial spaces. During the year the demand for these products have gone up, which resulted in reporting an improved financial performance for this segment.

Various marketing activities along with selective focus on high yielding orders helped the Company to increase its sales by more than 7% during the year under review as compared to last year, resulting in full capacity utilization of this business. The growth in volumes was aptly supported by on-going Government initiatives.

Your Company continued its position as a comprehensive solutions provider in the building materials category by offering all relevant products under one roof thereby retaining and enhancing its customer base. The company management''s vision was to improve the operational efficiencies in this business before enhancing capacities, which has been achieved in the year gone by.

Wet-Walling Solutions

Wet-Walling category consists of âFly Ash Blocksâ, an eco-friendly building material, âSmart fixâ, and âSmart Plasterâ under the brand name âBirla Aeroconâ. All products cohesively offer a complete range of solutions to the stakeholders in the Building Material industry.

Fly Ash Blocks - an eco-friendly building material product, with unique combination of strength, low weight, cost-effectiveness and durability, has helped your Company to gain huge market share in the Building solutions and continue its leadership position.

During the year under review, Fly Ash Blocks has achieved a growth of 7% in quantity terms over the previous year, which was subdued due to capacity constraints. Fly Ash Blocks along with Smart Fix and Smart Plaster continue to be a preferred choice among the builders and dealers.

Dry-Walling Solutions

Dry-Walling category consists of âPanelsâ, âBoardsâ and âSmart bondâ under the brand name âBirla Aeroconâ. Panels & Boards continue to be the preferred choice of the Architects and designers. Technical solutions team of the Company works closely with the Architects and Designers to provide them requisite support wherever required for promoting these products. With strong sales force and better relationship with external stakeholders backed by premium brand, this product category registered a growth of 14% in quantity terms during the year under review as compared to the previous year. Your Company continues to maintain its preferred position in this category as well.

Thermal Insulation

Thermal Insulation business under the brand HYSIL, has reported a growth of 20% in quantity terms due to enhanced sales efforts and improved demand from domestic and overseas customers for their new projects.

Polymer Solutions

This vertical consists of Pipes & Fittings and Wall Putty marketed under the brand name âBIRLA HILâ. During the last quarter of the financial year under review, the Wall Putty business was moved from âBuilding Solutionsâ vertical to âPolymer Solutionsâ vertical due to high synergies with Pipes & Fittings business in the retail space.

Pipes & Fittings

To further strengthen the Brand, your Company has taken strategic decision to rebrand Pipes & Fittings and sell under âBIRLA HILâ Pipes and fittings, Your Company believes that this initiative will combine the Legacy & Goodwill of BIRLA & HIL, while recognizing HIL''s dominance in building solutions sector and helped us to create a Brand based on Reliability, Quality & Trust.

During the year under review, the Pipes & Fittings business registered a robust growth of 110% in revenue terms over the previous year. The said growth was mainly driven by capacity and product portfolio enhancement, expanding the dealer base and augmenting well-planned marketing activities, including investment in Television Commercials activities, with quality centric approach. Augmentation in capacity and product portfolio has been achieved by investing a sizeable amount in establishing capacity for launching new product categories. Your Company added capacity at its Golan Plant, taking total capacity at Golan to 16,000 MT. In addition to this, expansion was also initiated at Thimmapur plant. After completing all the above projects, the aggregate capacity of your company for Pipes and Fittings will be increased to 30700 MT by end of September 2019.

With key focus on strengthening Brand, your Company launched TV Commercials, which were aired across all leading TV Channels in November and December 2018. Your Company believes that with these initiatives, awareness of âBIRLA HILâ Brand with consumers will further increase and strengthen on PAN India basis. With strengthening of relationships with the trade channels, plumbers, influencers and builders/developers, will result in improved trust which will directly influence the performance of this division going forward.

Wall Putty

During the year, Wall Putty business almost doubled as the brand awareness increased multi-fold from different territories. The Wall Putty business ended the year at RS,117.28 Crores in revenue terms as compared to RS,60.17 Crores registered in FY 2017-18, there by resulting in 94% growth over last year. In order to meet the growing demand for this product, your Company expanded its manufacturing capacity from 60,000 MT to 1,65,000 MT during the year. Your Company is also committed to expand its manufacturing foot print further for this product in the Western and Southern Regions as the demand picks up, which will further boost demand for this product

Flooring Solutions

With the acquisition of 100% shareholding in Parador Holding GmbH, Germany, your Company has enhanced its global presence.

âParadorâ - a leading international premium brand for flooring Solutions with its "Made in Germanyâ & "Made in Austriaâ quality products, is a perfect blend of design and technology. Innovative and sustainable products makes it highly complementary to your Companies existing product portfolio, which will enable the Company to market its widened product range across the globe.

âParadorâ, founded in Cosefeld Germany in 1977, has two manufacturing facilities, one each in Cosefeld, Germany and Gussing, Austria, with three distinct product categories namely; Engineered wooden flooring, laminate flooring and resilient wooden flooring. Having international presence in 80 Countries, it continues to be the leading brand in Europe.

The above acquisition was done in all-cash consideration, which was funded by a combination of internal accruals, onshore & offshore debt at competitive rates.

During the year, âParadorâ has expanded its foot prints by setting up Parador (Shanghai) Trading Co., Ltd, China, the first ever Joint Venture of Parador GmbH, Germany and opened its first world class showroom in Shanghai with its state of art, digitally led distribution system for Premium flooring products. This will help your Company to expand its business aggressively in China and other parts of the Asian markets.

During the period August 27, 2018 to March 31, 2019, Parador Group has reported a Net Revenue of RS,726.08 Crores with a Profit Before Tax of RS,6.42 Crores after absorbing one time exceptional spend of RS,21.16 Crores.

Branding

Your Company commenced its brand enhancement journey in a serious way since last year and is committed to enhance its business performance and reach by continuously investing in its brands. As part of the brand promotion activity, your Company has associated with the Indian Premier League (IPL) by partnering with Chennai Super Kings (CSK) for the last two years, resulting in significant increase in brand recognition. There is a sense of pride amongst the channel partners and employees, which reflected in their overall performance during the year under review. Company''s management wanted to establish HIL as a global brand from its previous image of being a Hyderabad based company and have gone a long way towards successfully creating this image in the minds of all the stakeholders with the help of these promotions. Your Company also aimed to boost HIL brand visibility as well as its reach amongst its consumers, dealers, and influencers and has been successful in achieving the same.

The TV commercials released by the Company displaying its global reach and extensive portfolio of products was greatly appreciated. Your Company received several awards and accolades for all its brand led activities undertaken during the year under review.

Your Company is looking forward to benefit from similar associations in the coming years as well and believe it will lead to brand-led business growth among all the verticals. Your Company''s caption âHIL - Together, We Buildâ has proven to be a game-changer towards strengthening the brand''s commitment and supporting its vision of building a dream nation with its innovative products. While the quality of products is a prerequisite for progressive growth for HIL, it will be driven by diversification and enhancement of its products. These associations will highlight HIL as a one-stop shop solutions provider for all building requirements for modern construction.

The philosophy of Together, We Build is synonymous not just with our products but also with our brand persona, which is reflected in all our activities.

Awards

Great Place to Work

Your Company is proud of being certified as a âGreat Place To Workâ in its first attempt for the year 2019-20. This goes to prove the confidence of all employees have in your Company and commends on the efforts taken by the management towards building an impeccable performance-based organization.

Asia''s most promising Leader of the Year

Mr. Dhirup Roy Choudhary, Managing Director and CEO of your Company was conferred with the prestigious ''Most Promising Business Leader in Asia Award 2018'' by The Economic Times, marking a significant achievement, and testimony to his persistent endeavors towards strengthening an innovation-led organization and leading and shaping the business demographics of HIL, India''s leading and Asia''s most trusted building material company.

The award was presented to a handful of business leaders of India, China and other South East Asian countries in Hong Kong early this calendar year.

Golden Peacock National Quality Award 2018

Your Company bagged the Golden Peacock National Quality Award 2018, which is one of the most prestigious awards in the field of Quality, Innovation and Business Excellence.

The award was presented to HIL at the 29th World Congress on Leadership for Business Excellence & Innovation - Dubai Global Convention on March 6, 2019 by the UAE Minister Dr. Tayeb Kamali.

India''s Best Company of the Year

Your Company is proud to have received The Best Company of the Year Award 2018, in category of building materials, for the second time in a row at an awards ceremony held in Mumbai by IBC INFOMEDIA (A Division of International Brand Consulting Corporation, New Jersey, USA). This selection was based on overall market share, innovation, workplace culture, leadership, business ethics, Governance, Corporate Social Responsibility and such other factors.

ACEF Customer Engagement Forum

In an elaborate ACEF Customer Engagement Forum awards ceremony held in Mumbai on October 5, 2018, your Company won 3 gold awards in the categories of Best rural activation for Sales Volume, Most Effective use of Sponsorship and Event Marketing and Young Marketing Leader of the year. The awards were won for the association with CSK and brand building initiatives undertaken by your Company.

Abby Awards

Considered as the Oscars of advertising and marketing, your Company bagged two silvers and one bronze award for its Pipes & Fittings TV Commercial. This TV Commercial was also sponsored for the Cannes Festival this year.

Superbrand Award

Superbrand is the world''s largest independent arbiter of branding. It pays tribute to the strongest and most valuable brands in the world. ''Superbrand Status'' strengthens a brand''s position, adds prestige and sets the brand apart from its competitors. Your Company''s brands âCharminarâ and âBirla Aeroconâ have been recipients of this prestigious award this year as well.

APIIC Award

Andhra Pradesh Industrial Infrastructure Corporation awarded your Company''s Kondapalli unit with the best green belt award.

Asia''s Most Trusted Company of the year, 2018

Your Company was conferred with ASIA''S MOST TRUSTED COMPANY OF THE YEAR, 2018 by IBC Infomedia Pvt. Ltd. for the second consecutive year. ASIA''S MOST TRUSTED BRANDS & COMPANIES AWARDS identify and rewards those which have maintained the highest standards of product integrity and brand development.

Iconic Brand, 2018

Your Company was recognized as an "ICONIC BRAND, 2018â by The Economic Time Iconic Brands 2018. The Economic Time Iconic Brands 2018 is an endeavour to feature successful brand stories by outlining the DNA of the legendary brands of Indian origin who have taken a deep dive into what has made these brands stand out and what are they doing as an ongoing process to live up-to the iconic status.

Management Discussion & Analysis Report

A Report on Management Discussion & Analysis is appended as Annexure (I) to this report as per the requirements of Securities and Exchange Board of India (Listing Obligations & Disclosures Requirements) Regulations 2015.

Directors'' & Key Managerial Personnel

The following were the changes to the Board of Directors of your Company:

- Dr. Arvind Sahay (DIN: 03218334) was appointed as an Additional Director w.e.f February 8, 2019 and was also appointed as an Independent Director for a period of 5 years i.e from February 8, 2019 to February 7, 2024);

- Mr. V. V. Ranganathan (DIN: 00060917) was appointed as an Additional Director w.e.f March 19, 2019 and was also appointed as an Independent Director for a period of 5 years i.e from March 19, 2019 to March 18, 2024);

- Mrs. Gauri Rasgotra (DIN: 06862334) was reappointed as an Independent Director for a period of second term of 5 years i.e from May 8, 2019 to May 7, 2024;

- Mr. Yash Paul (DIN: 00580681) Independent Director of the Company has resigned due to personal reasons from the directorship of the Company w.e.f March 19, 2019. The Board places on record its deep appreciation for the valuable services rendered by him during his association of about 19 years as a Director and Independent Director of the Company.

- Late Mr. P. Vaman Rao (DIN: 00069771) Independent Director of the Company has resigned due to his health reasons from the directorship of the Company w.e.f February 8, 2019. The Board places on record its deep appreciation for the valuable services rendered by him during last 5 decades as a Director and Independent Director of the Company. The Company also pays homage to this great leader on his demise during the latter part of the year.

As per Section 149, 152 and 160 of the Companies Act, 2013, Dr. Arvind Sahay and Mr. V. V. Ranganathan hold the office of Director, as Additional Director, until the date of the ensuing Annual General Meeting of the Company and are eligible for appointment as a Director. Keeping in view their experience and expertise, the Board recommends their appointment as Director(s) and Independent Director(s) for a period of 5 years. The Resolution proposing their appointment will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the Company.

As per Section 149 of the Companies Act, 2013 and keeping in view the vast expertise and experience, the Board recommends the reappointment of Mrs. Gauri Rasgotra as Independent Director for a second term of 5 years. The Resolution proposing her appointment will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the Company.

In accordance to provisions of Section 152 of the Companies Act, 2013 and pursuant to Articles of Association of the Company, Mr. Desh Deepak Khetrapal (DIN: 02362633) Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

For Director seeking appointment/re-appointment at the ensuing Annual General Meeting of the Company, their brief resume and other details required to be disclosed in accordance with Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, Companies Act, 2013 and Secretarial Standards is included in the notice of the ensuing Annual General Meeting forming part of this Annual Report.

Pursuant to the provisions of Section 149 & 184 of the Companies Act, 2013 and under Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, Independent Directors of the Company have submitted a declaration that each of them meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015 and there has been no change in the circumstances which may affect their status as an Independent Director during the year.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Dhirup Roy Choudhary, Managing Director & CEO, Mr. KR Veerappan, Chief Financial Officer and Mr. G Manikandan, Company Secretary & Financial Controller are the Key Managerial Personnel of the Company and during the year under review there was no change in the Key Managerial Personnel of the Company.

Board & Committees

Board Meetings

During the year eight meetings of Board of Directors of the Company were convened and held in accordance with the provisions of the Companies Act, 2013. The date(s) of the Board Meeting, attendance by the directors were given in the Corporate Governance Report forming part of this annual report. The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Committees of The Board

As per regulatory requirements and with a view to have focused deliberation, the Board has constituted following committees.

Audit Committee

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. During the year four meetings of the Committee were held, the details along with the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

Nomination & Remuneration Cum Compensation Committee

Nomination & Remuneration cum Compensation Committee meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. During the year four meetings of the Committee were held, the details of the composition of the Nomination and Remuneration cum Compensation Committee as required under the provisions of Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Nomination & Remuneration cum Compensation Committee.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually and the Committees of the Board.

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination & Remuneration cum Compensation Committee and Independent Directors, with specific focus on the performance and effective functioning of the Board and Individual Directors.

Structured forms covering evaluation of Board, Committees of the Board, Chairperson, Independent Directors and no independent directors were circulated to all the Directors and Directors were requested to rate the same against various criteria taking into consideration the inputs received from

Directors, covering aspects of the Board''s functioning such as adequacy of the Composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of the Individual Directors including the Chairman of the Board. The Directors'' performance was evaluated on parameters such as level of engagement and contribution in strategy and safeguarding the interest of the Company etc.

The entire Board carried out the performance evaluation of the Independent Directors. Further the Independent Directors carried out the performance evaluation of the Chairman and Non Independent Directors.

Based on the recommendation of the Nomination & Remuneration cum Compensation Committee, the Board reviews the key skills/ expertise/competence of Board of Directors, so that Board of Directors comprises of a diverse and multidisciplinary group of professionals with requisite skills/expertise/competence who can contribute towards providing strategic direction to the Company''s management upholding the highest standards of Corporate Governance.

Further, as per the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulation 2015, the following is the matrix of skills and competencies on which all Directors will be evaluated from the financial year 2019-20 onwards.

- Governance and Board service

- Business Understanding

- Risk/Legal/Regulatory Compliance

- Information Technology/Accounting/Financial Experience

- Industry/Sector Knowledge

- Strategy development and implementation

Familiarization Programme for Directors

In addition to giving a formal appointment letter to the newly appointed Director on the Board, a detailed induction plan covering the role, function, duties, responsibilities and the details of compliance requirements expected from the director under the Companies Act, 2013 and relevant Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given and explained to a new Director.

During the year all new directors appointed were provided with a formal familiarization and a detailed orientation about the Company.

Corporate Social Responsibility Committee (CSR)

Corporate Social Responsibility Committee of the Company meets the requirements of Section 135 of the Companies Act, 2013. The details of the composition of the Corporate Social Responsibility Committee as required under the provisions of Section 135 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, the brief outline of the Corporate Social Responsibility (''CSR'') policy of the Company and the initiatives undertaken by the Company on the CSR activities during the year are given in Annexure (II) to this report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. The said policy is available on the Company''s website "http://hil.in/investors-relations/â.

As per the provisions of Section 135 of the Companies Act, 2013, 2% of average Net Profits of the Company for the immediately preceding three financial years calculated as per Section 198 of the Companies Act, 2013 works out to RS,1.63 Crores and the Company has spent RS,2.05 Crores on CSR activities in the areas of healthcare, education and others.

Stakeholders'' Relationship Committee (SRC)

The Stakeholders'' Relationship Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. During the year four meetings of the Committee were held, the details along with the composition of the Committee as required under the provisions of Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Committee.

Extract Of Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed thereunder, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure (III) and forms part of this Report.

Directors'' Responsibility Statement

Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors state that:

I. In preparation of the Annual Accounts for the year ended March 31, 2019 all the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and Companies Act, 2013 have been followed and there were no material departures.

IV. The Annual Accounts for the year ended March 31, 2019 has been prepared on a going concern basis.

V. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

VI. The systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Corporate Governance

Your Company is committed to good Corporate Governance coupled with adhering best corporate practices. The report on Corporate Governance for the year ended March 31, 2019 pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed herewith as Annexure (IV). The Certificate from the Auditors of the Company B S R & Associates LLP, Chartered Accountants, [ICAI Firm Registration Number: 116231W/ W-100024] regarding compliance of conditions of Corporate Governance is attached to the report of Corporate Governance forming part of this annual report.

Policies

Whistle Blower Policy

Pursuant to the requirement laid down in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015, the Company has a Whistle Blower Policy as part of its Vigil Mechanism to deal with instance of fraud and mismanagement, if any. The framework ensures that strict confidentiality is maintained whilst dealing with concerns and that no discrimination is meted out to any person for a genuinely raised concern. The designated officer/ Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud/ misconduct at whistleblower^ hil.in. A High Level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

The details of the same are provided in the Report on Corporate Governance forming part of this report. The Whistle Blower Policy is also posted in the Investors section of the Company''s website www.hil.in on the following link http://hil.in/investors-relations/.

All the complaints received under Vigil Mechanism Policy were investigated thoroughly and detailed update including action taken, if any, on the same was presented to the Audit Committee and Statutory Auditors of the Company.

Remuneration Policy

Nomination & Remuneration Policy ("Remuneration Policyâ) of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate Directors on the Board, Key Managerial Personnel and the Senior Management Officers. Our Business Model promotes customer centricity and requires employee mobility to address project needs. The Remuneration Policy supports such mobility through pay models that are at par with industry standards.

The Nomination & Remuneration Policy is in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the same provided in the Corporate Governance Report. The Nomination & Remuneration Policy is also posted in the Investors section of the Company''s website www.hil.in on the following link http://hil.in/investors/codes-policies/.

Sexual Harassment Policy

Diversity and Inclusion is one of the major thrust of your Company this year and provides an equal opportunity to all; it has been an endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions. As per provisions of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013â has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

During the year under review, no complaint of sexual harassment was received by the Company. Details as per Section 21 and 22 of the POSH Act are as under:

Number of cases pending at the beginning of the financial year	Nil
Number of complaints filed during the financial year	Nil
Number of cases pending at the end of the financial year	Nil
Details of workshops or	The Company regularly
awareness programmes	conducts necessary
against sexual harassment	awareness programs for
carried out	its employees and all employees are provided detailed education during the induction.
Nature of action taken by the employer or district officer	Not Applicable

Related Party Transactions

The Company is having a robust process of identifying and monitoring of related party transactions. All related party transactions that were entered during the financial year under review were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions entered or transacted by the Company with Related Parties, Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Power) Rules, 2014, all Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for transactions, which are of repetitive in nature and / or entered in the ordinary course of business and are at arm''s length with related parties.

All Related Party Transactions entered during the financial year 2018-19 were in ordinary course of business and at arm''s length basis. Your Company entered no Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, during the year under review.

Risk Management

The Company has an elaborated Risk Management framework in place, which helps in identifying the risks and proper mitigation thereof and also laid down the procedure for risk assessment and its mitigation through an internal Risk Committee.

During the year, the Board reviewed the elements of risk and the steps taken to mitigate the risks and in the opinion of the Board there are no major elements of risk, which has the potential of threatening the existence of the Company and as an organization, your Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator.

Other Policies

The Company has also adopted the following policies, as required by Companies Act, 2013 and Securities and Exchange Board of India

Regulations and the same are available on the website of the Company (www.hi1.in/investors/ policies/)

- Dissemination of Material Events Policy.

- Documents Preservation Policy.

- Monitoring and Reporting of Trading by Insiders.

- Code of Internal Procedures and Conduct for Regulating Code of Practices and Procedures for Fair Disclosures.

- Material Subsidiary Policy.

Internal Financial Controls With Reference to Financial Statements

The Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include:

1. All transactions are recorded in the ERP system SAP.

2. Well defined policies, guidelines, and Standard Operating Procedures (''SOPs''), authorization and approval procedures.

3. The internal financial controls of the Company are adequate to ensure accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets and that the business is conducted in an orderly and efficient manner.

4. The Company has appointed Internal Auditors to check the Internal Controls and to ensure whether the work flow of the organization is in accordance with the approved policies of the Company; and

5. Systems to ensure compliances with prevalent status and statutory compliances are in place.

Auditors

Statutory Auditors

The Company''s Statutory Auditors, B S R & Associates LLP, Chartered Accountants (ICAI Regn. No.-116231W/ W-100024), were appointed as the Statutory Auditors of the Company for a period of 5 years i.e 70th Annual General Meeting (held on July 18, 2017) till the conclusion of the 75th Annual General Meeting to be held in 2022. Accordingly, B S R & Associates LLP, Chartered Accountants, Statutory Auditors of the Company will continue till the conclusion of 75th Annual General Meeting. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 141 of the Companies Act, 2013

There are no qualifications, reservations or adverse remarks made by B S R & Associates LLP, Chartered Accountants (ICAI Regn. No. 116231W/ W-100024) Statutory Auditors in their report for the Financial Year ended March 31, 2019 and during the year, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Internal Auditors

The Company has an in-house internal audit team, which monitors the effectiveness of the internal control systems. It reports to the Managing Director and Audit Committee about the adequacy and effectiveness of the internal control system of your Company. Your Company also obtains the services of Ernst and Young, LLP, and other reputed professionals to audit specific locations and processes for the year 2018-19.

The recommendations of the internal audit team on improvements in the operating procedures and control systems were also presented to the Audit Committee for strengthening the operating procedures.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the rules framed thereunder, the cost audit records maintained by the Company in respect of its specified products are required to be audited by a Cost Auditor. The Board of Directors, on recommendation of the Audit Committee, appointed S.S. Zanwar & Associates, Cost Accountants in Practice, (Registration No. 100283) Cost Auditors as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2020 at a remuneration of H7.00 lac plus other applicable taxes and actual travel, stay, conveyance and other miscellaneous expenses. Members are requested to ratify the remuneration payable to the Cost Auditors for the year 2019-20 at the ensuing Annual General Meeting of the Company, in accordance with Section 148 of the Companies Act, 2013.

The Cost Audit report for the financial year ended March 31, 2018 was duly filed with the Central Government within the due date and the Company has maintained the Cost Records/Accounts as required under Section 148 of the Companies Act, 2013.

During the year under review, the Cost Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees, Investments and Security made during the Financial Year ended March 31, 2019 is given in compliance with the provisions of Section 186 of the

Sl No.	Legal name of the entity	Relationship	Country of incorporation and Date	Full address
1	HIL LIMITED	Holding Company	India, June 23, 1955	Office No. 1 & 2, Level 7, SLN Terminus, Gachibowli, Hyderabad 500032
2	HIL International GmbH	Subsidiary (Wholly Owned Subsidiary)	Germany, July 4, 2018	MiUenkamp 7-8, 48653 Coesfeld, Germany
3	Parador Holding GmbH	Step Down Subsidiary (WOS to HIL International GmbH)	Germany, June 20, 2016	MiUenkamp 7-8, 48653 Coesfeld, Germany
4	Parador GmbH	Step Down Subsidiary (WOS to Parador Holding GmbH)	Germany, September 21, 2015	MiUenkamp 7-8, 48653 Coesfeld, Germany
5	Parador Parkettwerke GmbH	Step Down Subsidiary (WOS to Parador GmbH)	Austria, April 10, 1998	Wiener Strasse 66, 7540 Gussing, Austria
6	Parador (Shanghai) Trading Co., Ltd.	Equity Joint venture (50%) of Parador GmbH and (50%) Horgus Oriental Glamour Co., Ltd,.	Republic of China, August 8, 2018	Room 1006, Floor 10, No, 233 Taicang Road, Huangpu District, Shanghai Municipality, the People''s Republic of China
7	Supercor Industries Limited	Equity Joint Venture (33%)	Nigeria July 1, 1974	5 Ashaka Close, Industrial Estate, P.O. Box 51, Bauchi, Nigeria

Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and the same is provided in the notes to financial statements.

Deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on March 31, 2019.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Regulation 24A of the Securities and Exchange Board of India (LODR) Regulations, 2015 and rules framed thereunder, the Board of Directors, on recommendation of the Audit Committee, appointed P S Rao and Associates, Company Secretaries to undertake the secretarial audit of the Company.

The secretarial audit report issued by P S Rao and Associates, Company Secretaries for the financial year ended March 31, 2019 is given in the Annexure (VII) attached hereto and forms part of this report. The report does not contain any qualifications, reservations or adverse remarks.

Subsidiaries and Joint Ventures

During the year your Company has set up a Wholly Owned Subsidiary i.e HIL International GmbH, Germany for acquiring 100% shareholding of Parador Holding GmbH, Germany. The following is the group structure of your Company after the said acquisition:

During the year, Mr. Dhirup Roy Choudhary, Managing Director & CEO of the Company has been appointed as Managing Director on the Board of it''s Subsidiaries.

During the year, in compliance with the requirements of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations, 2015, your Company has appointed Dr. Arvind Sahay, Independent Director as Director on the Board of HIL International GmbH, Germany (wholly owned subsidiary)

Supercor Industries Ltd

Your Company holds 33% of the share capital in Supercor Industries Limited ("Supercorâ), a Company incorporated under the laws of Nigeria. The State Government of Bauchi, Nigeria and other shareholders holds remaining 67% of the share capital in Supercor.

As informed earlier, Supercor suspended its operations from November 2015, none of the employees of Supercor are attending office and the power connection at the offices of Supercor has also been discontinued. The winding-up petition filed by the Company in 2016 was dismissed in Nigerian Court. Interim Board has been set up by the Nigerian Government for assessing the revival of the operations. However, detailed plan of action from the interim Board of Supercor is awaited. While the investment and receivables are completely provided for, based on the current status, the Management believes there are no obligations for the Company towards Supercor.

In view of the above, Company is not in a position to obtain any information/financials from the Joint Venture entity and hence the consolidated financial statements does not include the financial performance of Supercor Industries Ltd.

As per the provisions of Section 129 of the Companies Act,

2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/ Associate Companies/Joint Ventures in Form AOC-1 attached as Annexure (VII) to this report.

Consolidated Financial Statements

The Consolidated Financial Statements prepared in accordance with Indian Accounting Standards "Ind ASâ as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. As per the provisions of Section 136 of the Companies Act, 2013, the Company will also place separate Audited accounts of its Subsidiaries on its website.

Employee Stock Options

The Company has an operative Employees Stock Option Scheme 2015 (ESOS-2015) which provides for grant of Stock Options to eligible employees of the Company.

Nomination & Remuneration cum Compensation Committee of the Board of Directors, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the Securities and Exchanges Board of India (Share Based Employee Benefits) Regulations, 2014 ("Securities and Exchange Board of India Regulationsâ).

The details of Employee Stock Options pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided in Annexure (VIII) to this report and there were no options granted to eligible employees during the period.

Certificate from B S R & Associates LLP, Chartered Accountants, (ICAI Firm Registration Number: 116231W/ W-100024), Statutory Auditors of the Company confirming that the scheme has been implemented in accordance with the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 will be placed at the forthcoming Annual General Meeting of the Company for inspection by the members.

Particulars of Employees

Compliance With Secretarial Standards

During the year under review your Company has complied with the respective Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

Material Development after the end of the year

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this Report.

Human Capital and Industrial Relations

Your Company believes that the quality of its employees is the key to its success and is committed to providing necessary human resource development and training opportunities to equip employees with additional skills to enable them to adapt to contemporary technological advancements and builds as a culture which encourages open, fearless and transparent communication. The recruitment process is aligned to attract the best talent available and Diversity at workplace is another priority that has significant emphasis of the Company

Your Company''s management firmly believes that a strong and stable industrial relation is key to the success of your organization. Over the years, the management has made sincere and continued efforts for the development of an atmosphere of mutual co-operation, confidence and respect, duly recognizing the rights of the workers. A rigorous labour law compliance mechanism is in place to help the organization run its businesses in the most ethical and efficient manner.

The Directors wish to place on record their sincere appreciation for the co-operation received from employees/workers at all levels.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure (X) attached hereto and forms part of this report.

Significant and Material Orders Passed by the Regulators/Court

During the year under review, no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company.

Material Changes and Commitments

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year March 31, 2019 to which the financial statements relates and the date of signing of this report.

Change in the Nature of Business

There has been no change in the nature of business of the Company

Investor Education and Protection Fund (IEPF)

In terms of Section 123, 124 and 125 of the Companies Act, 2013, the unclaimed dividends and shares wherein the dividends are unclaimed for a period of seven consecutive years for the Final Dividend for the year 2010-11, Interim Dividend for the year 2011-12 has been transferred to the IEPF Fund/Suspense account respectively. The details of shares transferred is available in the website of the Company.

Further, as per the provisions of Section 125, the share(s) wherein the dividend is unclaimed for a period of consecutive seven (07) years will be transferred to the suspense account as prescribed by the IEPF Rules, therefore the shareholders whose dividends are unclaimed for consecutive seven years from 2011-12 (list of the shareholders along with the unclaimed dividend details are available on the website of the Company www.hi1.in/investors are requested to claim their unclaimed dividend at the earliest.

Shareholders are requested to ensure their dividends are encashed on time. In case of non-encashment of dividends, shareholders are advised to approach the Company or RTA to claim their unclaimed dividends.

Acknowledgements

The Board of Directors take this opportunity to place on record their appreciation to all the Stakeholders of the Company, viz., customers, investors, banks, regulators, suppliers and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation to all the employees for their commitment and contribution towards achieving the goals of the Company.

On behalf of the Board of Directors

CK Birla

Place: New Delhi Chairman

Date : May 27, 2019 (DIN: 00118473)

Global Economy

Mar 31, 2018

Dear Members

This year marks the 71st year of the Company since incorporation and we take pride in being the market leader in the Building Material Segment with range of products available under the brands âCharminarâ, âCharminar Fortuneâ, âBirla Aeroconâ and âHYSILâ.

Your Board of Directors are pleased in presenting their report and the Audited Financial Statements of the Company (âthe Companyâ or âHILâ) for the year March 31, 2018.

Financial Results

(Rs. in lacs)

Particulars	2017-18	2016-17
Revenue	134868	126797
Earnings Before Interest, Depreciation & Tax	17068	12653
Less : Interest	387	518
Depreciation	4690	4095
Profit Before Tax and Exceptional items	11991	8039
Less : Exceptional items	0	688
Profit before Tax	11991	7351
Less : Taxes	3915	1889
Profit for the year	8075	5462
Other Comprehensive Income - net of tax	-57	-44
Total Comprehensive Income for the year	8018	5418

Note: The financial statements for the year ended March 31, 2018 are prepared under Ind AS (Indian Accounting Standards) and accordingly previous year numbers are re-casted in accordance with the provisions of Ind AS for comparative information.

Indian Accounting Standards (Ind AS)

The Ministry of Corporate Affairs (âMCAâ) vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (âInd ASâ) applicable to certain class of companies Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with the rules made thereunder. For your Company, the said new accounting standards are applicable from April 1, 2017 with a transition date of April 1, 2016. The impact on account of the transition is disclosed as part of notes to financial statements.

Revenue

Your Company, after witnessing 2 years of de-growth, is back to growth trajectory in the current year and delivered a good performance both in quantitative and qualitative terms wherein all the business verticals outperformed over last year numbers. The net revenue from operations on a standalone basis has increased to RS.1325.05 Crore from RS.1245.42 Crore in the previous year registered a growth of 6.4%. Our Roofing Segment has contributed to RS.856.70 Crore and Building Solutions has contributed to RS.399.86 Crore.

Profit Before Tax

During the year under review, your Company has reported a Profit Before Tax (PBT) of RS.119.91 Crore before considering other comprehensive income/expenditure as against RS.73.51 Crore reported in previous year thus registering a growth of 63%, mainly driven by cost saving initiatives taken across the Company.

Net Worth

The net worth as at March 31, 2018 improved to RS.566.12 Crore as against RS.503.52 Crore as on March 31, 2017. There is no long term interest bearing debt as on March 31, 2018.

The earnings per share grew by 48%, i.e RS.108.21 as on March 31, 2018 as against RS.73.19 as on March 31, 2017. While the book value per share as at March 31, 2018 was at RS.759/- as against RS.675/- as on March 31, 2017.

Credit Rating

During the year under review, ICRA upgraded the Companyâs long term rating to âICRA AA-/Stableâ and retained the short term rating at âICRA A1 â.

Dividend

During the year under review, the Board of Directors declared an interim dividend of RS.10.00 per equity share (100% of the paid-up value). Your directors are pleased to recommend a final dividend of RS.12.50 per equity share (125% of the paid-up value) for your consideration and approval at the ensuing Annual General Meeting of the Company.

With the proposed final dividend, the total dividend for the year 2017-18 works out to be RS.22.50 per equity share (225 % of the paid-up value) as against the total dividend of RS.20.00 per equity share (200% of the paid-up value) declared in the previous year.

The total dividend outgo would amount to RS.20.21 Crore (Including Corporate Dividend Tax) and the Company has transferred RS.10.00 Crore to General Reserves out of the profits for the year.

Liquidity

Exceptional focus and aggressive drive on working capital management during the year helped your Company to be debt-free for the second consecutive year and maintain sufficient cash to meet our operational and strategic requirements.

Share Capital

The paid up Equity Share Capital as on March 31, 2018 was RS.7.49 Crore. During the year under review, the Company has neither issued any shares with differential voting rights nor sweat equity.

Listing with Stock Exchanges

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the financial years 2017-2018 and 2018-2019 has been paid to these exchanges.

Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees and Investments as required under the provisions of Section 186 of the Companies Act, 2013 are provided in note no. 7 to the financial statements.

Deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on March 31, 2018.

State of Companyâs Affair

A focused approach and unique strategy adopted by the Company for each business division with an objective to achieve higher growth and profitability, furthered by various initiatives like expanding product capacities, launching of new products, cost optimization along with implementation of Goods and Service Tax (GST) by the Government; all contributed to an impressive performance by your Company both in terms of revenue and profitability.

Roofing Solutions:

Your Company continues to enjoy its leadership position and trust in the roofing industry, which helped the business to grow stronger, even in the highly competitive / price sensitive market. Goods and Service Tax implemented by the Central Government, effective July 1, 2017 reduced the tax rates to 18% which helped the Industry to grow as the product became more competitive to the end consumers. Enhanced Customer centric approach, focus on high potential geographies, marketing initiatives, cost optimisation and superior quality than its peers, continue to help your Company to overcome most of the challenges. The Coloured Steel Sheets continue to synergise with the existing retail network of your Company.

âCharminar Fortuneâ is a new addition to your Companyâs Roofing Solutions segment during the year; Next Gen nonasbestos corrugated roofing sheets in this industry. It has excellent load bearing capacity, thermal resistance, sound proofing, fire resistance and a life of many decades. This advanced research-based, green Roofing Solution has been developed in-house by your Company and we are confident that this will be a game changer in the industry and will take your Company to newer heights in the years to come.

Overall the roofing business ended the year with a growth of 6% in quantity terms over previous year and we continue to consolidate our position in the industry.

Building Solutions

In line with our evolving business strategies, we have rebranded âAEROCON as BIRLA AEROCONâ during the year. This re-branding exercise started paying off as the brand have demonstrated strong PULL factor in the market. Your Company continued its position as a comprehensive solution provider in building materials category by offering all relevant products under one roof.

Wet-Walling Solutions

Wet-Walling category consists of âFly Ash Blocksâ, an eco-friendly building material, âBirla Aerocon Block Jointing Mortarâ, âBirla Aerocon wall puttyâ and âBirla Aerocon Readymix Plasterâ. All Products together offers a complete range of solutions to the stakeholders in the Building Material industry.

Fly Ash Blocks continues to enjoy its leadership position in the construction industry in view of its superior quality and latest technology driven manufacturing processes. During the year under review, Fly Ash Blocks has achieved a growth of 5% in quantity terms over previous year. Fly Ash Blocks along with Birla Aerocon Block Jointing Mortar, Birla Aerocon wall putty and Birla Aerocon Readymix Plaster continue to be a preferred choice among the builders.

Dry-Walling Solutions

Dry-Walling category consists of âPanelsâ, âBoardsâ and âSmart bondâ under the brand name âBIRLA AEROCONâ. Panels & Boards continue to be the preferred choice of the Architects and Designers. With strong sales force and better relationship with external stakeholders backed by premium brand, this product category registered a growth of 12% in quantity terms during the year under review as compared to previous year. Your Company continues to maintain its preferred position in this category.

Government push towards creating âSmart Citiesâ offers great potential to your Company in Tier 2 & Tier 3 cities. Accordingly sales force augmentation is planned to derive maximum benefit from these segments. Unique concept selling approach, supported by the strong brand recall differentiates âBIRLA AEROCONâ from other players in the industry.

Thermal Insulation

Thermal Insulation business under the brand HYSIL, has reported a growth of 61% in quantity terms due to enhanced sales efforts and improved demand from industrial domestic and overseas customers for their new projects. Key driver for volume growth in this business will mainly depend on new capacity creation in the form of brown field or new green field projects by Industries.

Plumbing Solutions

During the year under review, the Pipes & Fittings business registered a growth of 34% in revenue terms as compared to previous year. The said growth was mainly driven by expanding the dealer base, well planned marketing activities and quality centric approach. The business realized the need for enhancing the product range to expand further. In this direction, your Company has invested sizeable amount in establishing capacity for launching new product categories. As a first step your company has set up a facility for manufacture of âSWR (Soil, Waste & Rain) Pipes and Pressure Pipesâ at its plant located at Faridabad, Haryana with an annual capacity of 2160 MT and also at its plant located at Golan, Gujarat with an annual capacity of 3060 MT These products are marketed under the brand â Birla Aeroconâ. Your company also is in the process of setting up CpVC and UpVC Pipes & Fittings facility at the Golan during the year 2018-19 which will further support the growth of this business.

Your Company believes that with this augmentation of the portfolio, relationships with the trade channel, plumbers, influencers and builders/developers will improve considerably thus in turn resulting in improved performance of this division.

Branding

As part of brand promotion activity, your Company has associated with the Indian Premier League (IPL) by partnering with Chennai Super Kings (CSK), which is making a comeback after two years. On account of this engagement, all the CSK playersâ uniforms will carry âHILâ, âCharminarâ and âBirla Aeroconâ brands endorsed.

With this association, the Company aims to boost HIL brand visibility as well as its reach amongst its consumers, dealers and influencers. The Companyâs caption âHIL - Together We Buildâ is a game-changer towards strengthening the brandâs commitment and supporting its vision of building a dream nation with its innovative products. While quality of products is a prerequisite for progressive growth for HIL, it will be driven by diversification and enhancement of its products. The association will highlight HIL as a one-stop shop solution provider for all building requirements for modern construction.

Awards

Indiaâs Best Company of the Year

Your Company was bestowed with the prestigious title of âIndiaâs Best Company of the Year - 2017â as well as âIndiaâs Most Trusted Brand of the Year - 2017â by IBC INFOMEDIA (A Division of International Brand Consulting Corporation, New Jersey, USA). This selection was based on overall market share, innovation, work place culture, leadership, business ethics, Governance, Corporate Social Responsibility and such other factors.

Excellence in Operational Manufacturing

In our continuous drive to excel in our manufacturing capabilities and as a result of various actions taken towards the same, your Company was bestowed with most prestigious award for âExcellence in Operational Manufacturingâ for three of its roofing manufacturing facilities from JIPM, Japan. The plants located at Kondapally, Andhra Pradesh and Sathariya, Uttar Pradesh challenged the âTPM Excellence Awardâ under Category A and Balasore Plant at Odisha challenged the same award under Category B.

The awards are also a testament to the dedication of the personnel associated with the respective facilities towards production excellence.

Best Management Award

The labour department of Government of Andhra Pradesh has awarded the roofing manufacturing plant at Kondapally, Andhra Pradesh with the âBest Management Award for 2017â. This acknowledges the excellent management practices, harmonious industrial relation and industrial productivity of your Company.

Goods and Service Tax Facilitation Award

The Commercial Taxes Department, Telangana felicitated your Company a Certificate of Appreciation & Memento, acknowledging the efforts in terms of assisting the department for testing the migration activities to Goods and Service Tax and also for extending requisite support to small traders in that range.

NAMC Award

The Roofing plant at Kondapally, Andhra Pradesh has bagged the prestigious âGold Awardâ from The National Awards for Manufacturing Competitiveness (NAMC) during the year. This signifies the quality oriented approach of your Company adopted for manufacturing the products.

Unnati

Charminar UNNATI, a programme run by your Company for customer loyalty rewards was adjudged the winner of Best use of relationship marketing in a loyalty program -B2B segment.

Management Discussion & Analysis Report

A Report on Management Discussion & Analysis is appended as Annexure (I) to this report as per the requirements of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

Directorsâ & Key Managerial Personnel

Pursuant to the provisions of Section 149 & 184 of the Companies Act, 2013 and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Mr. P Vaman Rao (DIN: 00069771), Mr. Yash Paul (DIN: 00580681) and Mrs. Gauri Rasgotra (DIN: 06862334), Independent Directors of the Company have submitted a declaration that each of them meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and SEBI Regulations and there has been no change in the circumstances which may affect their status as an Independent Director during the year.

In accordance to provisions of Section 152 of the Companies Act, 2013 and pursuant to Articles of Association of the Company, Mr. CK Birla (DIN: 00118473) Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

On recommendation of the Board, the members at their Annual General Meeting held on July 18, 2017 has appointed Mr. Dhirup Roy Choudhary (DIN: 07707322) as Managing Director & CEO (Key Managerial Personnel) for a period of 5 years w.e.f January 16, 2017.

For Director seeking re-appointment at the ensuing Annual General Meeting of the Company the particulars as required to be disclosed in accordance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is included in the notice of the ensuing Annual General Meeting forming part of this Annual Report.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Dhirup Roy Choudhary, Managing Director & CEO, Mr. KR Veerappan, Chief Financial Officer and Mr. G Manikandan, Company Secretary & Financial Controller are the Key Managerial Personnel of the Company and during the year there was no change in the Key Managerial Personnel.

Board & Committees

Board Meetings

During the year four meetings of Board of Directors of the Company were convened and held in accordance with the provisions of the Companies Act, 2013. The date(s) of the Board Meeting, attendance by the directors are given in the Corporate Governance Report forming part of this annual report. The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Committees of the Board

Audit Committee

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During the year four meetings of the Committee were held, the details along with the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

Nomination and Remuneration Cum Compensation Committee

Nomination and Remuneration cum Compensation Committee meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Nomination and Remuneration cum Compensation Committee as required under the provisions of Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Nomination and Remuneration cum Compensation Committee.

Board Evaluation

A structured questionnaire was circulated after taking into consideration the inputs received from Directors, covering aspects of the Boardâs functioning such as adequacy of the Composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of the Individual Directors including the Chairman of the Board. The Directorsâ performance was evaluated on parameters such as level of engagement and contribution in safeguarding the interest of the Company etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. Further the performance evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors.

Familiarisation Programme for Directors

During the year there were no new directors appointed and there was no change in composition of the Board.

Corporate Social Responsibility Committee (CSR)

Corporate Social Responsibility Committee of the Company meets the requirements of Section 135 of the Companies Act, 2013. The details of the composition of the Corporate Social Responsibility Committee as required under the provisions of Section 135 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, the brief outline of the Corporate Social Responsibility (âCSRâ) policy of the Company and the initiatives undertaken by the Company on the CSR activities during the year are given in Annexure (II) to this report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. The said policy is available on the Companyâs website âhttp://hil.in/investors/codes-policiesâ.

As per the provisions of Section 135 of the Companies Act, 2013, 2% of average Net Profits of the Company for the immediately preceding three financial years calculated as per Section 198 of the Companies Act, 2013 works out to RS.1.49 Crore and the Company has spent RS.2.42 Crore on CSR activities in the areas of healthcare, education and others.

Stakeholders Relationship Committee (SRC)

The Stakeholders Relationship Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During the year four meetings of the Committee were held, the details along with the composition of the Committee as required under the provisions of Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Committee.

Extract of Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed thereunder, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure (III) and forms part of this report.

Directorsâ Responsibility Statement

I. In preparation of the Annual Accounts for the year ended March 31, 2018 all the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and Companies Act, 2013 have been followed and there were no material departures.

IV. The Annual Accounts for the year ended March 31, 2018 has been prepared on a going concern basis.

V. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

VI. The systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Corporate Governance

Your Company is committed to good Corporate Governance coupled with adhering best corporate practices. The report on Corporate Governance for the year ended March 31, 2018 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed herewith as Annexure (IV). The Certificate from the Auditors of the Company M/s. B S R & Associates LLP Chartered Accountants, [ICAI Firm Registration Number: 116231W/W-100034] regarding compliance of conditions of Corporate Governance is attached to the report of Corporate Governance forming part of this annual report.

Policies Vigil Mechanism

Pursuant to the requirement laid down in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Company has a Whistle Blower Policy as part of its Vigil Mechanism to deal with instance of fraud and mismanagement, if any. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination shall be meted out to any person for a genuinely raised concern. The designated officer/ Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud/ misconduct at [email protected]. A High Level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

The details of the same are provided in the report on Corporate Governance forming part of this report. The Whistle Blower Policy is also posted in the Investors section of the Companyâs website www.hil.in on the following link http://hil.in/ investors/codes-policies/.

All the complaints received under Vigil Mechanism Policy were investigated thoroughly and detailed update including action taken, if any, on the same were presented to the Audit Committee and Statutory Auditors of the Company.

Remuneration Policy

Company has framed and adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and fixing their remuneration and other entitlements. The Nomination & Remuneration Policy is in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure) Requirements, 2015 and the same is provided in the Corporate Governance Report. The Nomination & Remuneration Policy is also posted in the Investors section of the Companyâs website www.hil.in on the following link http://hil.in/investors/codes-policies/.

Sexual Harassment Policy

Diversity and Inclusion is one of the major thrust of your Company this year and provides an equal opportunity to all; it has been an endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions. As per the provisions of âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013â has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

In the year under review, the Company has not received any complaint under the said Policy.

Related Party Transactions

The Company is having a robust process in identifying and monitoring of related parties transactions. All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions entered or transacted by the Company with Related Parties, Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Power) Rules, 2014, omnibus approval for entering into the transactions at armâs length with the related parties has been obtained from the Audit Committee. The said transactions with related parties are routine and repetitive in nature.

Risk Management

The Company has laid down the procedure for risk assessment and its mitigation through an internal Risk Committee. Key risks and their mitigation arising out of reviews by the Committee are assessed and reported to the Audit Committee on a periodic basis. The Risk Management Policy details the Companyâs objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities.

Other Policies

The Company has also adopted the following policies, as required by Companies Act, 2013 and SEBI Regulations and the same are available on the website of the Company (www. hil.in/investors/ policies/)

- Dissemination of Material Events Policy

- Documents Preservation Policy

- Monitoring and Reporting of Trading by Insiders

- Code of Practices and Procedures for Fair Disclosures

Internal Financial Controls

The Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include:

1. All transactions are recorded in the ERP system SAP

2. Well defined policies, guidelines, and Standard Operating Procedures (âSOPsâ), authorization and approval procedures.

4. The Company has appointed Internal Auditors to check the Internal Controls and to ensure whether the workflow of the organization is in accordance with the approved policies of the Company; and

5. Systems to ensure compliances with prevalent laws and statutory compliances are in place.

Auditors Statutory Auditors

As per Section 139 of the Companies Act 2013, M/s. B S R & Associates LLP Chartered Accountants, (ICAI Firm Registration Number: 116231W/W-100024) have been appointed as Statutory Auditors for a period of five years i.e from conclusion of 70th Annual General Meeting (held on July 18, 2017) till the conclusion of the 75th Annual General Meeting, subject to ratification every year.

Resolution for ratifying the appointment of M/s. B S R & Associates LLP Chartered Accountants, (ICAI Firm Registration Number: 116231W/W-100024) as the Statutory Auditors is included in the notice of the ensuing Annual General Meeting.

Internal Auditors

The Company has an in-house internal audit team, which monitors the effectiveness of the internal control systems. It reports to the Managing Director about the adequacy and effectiveness of the internal control system of your Company. Your Company also obtains the services of M/s. Ernst and Young, LLP, Chartered Accountants and other reputed Chartered Accountants to audit specific locations and processes for the year 2017-18.

The recommendations of the internal audit team on improvements in the operating procedures and control systems were also presented to the Audit Committee for strengthening the same.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the rules framed thereunder, the cost audit records maintained by the Company in respect of its specified products are required to be audited by a Cost Auditor. The Board of Directors, on recommendation of the Audit Committee, appointed M/s. S.S. Zanwar & Associates, as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2019 at a remuneration of RS.7 lacs. Members are requested to ratify the remuneration payable to the Cost Auditors for the year 201819 at the ensuing Annual General Meeting of the Company, in accordance with Section 148 of the Companies Act, 2013.

The Cost Audit report for the financial year ended March 31, 2017 was duly filed with the Central Government within the due date.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed thereunder, the Board of Directors, on recommendation of the Audit Committee, appointed M/s. PS. Rao and Associates, Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s. PS. Rao and Associates, Company Secretaries for the financial year ended March 31, 2018 is given in the Annexure (VI) attached hereto and forms part of this Report. The report does not contain any qualifications, reservations or adverse remarks.

Joint Ventures and Consolidated Financial Statements

Your Company holds 33% of the share capital in Supercor Industries Limited (âSupercorâ), a company incorporated under the laws of Nigeria. The State Government of Bauchi, Nigeria and other shareholders hold remaining 67% of the share capital in Supercor.

Due to severe cash crisis, Supercor suspend the operations since November, 2015 and the Company had initiated and filed winding petition for recovery of dues from âSupercor Industries Limitedâ, Nigeria in the year 2016. In view of the above, Company is not in a position to obtain any information/ financials from the JV entity and hence consolidation of financial statements become practically impossible.

Based on the previous approval of the Board, the Company has filed an application with Register of Companies under Section 129, 459 of the Companiesâ Act, 2013 informing the financials for the year 2017-18 will be prepared and presented at the ensuing Annual General Meeting on standalone basis due to non-availability of financials from Supercor and seeking exemption from consolidating the financial statements of the Supercor with the financial Statements of the Company through e-Form GNL 1 Vide SRN No. G775 28024 and the said form taken on record by MCA.

As per the provisions of Companies Act, 2013 read with applicable accounting standards (Ind AS), Company is presenting the financial statements for the year March 31, 2018 on standalone basis and suitable note for nonconsolidating the accounts of JV is incorporated vide note no 44(b) to the financial statements.

Information required pursuant to Section 129(3) of the Companies Act, 2013 a statement containing salient features of the Subsidiaries/ Joint Ventures of the Company is provided in Form AOC-1 attached as Annexure (VII) to this report.

Employee Stock Options

The Company has an operative Employees Stock Option Scheme 2015 (ESOS-2015) which provides for grant of Stock Options to eligible employees of the Company.

Nomination & Remuneration cum Compensation Committee of the Board of Directors inter alia, administers and monitors the Employeesâ Stock Option Scheme of the Company in accordance with the Securities and Exchanges Board of India (Share Based Employee Benefits) Regulations, 2014 (âSEBI Regulationsâ). During the year, the members at their 70th Annual General Meeting held on July 18, 2017 has amended the scheme, wherein âClause 3.1.13(1)â was inserted.

Certificate from M/s. B S R & Associates LLP Chartered Accountants, (ICAI Firm Registration Number: 116231W/W-100024), Statutory Auditors of the Company confirming that the scheme has been implemented in accordance with the SEBI Regulations will be placed at the forthcoming Annual General Meeting of the Company for inspection by the members.

Particulars of Employees

Human Capital and Industrial Relations

Your Company believes that its greatest assets is its human capital and hence it places a very high importance to Employee development, retention and engagement. HIL management is progressively working to build a culture which encourages open, fearless and transparent communication. The recruitment process is totally aligned to attract the best talent available. Significant emphasis is being placed in bringing in diversity at the workplace. In its endeavor to become a paperless organization, many of the key Human Resources verticals such as Performance Management, Employee Services etc., have now been automated.

In the last 12 months, significant initiatives were undertaken to enhance Employee Connect across all locations of the organization. These includes top management making regular visits to work locations and addressing employees in person, Managing Director & CEO reaching out to employees, all at the same time, through video and audio conferencing system and several small group meetings to improve employee engagement. In addition, numerous initiatives such as festival celebration, sports events, health care activities etc., have been undertaken to ensure that the organization provides a positive work environment to your employees. These initiatives resulted in achieving an employment satisfaction score of 74% as against 50% in 2015-16.

The Companyâs management firmly believes that a strong and stable industrial relation is key to the success of your organization. Over the years, the management has made sincere and continued efforts for the development of an atmosphere of mutual co-operation, confidence and respect, duly recognizing the rights of the workers. A rigorous labour law compliance mechanism is in place to help the organization run its businesses in the most ethical and efficient manner.

As on March 31, 2018, the Company had 1562 employees.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Significant and Material Orders Passed by The Regulators/Court

During the year under review, no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company.

Material Changes and Commitments

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year March 31, 2018 to which the financial statements relates and the date of signing of this report.

Investor Education And Protection Fund (IEPF)

In terms of Section 123, 124 and 125 of the Companies Act, 2013, the unclaimed dividends and shares wherein the dividends were unclaimed for a period of seven consecutive years (Final Dividend for the year 2009-10, Interim Dividend for the year 2010-11) has been transferred to the IEPF

Fund/Suspense account respectively. The details of shares transferred is available in the website of the Company.

Further, as per the provisions of Section 125, the share(s) wherein the dividend is unclaimed for a period of consecutive seven (07) years will be transferred to the suspense account as prescribed by the IEPF Rules, therefore the shareholders whose dividends are unclaimed for seven consecutive years from 2011-12 (list of the shareholders along with the unclaimed dividend details are available on the website of the Company www.hil.in/investors) are requested to claim their unclaimed dividend at the earliest.

Shareholders are requested to write to the Company or RTA for claiming their unclaimed dividends.

Acknowledgments

On behalf of the Board of Directors

CK Birla

Place: New Delhi Chairman

Date : April 26, 2018 DIN: 00118473

Mar 31, 2017

TO THE SHAREHOLDERS

The Directors take pride in congratulating all the stakeholders on completion of seven decades in the Building Material Industry since its incorporation. These seven decades have enabled your Company to become market leader in the Building Material Segment. Charminar and Aerocon are among the most trusted brands in the industry.

Your Directors take pleasure in presenting their Report and the Audited Financial Statements of your Company for the year ended 31st March, 2017.

Financial Results

(RS, In lacs)

	2016-17	2015-16
Net Revenue from operations	105359	109628
Earnings Before Interest, Depreciation & Tax	12644	11172
Less : Interest	518	917
Depreciation	4095	3974
Profit Before Tax and Exceptional items	8031	6281
Less: Exceptional items	688	276
Profit before Tax	7343	6005
Less : Taxes	1886	2039
Profit for the year	5456	3966
Surplus in P&L account as per previous year	7018	5624
Available for Appropriation	12474	9590
Transfer to General Reserve	1000	1000
Interim Dividend on Equity Shares	746	560
Proposed Final Dividend on Equity Shares*	-	746
Corporate Dividend Tax*	152	266
Balance Carried to Balance Sheet	10577	7018

*Refer to note 2(a)(ii) in notes to financial statement, with regard to treatment of final dividend for the year 2016-17.

Financial Position

The net worth as at 31st March, 2017 improved to RS,501 cr [without considering final dividend and tax thereon aggregating to RS,9 cr, if considered the net worth of the Company would be RS,492 cr] as against RS,460 cr [after considering final dividend and tax thereon aggregating to RS,9 cr] reported in previous year. There is no long term interest bearing debt as on 31st March, 2017. ICRA rated the Company''s long term bank loan facilities at "ICRA A /Stable" and the short term bank facilities at âICRA A1 ".

During the year under review, the gross fixed assets including capital work in progress increased by RS,33.92 cr (net of deletions of RS,3.04 cr). The entire additions were funded through internal accruals. The earnings per share for the financial year 2016-17 grew by 38% at RS,73.12 as against RS,53.15 for the previous financial year, while the book value per share as at 31st March, 2017 was at H672 as against H617 as on 31st March, 2016.

Dividend

During the year under review, the Board of Directors declared an interim dividend of H10.00 per equity share (100% of the paid-up value). Your Directors are pleased to recommend a final dividend of H10.00 per equity share (100% of the paid-up value) for your consideration and approval at the ensuing Annual General Meeting of the Company.

With the proposed final dividend, the total dividend for the year 2016-17 would be H20.00 per equity share (200% of the paid-up value) as against the total dividend of H17.50 per equity share (175% of the paid-up value) declared in the previous year.

The total dividend outgo would amount to RS,17.96 cr (Including Corporate dividend tax), a payout of 33% of the profit after tax of the Company for the financial year 2016-17 and the Company has transferred RS,10.00 cr to General Reserves out of the profits for the year.

Share Capital

The paid up Equity Share Capital as on 31st March, 2017 was H7.49 cr. During the year under review, the Company has neither issued any shares with differential voting rights nor sweat equity. As on 31st March, 2017, Mr. CK Birla, Chairman holds 51,376 equity shares of the Company. None of the Directors of the Company, except as specified above, hold shares or convertible instruments in the Company.

Listing with Stock Exchanges

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the financial year 2017-2018 have been paid to these exchanges.

Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees and Investments as required under the provisions of Section 186 of the Companies Act, 2013 are provided in note no. 11A to the Financial Statements.

Deposits

The Company has not accepted any deposits covered under chapter V of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on 31st March, 2017.

State of Companyâs Affair

In the year 2016-17, the Company has reported net revenue of RS,1054 cr as compared to RS,1096 cr in the previous year and profit before tax for the year under review stood at RS,73.43 cr as compared to RS,60.05 cr in the previous year registering a growth of 22%. The operating profit (earnings before depreciation, interest, tax and amortization-EBITDA) for the year stood at RS,126 cr as against RS,112 cr in the previous year, representing 12% of net revenue.

As a result of various external factors like weak monsoon in certain parts of the Country followed by demonetization in third quarter, the industry as a whole declined. Your Company''s focused approach with unique strategy adopted for each business division, helped to improve the profitability despite a minor decline in revenue by 4%.

Roofing

Your Company continue to enjoy its leadership position and trust in the roofing industry, which helped the business to sustain its market share despite tough market conditions. Your Company''s customer centric approach, focus on high potential geographies, marketing initiatives, cost optimization and superior quality than its peers helped to overcome most of the challenges faced by the industry. Some parts of the Country witnessed poor demand due to migration to alternate products which affected the demand for Fibre Cement Sheets. The new product âColored Steel Sheets" introduced by the Company in 2015-16 stabilized during the year under review. In order to capture the growing demand for Colored Steel Sheets in the eastern part of the Country, your Company expanded its manufacturing footprint by setting-up a manufacturing unit in Odisha to carter to the region.

Overall, the Roofing business ended the year with a decline of 10% in quantity terms as compared to industry de-growth of 8%.

Building Solutions

Your Company positioned itself as a complete solution provider in Building materials category. Building Solution business broadly classifies into Wet-Walling and Dry-Walling Solutions.

Wet-Walling Solutions

Under Wet-Walling category, Fly-Ash Bricks (AAC), an eco-friendly building material used in construction activities, commands the confidence of the builders with its superior strength over the traditional bricks.

Other products in this category includes âSmart fix", âSmart putty" and âSmart plaster". All Products together offers a complete range of solutions to the stakeholders in the i Building Material industry.

Fly-Ash Bricks (AAC) with its superior quality and latest i technology driven manufacturing processes, has achieved a growth of 13% in quantity terms, and as a solution model the revenue from this category grew by 20% over previous year on i a higher base, making us the market leader in this category.

Dry-Walling Solutions

Dry-Walling category consists of âAerocon Panels", âAerocon Boards" and "Smart bond". Panels & Boards continue to be the preferred choice of the Architects and designers. With detailed market study, planned approach, well-planned \ marketing activities and focus on quality, the Company has increased its sales volume and revenue by 10% during the year \ under review as compared to previous year. Your Company continues to remain market leader in this category.

Your Company will continue to focus on Tier 2 & Tier 3 cities, which are promising due to increase in infrastructure projects \ and real estate activity. Unique concept selling approach \ differentiates AEROCON from other players in the industry, supported by the brand promotion activities. \

Pipes and Fittings

During the year under review, Pipes and Fittings division de-grew by 16% in revenue terms due to tough market conditions, volatile resin prices and absence of complete range of product categories with the Company. With a sustained brand building exercise and strong marketing initiatives, Aerocon Pipes & Fittings is one of the preferred choices of the customers in \ NCR, Telangana and Andhra Pradesh.

The demand for these products looks promising and your company believes that this division will drive the future growth i by expanding its market reach, increase in SKU''s and product i range coupled with strong brand building initiatives.

Thermal Insulation - HYSIL

The Thermal Insulation division has reported a decline of 2% i in revenue terms and the key driver for volume growth in this vertical will come from capacity building in the form of brown i field or new green field projects.

New Projects

Coloured Steel Sheets: In order to cater to the demands of i urban customers, your Company has set up its second plant i

for manufacture of Coloured Steel Sheets at Odisha, with a capacity of 1500 MT per month. The said plant started its commercial operations on 30th March, 2017. This plant shall cater to the requirements of Odisha, Jharkhand and West Bengal markets. These sheets are being sold under the brand name âCharminar", which will help the Company to expand its customer base in developing towns / cities.

Awards

Your Company was bestowed with the title of âAsiaâs Most Trusted Building Material Company" for 2016 by IBC INFOMEDIA (A Division of International Brand Consulting Corporation, New Jersey, USA). This award is distinctive recognition for a brand renowned as, âMOST TRUSTED" in building industry category based on current year market standing.

The Company''s Pipes and Fittings plant at Faridabad won the âThe Machinery Super Shop floor 2016" award in the Technology Adoption category for Innovation sponsored by the Times of India Group to recognise and celebrate excellence achieved by indian shop floors in the Manufacturing Sector.

The Roofing Plant at Faridabad has also been awarded the NAMC Silver Award, following the footsteps of Sathariya Plant which won the Gold previous year and Belabored Plant that won the Silver, the year before last. The National Awards for Manufacturing Competitiveness (NAMC) was instituted by International Research Institute for Manufacturing (IRIM) with the aim of acknowledging and applauding manufacturing competitiveness of Indian Organizations.

With the Faridabad Plant wining NAMC silver award, three out of seven sheeting plants of your Company have won this prestigious award.

Management Discussion & Analysis Report

A report on Management Discussion & Analysis is appended as Annexure (I) to this report as per the requirements of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015.

Directors & Key Managerial Personnel

Pursuant to the provisions of Section 149 & 184 of the Companies Act, 2013 and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Mr. P Vaman Rao (DIN: 00069771), Mr. Yash Paul (DIN: 00580681) and Mrs. Gauri Rasgotra (DIN: 06862334), Independent Directors of the Company have submitted a declaration that each of them meet the criteria of independence as prescribed in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as an Independent Director during the year.

In accordance to provisions of Section 152 of the Companies Act, 2013 and pursuant to Articles of Association of the Company, Mr. Desh Deepak Khetrapal (DIN 02362633) Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Prashant Vishnu Vatkar (DIN 07139685) resigned as Managing Director & Director from the Board w.e.f 20th September, 2016 and the Board wishes to place on record its sincere appreciation for the valuable services rendered by Mr. Prashant Vishnu Vatkar during his tenure as Managing Director of the Company. In accordance with the provisions of Section 152, 196, 197, 198 and other applicable provisions Mr. Dhirup Roy Choudhary (DIN07707322) has been appointed as Additional Director, Managing Director and Key Managerial Personnel on the Board w.e.f 16th January, 2017, who hold office up to the date of the ensuing Annual General Meeting. Directors at their meeting held on 27th April, 2017 has redesignated Mr. Dhirup Roy Choudhary, Managing Director as Managing Director and Chief Executive Officer (âCEO") keeping the long term goals and vision of the Company.

The Company has received a notice in writing under Section 160 of the Act proposing the appointment of Mr. Dhirup Roy Choudhary as Director and Managing Director & CEO. The resolutions seeking your approval for the appointment of Mr. Dhirup Roy Choudhary, as Director and Managing Director & CEO and Mr. Desh Deepak Khetrapal as Director are included in the notice of the ensuing Annual General Meeting.

For Directors seeking appointment/re-appointment in the ensuing Annual General Meeting of the Company the particulars as required to be disclosed in accordance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, is provided in the notice of ensuing Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, Mr. Dhirup Roy Choudhary, Managing Director & CEO, Mr. KR Veerappan, Chief Financial Officer and Mr. G Manikandan, Company Secretary & Financial Controller are the Key Managerial Personnel of the Company.

Board & Committees Board Meetings

During the year five meetings of Board of Directors of the Company were convened and held in accordance with the provisions of the Companies Act, 2013. The date(s) of the Board Meeting, attendance by the Directors are given in the Corporate Governance Report forming part of this annual report. The maximum time gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Committees of the Board

Corporate Social Responsibility Committee (CSR) Corporate Social Responsibility Committee of the Company meets the requirements of Section 135 of the Companies Act, 2013. The details of the composition of the Corporate Social Responsibility Committee as required under the provisions of Section 135 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made there under, the brief outline of the Corporate Social Responsibility (âCSR'') policy of the Company and the initiatives undertaken by the Company on the CSR activities during the year are given in Annexure (II) to this report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. The said policy is available on the Company''s website âhttp://hil.in/ investors/codes-policies/CSR Policy".

The average net profits of the Company for the immediately preceding three financial years calculated as per Section 198 of the Companies Act, 2013 works out to RS,1.08 cr and the Company has spent RS,1.59 cr on CSR activities in the areas of healthcare, education and others.

Audit Committee

Audit Committee of the Company meets the requirements of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

Nomination and Remuneration Cum Compensation Committee

Nomination and Remuneration cum Compensation Committee meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Nomination and Remuneration cum Compensation Committee as required under the provisions of Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Nomination and Remuneration cum Compensation Committee.

Board Evaluation

A structured questionnaire was prepared after taking into consideration inputs received from Directors, covering aspects of the Board''s functioning such as adequacy of the Composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

Familiarization Programme for Directors

In addition to giving a formal appointment letter to the newly appointed Director on the Board, a detailed induction plan covering the role, function, duties, responsibilities and the details of compliance requirements expected from the Director under the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 were given and explained to the new Director.

The newly appointed Director was also given induction, orientation with respect to Company''s Vision, Core purpose, Core value and business operations. In addition, detailed presentations were made by the Senior Management Personnel on business environment and performance of the Company.

Extract of Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed there under, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure (III) and forms part of this Report.

Directorsâ Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 and on the basis of compliance certificate received from the executives of the Company and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors state that:

i) In preparation of the Annual Accounts for the year ended 31st March, 2017, all the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India have been followed.

ii) We have adopted such accounting policies, as selected in consultation with the Statutory Auditors, 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 and of the profit of the Company for the financial year ended 31st March, 2017.

iii) We have taken proper and sufficient care 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.

iv) The Annual Accounts for the year ended 31st March, 2017 has been prepared on a going concern basis.

v) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) The systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Corporate Governance

Your Company is committed to good Corporate Governance coupled with good corporate practices. The report on corporate governance for the year ended 31st March, 2017 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed herewith as Annexure (IV). The Certificate from the Auditors of the Company M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, [ICAI Firm Registration Number: 101049W/ E300004] regarding compliance of conditions of Corporate Governance is attached to the report of Corporate Governance.

The Corporate Governance Report, inter-alia, contains the following disclosures:

1. Number of Board Meetings

2. Composition of Audit Committee

3. Composition of Corporate Social Responsibility Committee

4. Appointment & Remuneration Policy (for Directors, Key Managerial Personnel & Senior Management Personnel of the Company)

5. Performance Evaluation criteria of the Board, its Committees & individual Directors

6. Details as required by SEBI (Listing Obligations and Disclosure Requirements)

Policies Vigil Mechanism

Pursuant to the requirement laid down in the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015, the Company has established Vigil Mechanism by framing Whistle Blower Policy to deal with the instance of fraud and mismanagement, if any. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination shall be meted out to any person for a genuinely raised concern. The designated officer/ Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud/ misconduct at [email protected]. A High Level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

The details of the same are provided in the Report on Corporate Governance forming part of this Report. The Whistle Blower Policy is also posted in the Investors section of the Company''s website www.hil.in on the following link http://hil.in/ investors/codes-policies/.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration cum Compensation Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and fixing their remuneration. The Remuneration Policy is provided in the Corporate Governance Report. The Nomination & Remuneration Policy is also posted in the Investors section of the Company''s website www.hil.in on the following link http://hil.in/investors/codes-policies/.

Sexual Harassment Policy

Your Company is an equal opportunity provider and at the same time, it has been an Endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them and as per the provisions of âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

In the year under review, the Company has not received any complaint under the said Policy.

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Power) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year ahead has been obtained from the Audit Committee. The transactions with related parties are routine and repetitive in nature.

None of the Directors, other than to the extent of their shareholding, receipt of remuneration/ commission, has any pecuniary relationships or transactions vis-a-vis the Company.

Risk Management

The Company has laid down the procedure for risk assessment and its mitigation through an internal Risk Committee. Key risks and their mitigation arising out of reviews by the Committee are assessed and reported to the Audit Committee on a periodic basis. The Risk Management Policy details the Company''s objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities.

Internal Financial Controls with Reference to Financial Statements

The Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include:

1. All transactions are recorded in the ERP system SAP.

2. Well defined policies, guidelines, and Standard Operating Procedures (âSOPs''), authorization and approval procedures.

4. The Company has appointed Internal Auditors to check the Internal Controls and to ensure whether the workflow of the organization is in accordance with the approved policies of the Company; and

Monitoring and Reporting of Trading by Insiders, Code of Internal Procedures and Conduct for Regulating, Code of Practices and Procedures for Fair Disclosures and such other procedures for ensuring orderly and efficient conduct of its business for safeguarding of its assets, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

6. Systems to ensure compliances with prevalent statue and statutory compliances are in place.

Auditors Statutory Auditors

As per Section 139 of the Companies Act 2013, M/s. S R Batliboi & Associates, LLP was appointed as Statutory Auditors for a period of Three (03) years i.e from conclusion of 67th Annual General Meeting (held on 18th July, 2014) till the conclusion of the 70th Annual General Meeting and the said term of M/s. S R Batliboi & Associates, LLP will expire with the conclusion of the ensuing Annual General Meeting.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of i M/s. BSR & Associates, LLP, Chartered Accountants, (ICAI Firm Registration Number : 116231W/W-100024) as the Statutory Auditors of the Company, to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the 75th Annual General Meeting to be held in year 2022, subject to ratification by the members at every AGM thereafter

Resolution proposing the appointment of M/s. BSR & Associates, LLP, Chartered Accountants, (ICAI Firm Registration Number : 116231W/W-100024) as the Statutory Auditors is included in the notice of the ensuing Annual General Meeting.

M/s. BSR & Associates, LLR Chartered Accountants, (ICAI Firm Registration Number : 116231W/W-100024) has provided the certificate of eligibility as per the provisions of Companies Act, 2013 and the same is available for inspection by the members during business hours.

The Audit Report issued by M/s. S R Batliboi & Associates, LLP, Statutory Auditors for the financial year ended 31st March, 2017 forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, which requires explanation or comments from the Board.

Internal Auditors

The Company has an in-house internal audit team, which monitors the effectiveness of the internal control systems. It reports to the Managing Director about the adequacy and effectiveness of the internal control system of your Company. Your Company also retained the services of M/s. KPMG, Chartered Accountants and other reputed Chartered Accountants to audit specific locations and processes for the year 2016-17.

The recommendations of the internal audit team on improvements in the operating procedures and control systems were also presented to the Audit Committee for strengthening the operating procedures.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the rules framed there under, the cost audit records maintained by the Company in respect of its specified products are required to be audited by a Cost Auditor. The Board of Directors, on recommendation of the Audit Committee, appointed M/s. S.S. Zanwar & Associates, as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2018 at a remuneration of RS,6.0 lacs. Members are requested to ratify the remuneration payable to the Cost Auditors for the year 201718 at the ensuing Annual General Meeting of the Company, in accordance with Section 148 of the Companies Act 2013.

The Cost Audit report for the financial year ended 31st March,

2016 was duly filed with the Central Government within the due date.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s. P.S. Rao and Associates, Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s. P.S. Rao and Associates, Company Secretaries for the financial year ended 31st March, 2017 is given in the Annexure (VI) attached hereto and forms part of this Report. The report does not contain any qualifications, reservations or adverse remarks.

Joint Ventures and Consolidated Financial Statements

As on 31st March, 2017, your Company holds 33% of the share capital in Supercor Industries Limited (âSupercor"), a company incorporated under the laws of Nigeria. The State Government of Bauchi, Nigeria and other shareholders hold remaining 67% of the share capital in Supercor. Information required pursuant to Section 129(3) of the Companies Act, 2013 a statement containing salient features of the Subsidiaries/ Joint Ventures of the Company is provided in Form AOC-1 attached as Annexure (VII) to this Report.

With change in market conditions and expecting non-asbestos products would attract better demand as compared to asbestos product, Supercor had changed its product mix and converted its product range from asbestos to non-asbestos based products in the year 2014 post which, the revenue of Supercor fell drastically due to their inability to recover the increased cost of the non-asbestos product from the market and thereby reported cash losses for the year 2014. The situation further deteriorated in the year 2015 causing severe cash crisis and could not meet their routine obligation of paying salaries / wages to their employees / workers which hampered the operation and forced them to suspend the operations since November, 2015. In view of the same, none of the employees/ workers resumed their offices and all the basic facilities such as power, internet and other connections were discontinued due to non-payment of the dues.

In view of the above, Supercor expressed its inability to prepare the financial statements for the year ended 31st December, 2016 and hence Company considers that the financial statements would not be available for consolidation and is presenting its financials on standalone basis for the financial year ended 31st March, 2017.

Further, your Company has been demanding its receivables from Supercor for the last few years and Supercor could not pay these dues due to the severe cash crisis. Hence your Company initiated winding up proceedings against Supercor as per the laws of Nigeria and also made an application for seeking exemption from consolidation of accounts on the aforesaid grounds with the Registrar of Companies, Andhra Pradesh and Telangana vide E form GNL -1 and the same has been approved by the Registrar of Companies.

Employee Stock Options

The Company has an operative Employees Stock Option Scheme 2015 (ESOS-2015) which provides for grant of Stock Options to eligible employees of the Company.

Nomination & Remuneration cum Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the Securities and Exchanges

Board of India (Share Based Employee Benefits) Regulations, 2014 (âSEBI Regulations"). There is no change in the ESOS scheme of the Company during the year

The details of Employee Stock Options pursuant to Section 62 of the Companies Act, 2013 read with Rules made there under and SEBI (Share Based Employee Benefits) Regulations, 2014 and erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided in Annexure (VIII) to this Report and there were no new grants of options during the year (Outstanding options as on 31st March, 2017 are 84200).

Certificate from M/s. S R Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company confirming that the scheme has been implemented in accordance with the SEBI Regulations will be placed at the forthcoming Annual General Meeting of the Company for inspection by the members.

Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 including the amendments thereto, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in annexure to this report.

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure (IX) of this Report.

Human Capital and Industrial Relations

People management at HIL go beyond the set boundaries of compensation, performance, appraisal and development. Your Company places Employee engagement, development and retention as its highest priority, to enable achievement of organizational goal. The Company has automated few of the HR processes to make them more robust. The recruitment process is totally aligned to attract best quality & diversified talent. The Company''s management firmly believes that a strong and stable industrial relation is essential for success of any organization. Over the years the management has made sincere and continued efforts for the development of an atmosphere of mutual co-operation, confidence and respect duly recognizing the rights of the workers. A very rigorous labour law compliance mechanism is in place to help us to run our businesses in the most ethical manner. As on 31st March, 2017, the Company had 1501 employees.

The Directors wish to place on record their sincere appreciation for the co-operation received from employees/workers at all levels.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Significant and Material Orders Passed by the Regulators/Court

During the year under review, no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company.

Material Changes and Commitments

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31st March, 2017 to which the financial statements relates and the date of signing of this report.

Investor Education and Protection Fund (IEPF)

In terms of Section 123, 124 and 125 of the Companies Act, 2013, the unclaimed dividends i. e Final Dividend for the year 2008-09, Interim Dividend for the year 2009-10 had been transferred to the IEPF Fund.

Further, as per the provisions of Section 125, the share(s) wherein the dividend is unclaimed for a period of consecutive seven (07) years will be transferred to the suspense account as prescribed by the IEPF Rules, therefore the shareholders whose dividends are unclaimed for consecutive seven years from 2010-11 (list of the shareholders along with the unclaimed dividend details are available on the website of the Company www.hil.in/investors are requested to claim their unclaimed dividend at the earliest.

Acknowledgements

On behalf of the Board of Directors

Place: New Delhi Dhirup Roy Choudh ary Desh Deepak Khetrapal

Date : 27th April, 2017 Managing Director & CEO Director

DIN-07707322 DIN-02362633

Mar 31, 2016

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their Report and the Audited Financial Statements of your Company for the year ended 31st March 2016.

FINANCIAL RESULTS

(Rs, In lacs)

	2015-16	2014-15
Net Revenue from operations	109628	110779
Earnings Before Interest, Depreciation &Tax	11172	13507
Less: Interest	917	577
Depreciation	3974	3402
Profit Before Tax and Exceptional items	6281	9528
Less: Exceptional items	276	333
Profit before Tax	6005	9195
Less: Taxes	2039	2509
Profit for the year	3966	6686
Surplus in P&L account as per last year	5624	4885
AVAILABLE FOR APPROPRIATION	9590	11571
Carrying value of Fixed Assets having NIL useful life As per Schedule II of Companies Act, 2013 net of deferred tax	0	176
Transfer to General Reserve	1000	4000
Interim Dividend on Equity Shares	560	746
Proposed Final Dividend on Equity Shares	746	746
Corporate Dividend Tax	266	279
Balance Carried to Balance Sheet	7018	5624

DIVIDEND

During the year under review the Board of Directors declared an interim dividend of Rs, 7.50 per equity share (75% of the paid-up value). Your directors are pleased to recommend a final dividend of Rs, 10.00 per equity share (100% of the paid-up value) for your consideration and approval at the ensuing Annual General Meeting of the Company.

With the proposed final dividend, the total dividend for the year 2015-16 would be Rs, 17.50 per equity share (175% of the paid-up value) as against the total dividend of Rs, 20/- per equity share (200% of the paid-up value) declared in the previous year.

The total dividend outgo would amount to Rs, 15.72 crores (including dividend distribution tax) and the Company has transferred Rs, 10 crores to General Reserves out of the profits for the year.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2016 wasRs, 7.49 crores. During the year under review, the Company has neither issued any shares with differential voting rights nor sweat equity. As on 31st March 2016, Mr CK Birla, Chairman holds 51,376 equity shares of the Company. None of the Directors of the Company, except as specified above, hold shares or convertible instruments of the Company.

During the year under review, the Company has allotted 84,200 stock options under HIL Employee Stock Option Scheme 2015 to the eligible employees and there was no stock options vested or exercised during the period. Out of the above, 9100 stock options were lapsed and reverted back to the pool on account of resignation of an employee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees and Investments as required under the provisions of Section 186 of the Companies Act, 2013 are provided in note no. 11 to the notes to the Financial Statements.

DEPOSITS

The Company has not accepted any deposits covered under chapter V of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on 31st March 2016.

STATE OF COMPANYâS AFFAIR

In the year 2015-16, the Company has reported net revenue of Rs, 1097 crores as compared to Rs, 1108 crores in the previous year. However, Profit Before Tax for the year under review stood at Rs, 60.05 crores as compared to Rs, 91.95 crores reported last year. Lower profitability in this year was predominantly on account of stiff market conditions which prevailed during the year and the consequent lower realisation. A focused approach and unique strategy adopted for each business division with the objective of sustaining growth helped the Company to minimise the adverse impact contributed by external factors.

Roofing

The Roofing Business has sustained its position in the market despite muted demand coupled with highly competitive sphere. Some parts of the country witnessed poor demand due to migration to alternate products which affected the demand for Fibre Cement Sheets. During the year under review, Company had started manufacturing Coloured Steel Sheets for catering to the customers who prefer this product due to the aesthetic look and feel. The Roofing business ended the year with a decline of 11% in quantity terms in line with the industry de-growth of 11%.

Focus on high potential geographies, marketing initiatives, and cost optimization have played a vital role in sustaining the market share and intense competition.

Aerocon AAC - Blocks

AAC (Autoclaved Aerated Concrete) block is an eco-friendly building material used in construction activities. AAC block offers a unique combination of strength, low weight, cost-effectiveness and durability compared with a clay brick. It is a steam-cured mixture of fly ash, cement, lime and an aeration agent.

With an increase in awareness of eco-friendly & green building products, demand for AAC blocks have increased and has created an opportunity for entry of many unorganized players, thereby increasing competition. This resulted in surplus capacity creation in certain parts of the country which intensified the pricing pressure especially in urban areas. However, HIL with its superior quality and latest technology driven manufacturing processes, has achieved a growth of 49% in quantity terms and 46% in revenue terms as compared to the previous year.

Aerocon Panels

Well planned marketing activities along with focus on quality have helped the Company to increase its sales volume by more than 27% during the year under review as compared to last year. The growth in volumes was also supported by ongoing Government initiatives like Swatch Bharat, which created visibility of this product among users. Your Company remained the market leader in this segment.

Your Company will continue to focus on Tier 2 & Tier 3 cities which are promising due to increase in infrastructure projects and real estate activity. Unique concept selling approach differentiates AEROCON from other players in the industry, supported by the brand promotion activities.

Advanced Polymer Products (APP)

During the year under review, Advanced Polymer Products division reported a growth of 52%. This division established its strong presence in its existing territories in the North and South regions. Key strength of this division continues to be its strong distribution foot print and intense marketing & branding activities. The division will focus on building deep and wide distribution channels, increase SKU''s and develop in-house compounding capability.

Thermal Insulation - HYSIL

The key driver for volume growth in this vertical is capacity building in the form of brown field or new green field projects. Absence of such projects has become a bottleneck for growth for this vertical resulting in a decline of 21% in volume and 23% in revenue when compared to the previous year.

NEW PROJECTS

AAC Blocks: As a part of expanding its foot print in the growing AAC Blocks industry, the Company has added new manufacturing facility for manufacture of AAC Blocks at its Thimmapur Plant, Telangana. The said plant has started its commercial operations on 2nd November 2015.

This plant shall cater to the growing AAC Blocks market in the Telangana & Andhra Pradesh regions and will help the Company to retain its position in Southern region of the Country.

Coloured Steel Sheets: In order to cater to the demands of urban customers, your Company has set up its pilot plant for manufacture of Coloured Steel Sheets at Maharashtra with an initial capacity of 800 MT per month. The plant started its commercial operations on 7th Duly 2015. This plant shall cater to the requirements of Maharashtra and Gujarat. These sheets are being sold under the brand name âCharminarâ. This will help the Company to retain its customers in the roofing segment.

AWARDS

During the year, your Company won the prestigious âTPM Excellence Awardâ (Category B) from DIPM for âExcellence in Operational Manufacturingâ for one of its roofing plant at Kondapalli, Vijayawada. The Kondapalli plant is the only plant from the roofing industry to have won this award both in India and worldwide. This showcases our commitment towards delivering quality products by adhering to the best manufacturing/safety practices.

During the year, another roofing plant at Sathariya bagged the NAMC Silver Medal. The National Awards for Manufacturing Competitiveness (NAMC) was instituted by International Research Institute for Manufacturing (IRIM) with the aim of acknowledging and applauding manufacturing competitiveness of Indian Organisations. Sathariya plant is the second roofing plant after Balasore to win the NAMC Silver Medal.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis is appended as Annexure (I) to this report as per the requirements of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015.

DIRECTORS & KEY MANAGERIAL PERSONS

During the year under review, the members at the Annual General Meeting held on 30th Duly 2015 have appointed Mr Prashant Vishnu Vatkar as Managing Director (DIN 07139685) of the Company with effect from 20th April 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Mr CK Birla (DIN 00118473), Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year, Mr P Rajesh Kumar Dain, Company Secretary resigned w.e.f 18th August 2015 and the Company has appointed Mr G Manikandan, who has been an employee of your Company since 7th May 2008, as Company Secretary & Financial Controller w.e.f 19th August 2015.

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, is provided in the Notice of Annual General Meeting.

MEETINGS

During the year under review, seven board meetings were held on 20th April 2015, 27th April 2015, 12th May 2015, 30th Duly 2015, 17th August 2015, 26th October 2015 and 4th February, 2016. The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out has been detailed in the Corporate Governance Report.

VIGIL MECHANISM

Pursuant to the requirement laid down in the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosures Requirements Regulations 2015, the Company has established Vigil Mechanism by framing Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination shall be meted out to any person for a genuinely raised concern. The Designated Officer/Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud/misconduct at [email protected]. A High Level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

The details of the same are provided in the Report on Corporate Governance forming part of this Report.

The Whistle Blower Policy is also posted in the Investors section of the Company''s website www.hil.in on the following link http://hil.in/ investors/codes-policies/.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and fixing their remuneration. The Remuneration Policy is provided in the Corporate Governance Report.

SEXUAL HARASSMENT POLICY

The Company as required under the provisions of âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013â has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

In the year under review, the Company has not received any complaint under this Policy.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms'' length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The requisite details of the related party transactions entered into during the financial year are provided as Annexure (II) to this report. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

All Related Party Transactions were placed before the Audit Committee and to the Board for their approval, whenever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which were of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors on a quarterly basis.

None of the Directors, other than to the extent of their shareholding, receipt of remuneration/ commission, has any pecuniary relationships or transactions vis-a-vis the Company.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3)

(c) of the Companies Act, 2013 and on the basis of compliance certificate received from the executives of the Company and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states that:

i) In preparation of the Annual Accounts for the year ended 31st March 2016, all the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii) The Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 and of the profit of the Company for the financial year ended 31st March 2016.

iii) The Directors have taken proper and sufficient care 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.

iv) The Annual Accounts for the year ended 31st March 2016 has been prepared on a going concern basis.

v) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) The systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance coupled with good corporate practices. As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Compliance Report on Corporate Governance for the year 2015-16 and a Certificate from the Auditors of the Company M/s. S R Batliboi & Associates LLP., Chartered Accountants, [ICAI Firm Registration Number: 101049W/E300004] is furnished as part of the Annual Report.

AUDIT COMMITTEE

Audit Committee of the Company meets the requirements of section 177 of the Companies Act, 2013 and Regulation 18 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION CUM COMPENSATION COMMITTEE

Nomination and Remuneration cum Compensation Committee meets the requirements of section 178 of the Companies Act, 2013 and Regulation 19 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Nomination and Remuneration cum Compensation Committee as required under the provisions of Section 178 of the Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. During the year under review, the Board has accepted all the recommendations of the Nomination and Remuneration cum Compensation Committee.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include:

1. All transactions are recorded in the ERP system SAP.

2. Well defined policies, guidelines, and Standard Operating Procedures (âSOP''), authorization and approval procedures.

3. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets and that the business is conducted in an orderly and efficient manner.

4. The Company has appointed Internal Auditors to check the Internal Controls and to ensure whether the workflow of the organization is in accordance with the approved policies of the Company.

5. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Corporate Social Responsibility Policy, Risk Management Policy, Dissemination of Material Events Policy, Documents Preservation Policy, Monitoring and Reporting of Trading by Insiders, Code of Internal Procedures and Conduct for Regulating, Code of Practices and Procedures for Fair Disclosures and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

HUMAN CAPITAL

People are our most valuable asset and they play a vital role in the growth of your Company. The Company places the engagement, development and retention of talent as its highest priority, to enable achievement of organizational vision. Structure, Process and Culture are the cornerstones of our Human Resource strategy and we have made strides in these areas during the last year.

With an unswerving focus on nurturing, training and retaining talent, your Company provides avenues for learning and development through functional, behavioral and leadership training programs, communication channels for information sharing, to name a few.

The Group''s Corporate Human Resources play a critical role in your Company''s talent management process through a customized Competency based Leadership Program devised for High - Potential employees with focus on Individual Development Plan which helps them to become future leaders. Nurturing young, hi-potential talent has been our focus through the CEO Circle program wherein the selected participants are provided rigorous leadership training for 2 years to prepare them to take-up higher roles in the organization. We continue to strive to build a performance driven culture and create an environment conducive for the employee''s growth.

Your Company also believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made there under and pursuant to the recommendation of the Committee, the Board has approved a Corporate Social Responsibility (âCSR'') policy and the same has been uploaded in the website of the Company âhttp://hil.in/investors/codes-policies/CSR Policyâ which contains the CSR activities being carried out by the Company, governance structure, implementation process, etc.

As the Average Net Profits of the Company for the immediately preceding three (3) financial years calculated as per Section 198 of the Companies Act, 2013 works out to Rs, 1.27 crores and the Company has spent Rs, 1.68 crores on CSR activities and CSR projects in the areas of healthcare and education. The details on CSR activities are provided as Annexure (III) and forms part of this report.

RISK MANAGEMENT

The Company has laid down the procedure for risk assessment and its mitigation through an internal Risk Committee. Key risks and their mitigation arising out of reviews by the Committee are assessed and reported to the Audit Committee on a periodic basis. The Risk Management Policy details the Company''s objectives and principles of Risk Management along with an overview of the Risk Management processes, procedures and related roles and responsibilities.

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s. S R Batliboi & Associates LLP., [ICAI Firm Registration Number: 101049W/E300004], were re-appointed by the members at the 67^th Annual General Meeting held on 18th Duly 2014 for a term of 3(Three) years till the conclusion of 70^th Annual General Meeting to be held in 2017. Members are requested to ratify the same at the ensuing Annual General Meeting of the company, in accordance with section 139 of the Companies Act, 2013.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March 2016 forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors which requires explanation or comments from the Board.

INTERNAL AUDITORS

The Company has an in-house internal audit team which monitors the effectiveness of the internal control systems. It reports to the Audit Committee about the adequacy and effectiveness of the internal control system of your Company. Your Company also retains the services of M/s. KPMG, Chartered Accountants and other reputed Chartered Accountants to audit specific locations and processes.

The recommendations of the internal audit team on improvements in the operating procedures and control systems are also presented to the Audit Committee and the business to use these as tools for strengthening the operating procedures.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the rules framed there under, the cost audit records maintained by the Company in respect of its cement products manufacturing activity are required to be audited by a Cost Auditor. The Board of Directors, on recommendation of the Audit Committee, appointed M/s. S S Zanwar & Associates, as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March 2017 at a remuneration of Rs, 6.0 lacs. Members are requested to ratify the remuneration payable to the Cost Auditors at the ensuing Annual General Meeting of the Company, in accordance with section 148 of the Companies Act 2013.

The Cost Audit report for the financial year ended 31st March 2015 was duly filed with the Central Government within the due date.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed thereunder, the Board of Directors, on recommendation of the Audit Committee, appointed M/s. P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s. P S Rao and Associates, Practicing Company Secretaries for the financial year ended 31st March 2016 provided as Annexure (IV) attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed there under, the extract of the Annual Return in form MGT-9 is provided as Annexure (V) and forms part of this Report.

EMPLOYEE STOCK OPTIONS

During the year under review, 84,200 stock options were granted under HIL Employee Stock Option Scheme 2015. The details of Employee Stock Options pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder; and SEBI (Share Based Employee Benefits) Regulations, 2014 and erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided as Annexure (VI) to this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided as Annexure (VII) attached hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure (VIII) of this Report.

JOINT VENTURES

As on the 31st March 2016, the Company holds 33% of the share capital in M/s Supercor Industries Limited (âSupercorâ), a company incorporated under the laws of Nigeria. The State Government of Bauchi, Nigeria (âNigerian Governmentâ) and other shareholders hold remaining 67% of the share capital in Supercor. Information required pursuant to Section 129(3) of the Companies Act, 2013 a statement containing salient features of the Joint Ventures of the Company is provided as Form AOC-1 attached as Annexure (IX) to this Report. Due to change in product mix and shift in demand for the non-asbestos product, the demand for said company''s products considerably reduced during 2015 which forced the said company to report losses and also suspended its operations from end of November 2015.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Regulation 33 of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015, and the Companies Act, 2013, the Consolidated Financial Statements prepared as per Companies Act, 2013 and Accounting Standards, duly audited forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT

During the year under review, no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31st March, 2016 to which the financial statements relates and the date of signing of this report.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to place on record their appreciation to all the Stakeholders of the Company, viz., customers, investors, banks, regulators, suppliers and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation for all the employees for their commitment and contribution towards achieving the goals of the Company.

On behalf of the Board of Directors

CK BIRLA

Chairman

New Delhi, 5^th May 2016 (DIN 00118473)

Mar 31, 2015

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their Report and the Audited Financial Statements of your Company for the year ended 31st March 2015.

FINANCIAL RESULTS Rs in lacs

2014-15 2013-14

Net Revenue from operations 110779 86947

Earnings Before Interest,

Depreciation & Tax 13507 5239

Less: Interest 577 1023

Depreciation 3402 2872

Profit Before Tax and

Exceptional items 9528 1344

Less: Exceptional items 333 355

Profit before Tax 9195 989

Less :Taxes 2509 276

Profit for the year 6686 713

Surplus in P&L account

as per last year 4885 4708

AVAILABLE FOR APPROPRIATION 11571 5421

Carrying value of Fixed Assets

having NIL useful life

As per Schedule II of

Companies Act, 2013 - net of

deferred tax 176 -

Transfer to General Reserve 4000 100

Interim Dividend on Equity Shares 746 -

Proposed Final Dividend on

Equity Shares 746 373

Corporate Dividend Tax 279 63

Balance Carried to Balance Sheet 5624 4885

DIVIDEND

During the year under review the Board of Directors declared an interim dividend of Rs. 10.00/- per equity share (100% of the paid-up value). Your directors are pleased to recommend a final dividend of Rs. 10.00/- per equity share (100% of the paid- up value) for your consideration and approval at the ensuing Annual General Meeting of the Company.

With the proposed final dividend, the total dividend for the year 2014-15 would be Rs. 20.00/- per equity share (200% of the paid-up value) as against the total dividend of Rs. 5.00/- per equity share ( 50% of the paid-up value) declared in the previous year.

The total dividend outgo would amount to Rs. 1771 lacs (including dividend distribution tax).

SHARE CAPITAL

The paid up Equity Share Capital as on March 31st, 2015 was Rs. 7.49 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, Mr. CK Birla, Chairman holds 51,376 equity shares of the Company. None of the Directors of the Company, except as specified above, hold shares or convertible instruments of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees and Investments as required under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

DEPOSITS

The Company has not accepted any deposits covered under chapter V of the Companies Act 2013 and as such, no amount of principal or interest was outstanding as on 31st March 2015.

OVERALL ECONOMIC OUTLOOK:

The low economic growth phase in the Indian Economy appears to have bottomed out and 2014-15 witnessed a gradual improvement in economic activity. As per the advance estimates of Central Statistics Office (CSO), India's economic growth is pegged at 7.4% in 2014-15 as compared to 6.9% in 2013-14.

With the control over price rise continuing a remarkable fall in inflation was noted, as the wholesale price index (WPI) fell to a 5-yr low of 0.11 in December'2014. The Manufacturing PMI reported by Market Economics and conducted by HSBC every month, rose from 51.40 at the beginning of Q1 of 2014-15 to 52.10 by the end of Q4 of 2014-15. The Business confidence index has been continuously rising from 49.9 in Q4 of 2013-14 to 56.4 in Q4 of 2014-15 as reported by Confederation of Indian Industry (CII). The forecast expects the index to rise to 58.18 by 2016.The medium term to long term growth prospects look positive in view of the Government's determination to bring in reforms. The Economic Survey has projected the Gross Domestic Product (GDP) growth at 8%-8.5% in financial year 2015-16 and double-digit growth in the coming years.

STATE OF COMPANY'S AFFAIR

In the year 2014-15, the Company's net revenue stood at Rs. 1108 Crores as compared to Rs. 869 Crores in the previous year, a growth of 27.5%. Consequently, Profit before Tax for the year under review was Rs. 91.95 Crores as compared to Rs. 9.89 Crores reported last year signifying an y-o-y growth of 830%. In order to compete in the changing market conditions, HIL started adapting different strategic initiatives in its existing businesses. A focussed approach and unique strategy was adopted for each business division with the objective of achieving higher growth and profitability. Various strategic initiatives such as optimization of cost, focused sales strategy, regular performance improvement initiatives contributed to an impressive performance by your Company both in terms of revenue and profitability. Your company's priority is to develop eco-friendly products and to achieve this it has a well thought strategy in place for the development of new products and for the growth of Green Building Products produced by the Company.

Sheeting:

The Sheeting business had a historical year with the highest ever sales volume and revenue. It witnessed a growth of 23% in volume during the year under review. This was achieved through focus on high potential geographies, sales & marketing initiatives in priority markets, changes in manufacturing footprint and cost optimization at it's plants.

Aerocon AAC - Blocks

The year under review was a challenging year for the AAC Blocks Industry. While the Industry witnessed a growth in demand due to increasing awareness about green building products, however the pricing was a challenge because of surplus capacity and oversupply across regions. There was intense price pressure especially in the North and Western markets resulting in a drop in realization by 10%-20% as compared to the previous year. Aerocon AAC Blocks sales revenue grew by 59% as compared to the market growth of 32% approximately.

Aerocon Panels

During the year under review the Aerocon Panel Sales grew by 29% and your company continued to be the market leader in this segment. Demand for the Company's pre-fabricated panels is increasing especially from major Government, Industrial, Healthcare projects as well as from export requirement. Your company will continue its focus on Tier 2 and Tier 3 towns which are witnessing good growth in real estate and infrastructure projects.

Advanced Polymer Products (APP):

The year under review was the first full year of operations for the Advanced Polymer Products division of the Company. In

its first full year of operation, the Company has successfully setup its distribution foot print in 10 states covering Northern and Southern markets and has cornered about 7% market share in North. The division's primary focus is to build deep and wide distribution channels, increase SKU's and develop in-house compounding capability which are some of the key essentials in this business.

Thermal Insulation - HYSIL

Hysil business continued to maintain its market leadership position in the Granular Insulation segment, with a virtual numero - uno position in the Cement industry which is its biggest consumer. To de-risk itself against any slowdown in the Indian Cement industry, it has forayed into Exports. In the fiscal year 2014-15, 16% of the Hysil business came through Exports to Africa, Middle East, Nepal & Bangladesh.

NEW PROJECTS

Wind Power: During the year, HIL commissioned a 2.0 MW Wind Turbine Generator in Rajasthan on 30th September 2014, taking the HIL's renewable energy portfolio to 9.35 MW. HIL continues to evaluate various options for expanding its renewable energy portfolio.

AAC Blocks: Expanding its foot print in the growing AAC Blocks Industry, HIL on 1st January 2015 commissioned a AAC Blocks manufacturing facility in Jhajjar, Haryana with an installed capacity of 1.5 lac Cu.m/annum. This plant shall cater to the growing AAC Blocks market in the National Capital Region (NCR) and the northern region of the Country.

APP Division: HIL ventured into manufacturing of Advanced Polymer Products, with CPVC and UPVC plumbing products in October, 2013 with the commissioning of its Faridabad unit. Expanding further, HIL on 2nd March 2015, commissioned its second state of the art manufacturing facility for CPVC and UPVC Pipes and Fittings at Timmapur, Telangana with an initial capacity of 1555 MT. This unit will help strengthen your Company's presence in the Southern market.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis is appended as Annexure (I) to this report as per the requirements of Listing Agreement with the Stock Exchange(s).

DIRECTORS

During the year under review, the members at the AGM held on 18th July, 2014 appointed Mr. P Vaman Rao and Mr. Yash Paul as Independent Directors of the Company for a term of 5 years w.e.f 18th July, 2014 and Mrs. Gauri Rasgotra as Independent Director of the Company for a term of 5 years w.e.f 8th May, 2014.

During the year, Mr. Abhaya Shankar, resigned as Managing Director of the Company with effect from 22nd September, 2014. The Board of Directors place on record their

appreciation for the hard work and dedication of Mr. Abhaya Shankar during his tenure since February 2008, as Managing Director of the Company.

The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, co-opted Mr. Prashant Vishnu Vatkar as an Additional Director of the Company with effect from 20th April, 2015, and appointed him as Managing Director of the Company, subject to the approval of the members, at the forthcoming Annual General Meeting.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Desh Deepak Khetrapal Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The Resolutions proposing appointment of Mr. Prashant Vishnu Vatkar as Managing Director and reappointment of Mr. Desh Deepak Khetrapal as Director of the Company will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the company.

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Clause 49 (Corporate Governance) of Listing Agreement, forms part of Corporate Governance Report.

MEETINGS

During the year under review, six board meetings were held on 08th May, 2014, 18th July, 2014, 16th September, 2014, 17th October, 2014, 23rd December, 2014 and 19th January, 2015. The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the directors individually in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement in the following manner:

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its

Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committee's and each director were circulated to all the members of the Board along with the Agenda Papers.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/ Individual Director, and formulated a final collective evaluation of the Board. The Board also provided an individual feedback to the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 23rd December, 2014 to evaluate the performance evaluation of the Chairman, the Non Independent Directors, the Board and flow of information from management.

VIGIL MECHANISM

The Board of Directors, on recommendation of the Audit Committee, established a vigil mechanism by framing a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination shall be meted out to any person for a genuinely raised concern. The designated officer/ Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud / misconduct on [email protected]. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

The Whistle Blower Policy is also posted in the Investors section of the Company's website www.hil.in on the following link http://hil.in/investors/codes-policies/.

REMUNERATION POLICY

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013. The details of the same are provided in the Corporate Governance Report. The Policy is also posted in the Investors section of the Company's website www.hil.in on the following link http://hil.in/investors/codes-policies/.

SEXUAL HARASSMENT POLICY

The Company as required under the provisions of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

In the year under review, the Company has not received any complaint under the said Policy.

RELATED PARTY TRANSACTIONS

The Board of Directors, on recommendation of the Audit Committee framed a policy for Related Party Transaction which includes policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013. The details of the same are provided in the Corporate Governance Report. The Policy is also posted in the Investors section of the Company's website www.hil.in on the following link http:/ /hil.in/investors/codes-policies/.

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The requisite details of the related party transactions entered into during the financial year are provided as Annexure (II) to this report. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis.

None of the Directors, other than to the extent of their shareholding, receipt of remuneration / commission, has any pecuniary relationships or transactions vis-a-vis the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors' Responsibility Statement as required under the provisions of Section 134(3)(c) of the Companies Act, 2013, is given in the Annexure (III) attached hereto and forms part of this Report.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance coupled with good corporate practices. As per the

requirements of Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance for the year 2014-15 and a Certificate from the Auditors of the Company M/s. S R Batliboi & Associates LLP., Chartered Accountants, [ICAI Firm Registration Number: 101049W] is furnished as part of the Annual Report.

The Ministry of Corporate Affairs has issued Corporate Governance Guidelines in December, 2009. While these Guidelines are recommendatory in nature, your Company has already adopted most of the Guidelines. The Company will be reviewing its Corporate Governance Practices in the context of other recommendations under the said Guidelines for appropriate adoption.

AUDIT COMMITTEE

Your Company has constituted an Audit Committee as per the requirements of section 177 of the Companies Act, 2013. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013, is given in the Corporate Governance Report furnished as part of the Annual Report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

HUMAN CAPITAL

The strong performance of your Company has been achieved through excellent work and team-spirit of the Company's employees. Your Company believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets.

The changes in the Organisation Structure implemented last year has given the Company rich dividends in terms of higher focus on individual businesses to optimise best resources & to leverage the market potential. We have benchmarked ourselves with the market and have identified the high Performers on critical roles and rewarded them appropriately, which has helped to achieve better employee engagement and financial results. Through appropriate Performance Management systems the Company differentiates the employees with potential to take higher challenges and devise a separate career program for their retention and advancement. A customized Competency based Leadership Program has been devised for High - Potential employees with focus on their Individual Development Plan & helping them to become future leaders. Nurturing young, hi potential talent has been our focus through the CEO Circle program wherein the selected participants are provided rigorous leadership training for 2 years to prepare them to take-up higher roles in the organization. We continue to strive to build a performance driven culture and create an environment conducive for the employee's growth.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors, on recommendation of the Corporate Social Responsibility Committee framed a Corporate Social

Responsibility Policy in consonance with Section 135 of the Companies Act, 2013 read with the rules framed there under duly indicating the activities to be undertaken by the Company as specified in the Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Policy is posted in the Investors section of the Company's website www.hil.in on the following link http://hil.in/investors/codes-policies/.

The Annual Report on CSR activities is annexed herewith as Annexure (IV) and forms part of this report.

RISK MANAGEMENT

The Risk Management programme at HIL is focused on ensuring that risks are known and addressed. The Board of Directors, on recommendation of the Audit Committee, established a robust Risk Management framework by framing a Risk Management Policy to deal with all risks including possible instances of fraud and mismanagement, if any. The Risk Management Policy details the Company's objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities.

As a part of the Risk Management framework, the Company has implemented an online Risk Management tool to help monitor and mitigate risks by assigning the risks to different officers/committees. The Board is of the opinion that there are no elements of risks that may threaten the existence of the Company. The board periodically tracks the progress of implementation of the Risk Management policy.

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s. S R Batliboi & Associates LLP., [ICAI Firm Registration Number: 101049W], were re-appointed by the members at the 67th Annual General Meeting held on 18th July, 2014 for a term of 3(Three) years till the conclusion of 70th Annual General Meeting to be held in 2017. Members are requested to ratify the same at the ensuing Annual General Meeting of the company, in accordance with section 139 of the Companies Act 2013.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2015 forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors which requires explanation or comments from the Board.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the rules framed thereunder, the cost audit records maintained by the Company in respect of its cement products manufacturing activity are required to be audited by a Cost Auditor. The Board of Directors, on recommendation of the Audit Committee, appointed M/s S S Zanwar & Associates, as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2016 at a remuneration of Rs.6.00 (Six) lakhs. Members are requested to ratify the remuneration payable to the Cost Auditors at the ensuing Annual General Meeting of the company, in accordance with section 148 of the Companies Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates, Practicing Company Secretaries for the financial year ending 31st March, 2015 is given in the Annexure (V) attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self explanatory and requires no further explanation from the Board.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed there under, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure (VI) and forms part of this Report.

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

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure (VII) attached hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to the provision of Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are set out in Annexure (VIII) of this Report.

ACKNOWLEDGEMENTS

The Board of Directors places on record their appreciation for the co-operation and support extended by all stakeholders in the Company including the Shareholders, Bankers, Regulatory Bodies, Suppliers and other Business Associates.

The Directors also wish to place on record their deep sense of gratitude and appreciation for all the employees for their commitment and contribution towards achieving the goals of the Company.

On behalf of the Board of Directors

Sd/- CK BIRLA New Delhi, 27th April, 2015 Chairman

Mar 31, 2014

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their Report and the Audited Financial Statements of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS Rs. in lacs 2013-14 2012-13

Net Revenue from operations 86947 103651

Earnings Before Interest, Depreciation & Tax 5239 12867

Less: Interest 1023 1061

Depreciation 2872 2671

Profit Before Tax and Exceptional items 1344 9135

Less: Exceptional items 355 -

Profit before Tax 989 9135

Less: Taxes 276 3072

Profit for the year 713 6064

Balance as per last year 4708 5387

AVAILABLE FOR APPROPRIATION 5421 11450

General Reserve 100 5000

Interim Dividend on Equity Shares - 560

Proposed Final Dividend on Equity Shares 373 933

Corporate Dividend Tax 63 249

Balance Carried to Balance Sheet 4885 4708

DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 5/- per equity share (50% of the paid-up capital) as against the total dividend of Rs. 20/- paid last year (200% of the paid up capital) for your consideration and approval at the ensuing Annual General Meeting of the Company.

The total dividend outgo will be Rs. 436.54 lacs (including dividend distribution tax)

OVERALL ECONOMIC OUTLOOK

The year 2013-14 witnessed the recovery of global economy from the global crisis of 2009. Global activity has broadly strengthened and is expected to improve further in 2014-15, according to the April 2014 World Economic Outlook, with much of the impetus for growth coming from advanced economies. Although downside risks have diminished overall, lower-than-expected inflation poses risks for advanced economies, there is increased financial volatility in emerging market economies, and increases in the cost of capital will likely dampen investment and weigh on growth.

The Indian Economic growth in 2013- 14 slowed down to a decade low of less than 5%. The growth slowdown was mainly attributable to contraction in manufacturing sector coupled with low investment and consumption in infrastructure sectors although the effect was partly offset by modest growth in Agriculture and allied sectors and growth in exports due to rupee depreciation.

PERFORMANCE

In the year 2013-14, the Company''s revenue stood at Rs. 978 Crores as compared to Rs. 1166 crores in the previous year. Consequently, Profit Before Tax for the year under review witnessed steep decline to Rs. 9.89 crores as compared to Rs. 91.35 crores reported last year. The drop in profitability is mainly attributable to subdued market conditions coupled with overall rise in all costs on account of various external factors. The Company''s continued focus on managing costs through various initiatives helped to minimise the overall impact of cost increase to some extent.

While the external factors beyond the control of the Company have seriously impacted the bottom line, the Company has managed to increase it''s market share in the sheeting which is its largest revenue segment generating business. To improve the liquidity the Company reduced its working capital.

During the year under review the Company has undertaken various strategic initiatives such as diversification into manufacture of Advanced Polymer Products, expansion of Golan and Kondapally plants, addition of fuel efficient boilers etc.,

Fibre Cement Sheet Products

Fibre Cement Sheets continue to be the major revenue earner for the Company. The year under review was challenging for the manufacturing sector especially so for companies engaged in the building material sector. The Fibre cement industry witnessed a de-growth of 19% during the year under review mainly due to poor demand from housing and infrastructure sectors and also change of consumption pattern among the users. However, your company could reduce the said impact to some extent by aggressive marketing strategies which have helped the company to outperform the industry by increasing its market leadership. The fibre cement sheet industry is expected to grow at a modest rate of 3% during the current year.

During the year under review, Company terminated the lease agreement entered with M/s. Sturdy Industries Limited in view of subdued market conditions and optimised capacity at its other locations by optimal planning.

Your Company expects that the focus on low cost mass housing, providing school shelter and developing proper infrastructure in the rural areas continue to be main focus of the Government and expect this will gain momentum during the current year. These initiatives will be the key drivers which will influence the demand for construction material. The Fibre cement sheets will continue to be the preferred choice for the roofing requirement of millions of rural population in India as still around 65% of the population lives in rural India. With augmenting of existing capacities, your company is confident of its growth aspirations and maintaining its market leadership.

Green Building Products

The Government''s continued support, focus and encouragement for using green building products has given an additional impetus to the growth of the building material industry. HIL continued its initiative of educating masses on carbon foot print reduction by using Environment friendly products during last year also.

A commitment towards producing green building products and solutions with an ultimate aim of helping the Construction and Infrastructure Industry to build green and sustainable habitats has been the vision followed by the Company consistently.

Many initiatives were undertaken during this period to create pull for the brand. Event sponsorship and awards helped establish connect with the right target group, and is helping in establishing a strong bond with all our customers.

Aerocon AAC - Blocks

AAC blocks manufacturing is a low entry barrier business. This has lead to substantial addition in AAC capacity during 2013-14, especially by regional players in the West and South markets, resulting in a huge over supply scenario.

This has resulted in intense price war in the market, especially in Gujarat and Maharashtra, leading to a 20% drop in sales as compared to 2012-13.

Well planned and successful marketing strategies have made Aerocon Blocks a much preferred choice over competition. HIL continue to retain its core strength like Customer focus, quality and speed of delivery leading to enhanced customer satisfaction.

With increasing awareness and acceptance for usage of green building products, market for AAC blocks is expected to grow multi-fold in the years to come. Your company has put in place aggressive sales strategies like key account management, branding and premium service levels, to ensure increase in market share and full utilisation of the manufacturing facilities.

Aerocon Panels

Continued slow down in the infrastructure projects which generally offers maximum potential for usage of Aerocon Panels, adversely affected this business in 2013-14. However, with your company focussing on alternative consumer segments like healthcare, industrial segments etc., and the momentum in infrastructure segment expected to pick up, the outlook for 2014-15 is very robust. Your company will continue its focus on Tier 2 and Tier 3 towns which are witnessing good growth in real estate and infrastructure projects.

Thermal Insulation - HYSIL

With the absence of major green field projects or capacity expansion by existing players on account of poor growth in infrastructure industry, this has led to drop in sales of thermal insulation products manufactured by your company. However the export market contributed modestly to this segment performance. Your Company is vigorously working on the couple of leading players in the UAE and Iran markets to promote export of HYSIL product which will accelerate growth in current year. HYSIL has received international certifications from of TUV-SUD and CE which will give it access to market in other countries as well. Your company will continue its focus on exports primarily to GCC countries.

NEW PROJECTS

In tandem with our motto- "Upgrading India''s life spaces", and adding to our portfolio of building materials your Company ventured into manufacturing of Advanced Polymer Products, with cPVC and uPVC plumbing products. Looking at the attractive growth of the Plastic plumbing products market and with intent to leverage the Company''s pan India manufacturing, distribution and selling facilities, HIL forayed into this segment with the commissioning of its state of art cPVC and uPVC Pipes and Fittings manufacturing unit at Faridabad, Haryana on 7th October''2013 with an initial capacity of 6000 MT. The products are being marketed under the brand name of "AEROCON Pipes and Fittings".

As mentioned in our last year report, in order to sustain the existing market and grow at a faster phase, the Company has started the process of setting up a project for manufacture of AAC Blocks in Jhajjar in Haryana. The project is progressing as per the timelines envisaged and expected to start its commercial production latest by beginning of last quarter of current fiscal.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis is appended as Annexure (IV) to this report as per the requirements of Listing Agreement with the Stock Exchange(s).

DIRECTORS

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. C.K.Birla, Chairman and Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. In accordance with the provisions of Companies Act, 2013 and the Listing Agreement, the office of directorship of Mr. P Vaman Rao and Mr. Yash Paul, existing Independent Directors pursuant to Clause 49 of the listing agreement, was liable to retirement by rotation. With the enactment of the Companies Act, 2013 (Act'') it is now incumbent upon every listed Company to appoint ''Independent Directors'' as defined in section 149 of the Act, which has been notified w.e.f 1st April 2014, who are not liable to retire by rotation and shall hold office for a term up to 5 (five) consecutive years. Accordingly, It is proposed to appoint Shri. P. Vaman Rao & Shri. Yash Paul as Independent Directors under Section 149 of the Act and Clause 49 (revised) of the Listing Agreement to hold office for 5 (five) consecutive years from 18th July 2014 up to 17th July 2019, whose office shall not be liable to retire by rotation, at the ensuing Annual General Meeting of the Company. The Resolution proposing their reappointment as Independent Directors will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the Company.

Shri. Krishnagopal Maheshwari, Director of the company due to personal reasons resigned from the directorship of the Company w.e.f 5th May, 2014. The Board places on record its deep appreciation for the valuable services rendered by him during association of about 50 years as a Director of the Company.

Shri. Shreegopal Daga, Director of the company due to his personal reasons resigned from the directorship of the Company w.e.f 7th May, 2014. The Board places on record its deep appreciation for the valuable services rendered by him during association of about 39 years as a Director of the Company.

The Board of Directors of the Company co-opted Shri. Desh Deepak Kehetrapal as an Additional Director of the Company with effect from 28th October 2013, in the category of Non-Executive and Non-Independent Director, pursuant to Section 260 of the Companies Act, 1956 read with Article 114 of the Articles of Association of the Company. The Board of Directors of the Company also co-opted Smt. Gauri Rasgotra as an Additional Director of the Company with effect from 8th May 2014, in the category of Independent Director, pursuant to Section 149, 161 of the Companies Act, 2013 read with Article 114 of the Articles of Association of the Company.

Shri. Desh Deepak Kehetrapal and Smt. Gauri Rasgotra holds the office of Director, as Additional Director, until the date of the ensuing Annual General Meeting of the Company and are eligible for appointment as a Director. Keeping in view their experience and expertise, the Board considers it desirable that the Company should continue to avail the services of Shri. Desh Deepak Kehetrapal and Smt. Gauri Rasgotra, as their presence as Director on the Board would be of immense benefit to the Company. The Resolution proposing their appointment will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Clause 49 (Corporate Governance) of Listing Agreement, forms part of Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement as required under the provisions of Section 217 (2AA) of the Companies Act, 1956, is given in the Annexure (I) attached hereto and forms part of this Report.

CORPORATE GOVERNANCE

The Company has been making every effort to improve governance and transparency in the conduct of business. Your Company is committed to good Corporate Governance coupled with good corporate practices. As per the requirements of Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance for the year 2013-14 and a Certificate from the Auditors of the Company M/s. S.R. Batliboi & Associates LLP., Chartered Accountants, [ICAI Firm Registration Number: 101049W] is furnished as part of this Annual Report.

The Ministry of Corporate Affairs has issued Corporate Governance Guidelines in December, 2009. While these Guidelines are recommendatory in nature, the Company has already adopted most of the Guidelines. The Company will be reviewing its Corporate Governance Practices in the context of other recommendations under the said Guidelines for appropriate adoption.

HUMAN CAPITAL

Human Capital has gained prime importance in last few years. Our Company believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets.

We have changed the Organisation Structure to optimise best resources & to leverage the market potential. We have identified the high Performers and rewarded them appropriately, which has helped to achieve better employee engagement. Through Performance Management the Company differentiates the employees with potential to take higher challenges and devise a separate career program for their retention and advancement. A customized Competency based training program has been devised for High - Potential employees with focus on their Individual Development Plan & helping them to become future leaders.

We are striving to build a performance driven culture and create an environment conducive for the employee''s growth.

AUDITORS

The Statutory Auditors of the Company, M/s. S.R.Batliboi & Associates LLP., ICAI Firm Registration Number: 101049W, who retire at the conclusion of ensuing Annual General Meeting, being eligible, offer themselves for re- appointment for a term of 3(Three) years in accordance with section 139 of the Companies Act 2013.

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

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under 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 are given in the Annexure (ii) attached hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other required particulars of the employees are set out in Annexure (III) attached hereto and forms part of this Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENTS

The Board of Directors places on record their appreciation for the co-operation and support extended by all stakeholders in the Company including the Shareholders, Bankers, Suppliers and other Business Associates.

The Directors also wish to place on record their appreciation for all the employees for their commitment and contribution towards achieving the goals of the Company.

On behalf of the Board of Directors

C.K. BIRLA

New Delhi, 8th May, 2014 Chairman

Mar 31, 2013

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their Report and the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

Rs.in lacs

2012-13 2011-12

Earnings before Interest, Depreciation and Tax 12867 11599

Less: Interest 1061 746

Depreciation 2671 2117

Profit before Tax 9135 8736

Less:Taxes 3071 2681

Profit for the year 6064 6055

Balance as per last year 5386 4933

AVAILABLE FOR APPROPRIATION 11450 10988

APPROPRIATION

General Reserve 5000 4000

Interim Dividend on Equity Shares 560 448

Proposed Final Dividend on Equity Shares 933 933

Corporate Dividend Tax 249 221

Balance carried to Balance Sheet 4708 5386

DIVIDEND

During the year the Board has declared an Interim Dividend of Rs.7.50/- per equity share (75% of the paid-up capital). Your directors are now pleased to recommend a final dividend of Rs.12.50/- per equity share (125 % of the paid-up capital) for your consideration and approval at the ensuing Annual General Meeting of the Company.

With the proposed final dividend, the total dividend for the year 2012-13 would be Rs.20/- per share (200% of the paid-up equity capital).

The total dividend outgo will be Rs.1741.83 lacs (including dividend distribution tax)

CHANGE OF COMPANY''S NAME:

Your directors are pleased to inform that as approved by the members at the previous Annual General Meeting, the request for change of name of your Company from "Hyderabad Industries Limited" to "HIL Limited" has been approved by the Registrar of Companies, Andhra Pradesh effective from 16th August 2012. The new name depicts your Company''s diversified business activities with a pan India presence and reflects the new and vibrant corporate image.

OVERALL ECONOMIC OUTLOOK

The global economy which is yet to shake off from the fallout crisis of 2008-2009, dropped to almost a growth of 3 percent in 2012, which indicates that about half a percentage point has been wiped off from the long-term trend since the crisis emerged. The East Asia and Pacific region continues to be the main driver for global growth, contributing around 40 percent of global growth in 2012. Driven by strong domestic demand, the region grew at 7.5 percent in 2012, higher than any other region in the world. While developing economies excluding China grew 6.2 percent in 2012, up from 4.5 percent in 2011 China''s growth slowed to 7.8 percent in 2012.

The Indian Economy posed the lowest annual growth in the last decade with its Gross Domestic Product (GDP) growth estimated to be just over 5%. Industrial production figures show a worrying slowdown and lack of spending in Infrastructure has posed severe challenges for the related industries.

PERFORMANCE

In the year 2012-13, the Company''s revenue increased to Rs.1,166 crores from Rs.949 crores in the previous year, a growth of 23% over the previous year. Profit Before Tax posted a modest growth of 5% from Rs.87.36 crores last year to Rs.91.35 crores in the year under review. The company witnessed an overall rise in all costs during the year under review on account of various external factors. However with an all round focused and un-relented approach by the Management on various cost saving initiatives your Company could reduce the overall burden of cost increase to a great extent.

Fibre Cement Sheet Products

Fibre Cement Sheets continue to be the major revenue earner for the Company. Year 2012-13 was difficult for the manufacturing sector, especially for the building material sector. The Fibre cement industry registered a growth of an only 3% mainly due to poor demand from housing and infrastructure sectors. However, despite all the odds, the company''s sales volume grew by 5.5 % and your company continues to maintain its market leadership. A silver lining is seen on the horizon of 2013-14. The Indian economy is on its path of recovery as is the Government''s increased spending on housing infra projects. The Fibre Cement Sheet Industry is estimated to grow between 5% and 6% during the financial year 2013-14.

The Government''s increased focus on low cost mass housing, providing school shelter and developing proper infrastructure in the rural areas are gaining momentum. These initiatives will be the key drivers which will influence the demand for construction material. The Fibre cement sheets will continue to be the preferred choice for the roofing requirement of millions of rural population in India. With augmenting of existing capacities established and new facilities being planned, your company is confident of its growth aspirations and maintaining its market leadership.

Green Building Products

The Government''s continued support, focus and encouragement for using green building products has given an additional impetus to the growth of the building material industry. Environment sustainability, reduction of carbon emissions, educating masses on green building products, providing eco-friendly solutions have been HIL''s approach. A commitment towards producing green building products and solutions with an ultimate aim of helping the Construction and Infrastructure Industry to build green and sustainable habitats has been the vision followed by the Company consistently.

In addition to IGBC, Aerocon Panels and Blocks obtained GRIHA green product certification in 2012-13. Many strategic initiatives were undertaken during this period to create pull for the brand. Event sponsorship and awards

helped establish connect with the right target group, and is helping in establishing a strong bond with all our customers.

The year 2012-13 was also a year of recognition of HIL''s efforts by the industry. Your Company is proud to receive Manufacturing Excellence award by ITP publishing, Design Wall award by ET Acetech, Outstanding Entrepreneur by GOI, Best Innovation in Brand Management, Innovation in HR practices, Best Innovation in sustainability and Innovative product category, the awards and accolades received is a testimony of HIL''s commitment to excellence and market leadership.

Aerocon AAC - Blocks

Well planned and successful marketing strategies have made Aerocon Blocks a much preferred choice over competition. Customer focus, quality and speed of delivery have been HIL''s core strength. Today, Aerocon is a preferred choice of the customers.

Aerocon blocks registered an impressive growth of 26% in volume terms during 2012-13. The acceptance of AAC blocks has increased many folds in the building industry due to its economy, reduced consumption of high value materials like steel, cement, sand, water, labour etc. This has led to a higher penetration in this product category and an increase in demand. AAC blocks manufacturing is a low entry barrier business leading to many regional players mushrooming in a short span of time. Due to this, the competition is likely to intensify further. Branding and aggressive sales strategies will be the key differentiators for Aerocon blocks.

Aerocon Panels

In view of considerable slow down in the infrastructure projects where Aerocon Panels are mostly used, the business was adversely affected in 2012-13. However, the infrastructure segment is expected to pick up momentum during second half of 2013-14 with major focus on segments such as Hospitality, Healthcare, Education, Industrial, IT and ITES. Your company will also focus on Tier 2 and Tier 3 towns which are witnessing good growth in real estate and infrastructure projects.

Thermal Insulation - HYSIL

The Thermal insulation industry did see a modest growth in 2012-13, majorly due to postponement of most of the green field projects and expansions. Hysil''s increased focus on exports ensured sustainable growth. In 2013-14, sales grew by 9% of which exports contributed to 5%. Breakthrough in UAE and Iran markets will accelerate growth. HYSIL has received international certifications "TUV-SUDÂ and "CEÂ which will give access in other countries as well. Your company will continue its focus on exports primarily to GCC countries.

NEW PROJECTS

As a part of our market share enhancement strategy, the Company is constantly exploring options for augmenting capacity at the existing locations and also by setting up new plants in strategic locations to keep pace with the growing demand for our products.

During the year under review the Company has started land acquisition process for its proposed new AAC Blocks unit.

Wind Power: - Expanding its footprint into the renewable energy sector your Company has set up a 2.50 MW Wind Power Project in Jodhpur District of Rajasthan during the year. With this the total Wind Power installed Capacity of the Company has increased to 7.35MW.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis is appended as Annexure (IV) to this report as per the requirements of Listing Agreement with the Stock Exchange(s).

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Krishnagopal Maheshwari and Mr. Yashpaul, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, will be offering themselves for re-appointment.

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Clause 49 (Corporate Governance) of Listing Agreement, forms part of Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement as required under the provisions of Section 217 (2AA) of the Companies Act, 1956, is given in the Annexure (I) attached hereto and forms part of this Report.

CORPORATE GOVERNANCE

The Company has been making every effort to improve governance and transparency in the conduct of business. Your Company is committed to good Corporate Governance coupled with good corporate practices. As per the requirements of Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance for the year 2012-13 and a Certificate from the Auditors of the Company M/s. S.R. Batliboi & Associates LLP., Chartered Accountants, (ICAI Firm Registration Number: 101049W) is furnished as part of this Annual Report.

The Ministry of Corporate Affairs has issued Corporate Governance Guidelines in December, 2009. While these Guidelines are recommendatory in nature, the Company has already adopted most of the Guidelines. The Company will be reviewing its Corporate Governance Practices in the context of other recommendations under the said Guidelines for appropriate adoption.

HUMAN CAPITAL

Your Company focus has increased over the years towards Human Capital. Your Company believes that the support of human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets.

Your Company has successfully migrated to an improved Performance Management System to identify the high Performers & reward them appropriately which has helped to achieve better employee engagement score. Through

Performance Management the Company differentiates the employees with potential to take more challenges and devise a separate career program for their retention and advancement. A customized Competency based training program has been devised for High - Potential employees with focus on their Individual Development Plan & helping them to become future leaders.

We are striving to build a performance driven culture and create an environment conducive for the employee''s growth.

AUDITORS

The Statutory Auditors of the Company, M/s. S.R.Batliboi & Associates LLP., (converted their existing partnership firm into LLP w.e.f. 01.04.2013) ICAI Firm Registration Number: 101049W, who retire at the conclusion of ensuing Annual General Meeting, being eligible, offer themselves for re-appointment.

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

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under 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 are given in the Annexure (II) attached hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other required particulars of the employees are set out in Annexure (III) attached hereto and forms part of this Report.

ACKNOWLEDGEMENTS

The Board of Directors places on record their appreciation for the co-operation and support extended by all stakeholders in the Company including the Shareholders, Bankers, Suppliers and other Business Associates.

The Directors also wish to place on record their appreciation for all the employees for their commitment and contribution towards achieving the goals of the Company.

On behalf of the Board of Directors

C.K. BIRLA

Chairman

New Delhi, 3rd May, 2013

Mar 31, 2012

The Directors have pleasure in presenting their Report and the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS Rs. in lacs

2011-2012 2010-2011

Earnings before Interest,

Depreciation and Tax 11599.32 9771.68

Less: Interest 746.05 562.94

Depreciation 2117.58 1794.93

Profit before Tax 8735.69 7413.81

Less:Taxes 2681.14 2353.39

Profit for the year 6054.55 5060.42

Balance as per last year 4933.66 4262.68

AVAILABLE FOR APPROPRIATION 10988.21 9323.10

APPROPRIATION

General Reserve 4000.00 3000.00

Interim Dividend on Equity Shares 447.75 447.75

Proposed Final Dividend on

Equity Shares 932.82 746.26

Corporate Dividend Tax 221.08 195.43

Balance carried to Balance Sheet 5386.56 4933.66

DIVIDEND

During the year the Board has declared an Interim Dividend Rs. of 6/- per equity share (60% of the paid-up capital). Your directors are now pleased to recommend a final dividend of Rs. 12.50/- per equity share (125% of the paid-up capital) for your consideration and approval at the ensuing Annual General Meeting of the Company.

With the proposed final dividend, the total dividend for the year 2011-12 would be Rs. 18.50/- per share (185% of the paid-up equity capital).

The total dividend outgo will be Rs. 1601.65 lacs (including dividend distribution tax)

OVERALL ECONOMIC OUTLOOK

After the extended phase of slowdown starting from

2008-09 on account of global recession, the economic prospects in US and Asia showed signs of improvement in 2011-12. As per the latest IMF forecast, IMF has increased world output growth projections to 3.5% for the year. However, it has also cautioned that though the outlook for the global economy is slowly improving but it is still fragile.

The Euro zone crisis has rocked the economy again with shocks of sovereign debt crisis emerging from various major economies of the Euro Zone. As Europe enters a recessionary phase, its impact may trickle down to the rest of the world as well. The biggest risks to the global economy in 2012-13 stems from the oil price spikes, deterioration in the European crisis and the investment slump in other developing economies.

The Indian Economy's overall Gross Domestic Product (GDP) growth is estimated at 6.9% in 2011-12. India's current account deficit is expected to touch 4%of GDP in the 2011-12 fiscal year compared to 2.6% in the previous year, the worst in at least eight years on account of a widening trade gap. Government in its latest fiscal budget showed its fiscal deficit to have ballooned to 5.9% of the GDP in 2011-12 which is projected to come down to 5.1% in 2012-13. India's balance of payments slipped into negative territory for the first time in last three years.

High inflation continues to be an area of concern for the common man and would pose a serious challenge for the Government during 2012-13, driven mainly by food inflation and increasing cost of living. Government was compelled to take tough measures such as raising the interest rates, revising the quota restrictions for import/export of commodities etc. However, the long-term prospect of the Indian economy, including the infrastructure and industrial sectors, continue to remain positive. The Economic growth can accelerate if the government implements its various policy reforms and initiatives such as more efficient use of fuel and fertilizer subsidies and an early implementation of the GST and Direct Tax Code, thereby reducing structural fiscal deficits and improve India's investment climate. With good monsoons in the last year and healthy food stocks together with forecasts of a normal monsoon this year, we expect the Indian Economy and especially the rural demand to register a reasonable growth.

PERFORMANCE

In the year 2011-12 the Company's revenue increased to

Rs. 949 Crores from Rs. 802 Crores in the previous year, a growth of 18% over the previous year. The Profit Before Tax has also increased from Rs. 74.14 crores to Rs. 87.36 crores registering a growth of 18 %. The growth in turnover and profitability is mainly attributed to aggressive marketing strategy and ongoing cost saving initiatives.

Fibre Cement Sheet Products

Fibre Cement Sheets continue to be the major revenue earner for the Company. During the year under review it registered a growth of 13% in revenue over the previous year. The Fibre Cement Sheet Industry is estimated to grow at around 5% - 7% during the financial year 2012-13 on account of good monsoon in 2011-12, increase in rural income on account of good agricultural production coupled with increase in minimum support price.

The housing shortage continues to be large which offers opportunity for growth to the Company. Implementation of Government of India's infrastructure development projects have started gaining momentum. This together with other Government sponsored initiatives in providing low cost housing and schools for the masses are expected to increase demand for construction materials including fibre cement sheets. With the additional capacities established during the year under review and new facilities planned in 2012-13, your Company is confident of maintaining its market leadership.

Green Building Products

Increasing concern and importance being given to conserve environment and its sustainability, is resulting into increasing preference for Green building products. The Company's drive in growing the Green Building Products business has achieved considerable success. Your Company is committed towards producing sustainable green building products and solutions with an ultimate aim of helping the Construction and Infrastructure Industry to build green habitats.

Aerocon AAC - Blocks

The Aerocon Blocks, a key offering in the Company's product basket as part of its Green Building Products initiative, registered an impressive growth of over 100% during the period under review, mainly on account of stabilization and full capacity utilization of the Golan plant in Gujarat and Company's aggressive and successful marketing strategies in developing this business. This has resulted in an increase in market share from 20% to 26% in the Southern & Western regions of the Country. Our Aerocon Blocks besides being environment friendly (Green) has several advantages for the user in terms of speed of construction and cost savings. This is resulting in increased demand and preference for our AAC Blocks over the conventional products such as red clay bricks which is no longer a favoured product. This division will continue to grow although there will be pressure on prices as competition is likely to intensify further with new entrants in the market. High acceptance of our Aerocon brand and our focus on quality, reliability and customer service has helped us to attain our leadership position. Your Company has ambitious plans to setup new capacities to cater to the growing demand in the forthcoming years.

Aerocon Panels

Aerocon Panels, for construction of prefab structures and partition walls, have been extensively used in the infrastructure sectors like roadways, power plants and airports as well as in the commercial buildings such as malls and modern offices. An innovative and new age product, these panels have created a niche for themselves due to ease of installation and speedy construction as benefits to the users.

During the year under review, the sales of Aerocon Panels in quantity terms has increased by 21% over the previous year while the industry grew by 16% during the same period. The Company's Aerocon Panels enjoys a domestic market share of 58%.

Thermal Insulation - HYSIL

The augmented capacity in 2011-12 helped us to retain our market share of 65% despite the entry of new manufacturers within India and continued imports from China.

The sales in quantity terms of thermal insulation segment grew by 7% over the previous year, keeping pace with the industry growth. However, the future outlook is critically dependent on the commissioning of green field projects. The industry is likely to grow at a rate of 5 % p.a. This division has chalked out plans to expand the market by entering into pipe insulation and renewed thrust on exports, primarily to GCC countries.

NEW PROJECTS

As a part of our market share enhancement strategy, the Company is constantly exploring options for augmenting capacity at existing locations and also by setting up new plants in strategic locations to keep pace with the growing demand for our products.

During the year under review the Company has started commercial production of its second Line at its Fibre Cement Sheet Plant at Sathariya, U.P. With this additional line the total installed capacity of our plant at Sathariya, in Uttar Pradesh has increased to 1,80,000 TPA.

Wind Power :- Expanding its footprint into renewable energy sector your Company has set up a 1.25 MW Wind Power Project near Coimbatore, Tamilnadu. The Wind Turbine was commissioned in September 2011 and the energy generated from the project was used for captive consumption at our AAC Blocks manufacturing unit near Chennai, Tamilnadu. With this, both the AAC Blocks manufacturing units of the Company are now operating with captive Wind Energy Turbines, making the Company's green Blocks greener.

The Company is also setting up a 2.50 MW Wind Power Project in Jodhpur District of Rajasthan which is expected to commission by May, 2012. With this the total Wind Power installed Capacity of the Company would be 7.35MW. Your Company has ambitious growth plans in Renewable energy sector, but future expansion plans grossly depends on the consistency of the policies of the Government of India.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis is appended as Annexure (IV) to this report as per the requirements of Listing Agreement with the Stock Exchange(s).

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. C.K. Birla and Mr .P Vaman Rao, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, will be offering themselves for re-appointment.

The term of Mr.Abhaya Shankar, as Managing Director of the Company is due for renewal on 30th April, 2012. On recommendation of the Remuneration Committee the Board at its meeting held on 24th January, 2012 duly considering the performance and achievement of the Company under his supervision and leadership, subject to the approval of the members at the forthcoming Annual General Meeting, reappointed Mr.Abhaya Shankar as Managing Director of the Company for a period of 3 (Three) years w.e.f 1st May, 2012.

For Directors seeking appointment/ re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Clause 49 (Corporate Governance) of Listing Agreement, forms part of Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors' Responsibility Statement as required under the provisions of Section 217 (2AA) of the Companies Act, 1956, is given in the Annexure (I) attached hereto and forms part of this Report.

CORPORATE GOVERNANCE

The Company has been making every effort to improve governance and transparency in the conduct of business. Your Company is committed to good Corporate Governance with ethical corporate practices. As per the requirements of Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance for the year 2011-12 and a Certificate from the Auditors of the Company are furnished as part of this Annual Report.

The Ministry of Corporate Affairs has issued Corporate Governance Guidelines in December, 2009. While these Guidelines are recommendatory in nature, the Company has already adopted most of the Guidelines. The Company will be reviewing its Corporate Governance Practices in the context of other recommendations under the said Guidelines for appropriate adoption.

HUMAN CAPITAL

At HIL, amongst all our assets, we consider People as most valuable. To achieve the ambitious goal of doubling our revenues in next four to five years and to sustain our market leadership in all our product segments, we have built a competent and motivated team across the organization.

One of the major achievements during the year 2011-12 was Organizational Restructuring to equip the Leadership team to achieve its goals. We have strengthened our senior leadership Team which will bring in transformation and improvement across all functions. Various initiatives towards acquiring fresh talent, training and providing career growth to retain talent are being put in place.

We have developed a robust mechanism to identify high potential employees and to train them as future leaders, we have institutionalized Management Development Programs (MDPs) & competency based training. We are taking up various initiatives for employee engagement including Performance Management Systems, effective rewards and recognition programs which will build a performance driven culture and create a conducive environment for the employee's growth.

AUDITORS

The Statutory Auditors of the Company, M/s. S.R.Batliboi & Associates., who retire at the conclusion of ensuing Annual General Meeting, being eligible, offer themselves for re-appointment.

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

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and

Outgo as required under 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 are given in the Annexure (ii) attached hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other required particulars of the employees are set out in Annexure (III) attached hereto and forms part of this Report.

ACKNOWLEDGEMENTS

The Board of Directors places on record their appreciation for the co-operation and support extended by all stakeholders in the Company including the Shareholders, Bankers, Suppliers and other Business Associates.

The Directors also wish to place on record their appreciation for all the employees for their commitment and contribution towards achieving the goals of the Company.

Annexure (I): Directors' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 and on the basis of compliance certificate received from the executives of the Company and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

i) That in preparation of the Annual Accounts for the year ended 31st March, 2012; all the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 and of the profit of the Company for the financial year ended 31st March, 2012.

iii) That the Directors have taken proper and sufficient care 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 and detecting fraud and other irregularities.

iv) That the Annual Accounts for the year ended 31st March, 2012, has been prepared on a going concern basis.

On behalf of the Board of Directors

C.K. BIRLA New Delhi, 1st May, 2012 Chairman

Mar 31, 2011

The Directors have pleasure in presenting their Report and the Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS Rs. in lacs

2010-2011 2009-2010

Profit before Interest, Depreciation, Exceptional Items and Taxation 9759.27 15772.12

Less:Interest 550.53 625.14

Depreciation 1794.93 1554.71

Profit before Exceptional Items & Taxation 7413.81 13592.27

Exceptional Items Ã 18.37

Profit after Exceptional Items 7413.81 13573.90

Taxes (2353.39) (4602.08)

Profit after Tax 5060.42 8971.82

Balance as per last year 4262.68 5181.10

AVAILABLE FOR APPROPRIATION 9323.10 14152.92

APPROPRIATION

General Reserve 3000.00 8493.30

Interim Dividend on Equity Shares 447.75 447.75

Proposed Final Dividend on Equity Shares 746.26 746.26

Corporate Dividend Tax 195.43 202.93

Balance carried to Balance Sheet 4933.66 4262.68

DIVIDEND

During the year the Board has declared an Interim Dividend of Rs. 6/- per equity share (60% of the paid-up capital). Your directors are now pleased to recommend a final dividend of Rs. 10/- per equity share (100% of the paid- up capital) for your consideration and approval at the ensuing Annual General Meeting of the Company.

With the proposed final dividend, the total dividend for the year 2010-11 would be Rs. 16/- per share (160% of the paid-up equity capital).

The total dividend outgo would be Rs 1389.44 lacs (including dividend distribution tax)

OVERALL ECONOMY

The Indian Economy in 2010-11 has been considered as one of the fastest growing economies of the world, and is known to have made one of the most rapid recoveries after the global financial meltdown of 2008-09 and the affect of two poor monsoons in 2008-09 & 2009-10. Although the monsoon in 2009-10 was poor which resulted in unsatisfactory yield of Kharif crop, the recovery of both agricultural and manufacturing sectors in the early months of 2010 resulted in an overall GDP of 8.6% in 2010-11. However, the agricultural GDP rate of 0.4% in 2009-10, and unseasonal rains affecting winter crops in 2010-11, combined with high inflation has resulted in lower demand and absence of growth in our industry.

High inflation continues to be an area of concern for the common man and was a serious challenge for the Government during 2010-11. Driven mainly by food inflation and increasing cost of living, Government was compelled to take stern actions such as raising the interest levels. The weaker segments of the population were affected the most, which to a large extent explains the lack of growth in demand for some of the rural/semi-urban products including the fibre cement roof sheeting.

However, the medium to long-term prospect of the economy, including the infrastructure and industrial sectors, continue to remain positive. India is today rated as one of the most attractive investment destinations across the globe. In 2011-12 the growth in our industry is expected to be between 5% to 7%.

PERFORMANCE

In the year 2010-11 the Companys revenue increased to Rs. 801 Crores, a growth of 6% over the previous year and a CAGR of 12% in the last 5 years.

Sales, in quantity terms, of Fibre Cement Sheets increased by 4% over the previous year, as compared to 2% growth in the industry. Poor monsoon in 2009-10 coupled with high inflation had an impact on the spend for new shelter or upgradation. The Industry saddled with excess capacity faced severe pricing pressure. Inspite of escalation in raw material prices the Industry could not pass on the increase to its customers. On account of these two major factors, the Industry saw a drop in profitability. HIL increased its sales volume and market share marginally over the previous year due to its competitive strength.

The Fibre Cement Sheet Industry is estimated to grow at about 5% - 7% in financial year 2011-12 on account of good monsoon in 2010-11, increase in rural income on account of record agriculture production coupled with increase in minimum support price. The housing shortage continues to be large which offers opportunity for growth. With the additional capacities established and further enhancement in capacity planned during the year, your Company is confident of maintaining its market leadership.

Implementation of Government of Indias infrastructure development projects have started gaining momentum. This together with other Government sponsored initiatives in providing homes and schools for the masses in general and the poor in particular is expected to increase demand for construction materials.

Green Building Products

Emphasis on environment and preference for Green building products remains a focus area for the construction Industry. The Companys drive in growing the Green Building Products business also met with considerable success.

Aerocon Panels

Aerocon Panels, used for construction of prefab structures and partition walls, has been extensively used in the infrastructure sectors like roadways, irrigation, power plants, airports etc and also in the construction of malls, schools, colleges etc.

The production in quantity terms of Aerocon Panels has increased by 40% and the sales have increased by 39% respectively over the previous year. The business is expected to grow in excess of 25 % p.a. for next few years.

Aerocon AAC - Blocks

The Aerocon Blocks, another key offering of the Company as part of its Green Building Products initiative, also registered a good growth in 2010-11. This was possible due to the newly commissioned Plant at Golan. After the stabilization period of six months of operation, the Golan plant is operating at above 60% of its capacity. This has helped your Company to capture significant portion of the markets in west and south in a short time amidst intense competition, which is a reflection of the Companys aggressive and successful strategies in developing this business. The division will continue to grow in volumes in the coming year, although there will be pressure on prices as competition is likely to intensify further with new entrants in the market. However, the high acceptance of our

Aerocon brand and our focus on quality and reliability will help the company to grow this business.

The Company has started offering building solutions to its customers, which will help the customers use our products more efficiently and utilize the full value of these products.

Production and Sales, in quantity terms, of AAC Blocks have increased by 42% and 63% respectively over the previous year largely contributed by our newly commissioned Gujarat facility.

Thermal Insulation

During 2010-11, the Thermal Insulation product, which faced capacity constraints also suffered due to surge in imports from China. The augmented capacity, improvements in efficiency and costs will help in recovery of this product segment in 2011-12.

Production and Sales, in quantity terms, of Thermal Insulation products have decreased by 20% and 21% respectively over the previous year on account of the reasons cited above.

NEW PROJECTS

During the year under review the Company started commercial production of its AAC Blocks manufacturing unit at Golan, near Surat, Gujarat in July 2010. This unit will help the company to cater to the growing market for AAC Blocks in the western part of the country, as the demand for this product is expanding due to its inherent advantages of being environment friendly, light weight, good compressive strength and providing better heat insulation.

Wind Power :- The Company has forayed into renewable energy sector in the year under review, in line with the Companys mission of pursuing green businesses. HIL took the initial step by setting up a 3.60 MW (2x1.80MW) Wind Power Project in Vandhiya Village, Kutch Dist, Gujarat. The two Wind Turbines have been commissioned in March and April 2011, respectively. A part of the energy generated from the project shall be used for captive consumption at our AAC Blocks manufacturing unit at Golan, Gujarat and the surplus energy generated shall be sold to Gujarat Electricity Board.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis is appended as Annexure (IV) to this report as per the requirements of Listing Agreement with the Stock Exchange(s).

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Shreegopal Daga and Mr. Yash Paul, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, will be offering themselves for re-appointment.

For Directors seeking re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Clause 49 (Corporate Governance) of Listing Agreement, forms part of Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Directors Responsibility Statement as required under the provisions of Section 217 (2AA) of the Companies Act, 1956, is given in the Annexure (I) attached hereto and forms part of this Report.

CORPORATE GOVERNANCE

The Company has been making every effort to improve governance and transparency in the conduct of business. Your Company is committed to good Corporate Governance with ethical corporate practices. As per the requirements of Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance for the year 2010-11 and a Certificate from the Auditors of the Company are furnished as part of this Annual Report.

The Ministry of Corporate Affairs has issued Corporate Governance Guidelines in December, 2009. While these Guidelines are recommendatory in nature, the Company has already adopted most of the Guidelines. The Company will be reviewing its Corporate Governance Practices in the context of other recommendations under the said Guidelines for appropriate adoption.

HUMAN RESOURCES DEVELOPMENT

The Companys growth and profitability plans can be achieved only through a competent and motivated team of employees. Various initiatives towards having high quality talent, retaining talent and training have been put in place.

A separate cell PACE (Performance And Career Enhancement) has been established to design talent development plans that ensures attracting and retaining the talent and prepare them for taking up critical positions in the future.

We have rolled out the YUVA (Young Unique Vibrant Achievers) programme under which high calibre young talent is hired from top ranking institutes to create a pipeline of talent within the company.

The Industrial Relations at all plants of HIL continue to be cordial, except for the disturbance in our Dharuhera Plant for a period of four weeks.

AUDITORS

The Statutory Auditors of the Company, M/s. S.R.Batliboi & Associates., who retire at the conclusion of ensuing Annual General Meeting, being eligible, offer themselves for re-appointment.

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

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under 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 are given in the Annexure (ii) attached hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other required particulars of the employees are set out in Annexure (III) attached hereto and forms part of this Report. Annexure (I): Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 and on the basis of compliance certificate received from the executives of the Company and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

i) That in preparation of the Annual Accounts for the year ended 31st March, 2011; all the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 and of the profit of the Company for the financial year ended 31st March, 2011.

iii) That the Directors have taken proper and sufficient care 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 and detecting fraud and other irregularities.

iv) That the Annual Accounts for the year ended 31st March, 2011, has been prepared on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors places on record their appreciation for the co-operation and support extended by all stakeholders in the Company including the Shareholders, Bankers, Suppliers and other Business Associates.

The Directors also wish to place on record their appreciation of all the employees for their commitment and contribution towards achieving the goals of the Company.

On behalf of the Board of Directors

C.K. BIRLA Chairman

New Delhi, 27th April, 2011

Mar 31, 2010

The Directors have pleasure in presenting their Report and the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS Rs. in lacs

2009-2010 2008-2009

Profit before Interest,

Depreciation, Exceptional

Items and Taxation 15772.12 9393.46

Less:Interest 625.14 941.90

Depreciation 1554.71 1398.30

Profit before Exceptional

Items & Taxation 13592.27 7053.26

Exceptional Items 18.37 110.62

Profit after Exceptional Items 13573.90 6942.64

Taxes (4602.08) (2533.81)

Profit after Tax 8971.82 4408.83

Balance as per last year 5181.10 2145.36

AVAILABLE FOR APPROPRIATION 14152.92 6554.19

APPROPRIATION

General Reserve 8493.30 500.00

Interim Dividend on Equity Shares 447.75 -

Proposed Final Dividend on Equity Shares 746.26 746.26

Corporate Dividend Tax 202.93 126.83

Balance carried to Balance Sheet 4262.68 5181.10

DIVIDEND

During the year the Board has declared an Interim Dividend of Rs. 6/- per equity share (60% of the paid-up capital). Your directors are now pleased to recommend a final dividend of Rs. 10/- per equity share (100% of the paid-up capital) for your consideration and approval at the ensuing Annual General Meeting of the Company.

With the proposed final dividend, the total dividend for the year 2009-10 would be Rs 16/- per share (160% of the paid-up equity capital).

The total dividend outgo would be Rs 1396.94 lacs (including dividend distribution tax) as against Rs. 873.09 lacs - (100% of the paid-up equity capital) for the year 2008-09.

HOMAGE TO LATE SHRI G. P. BIRLA

We, on behalf of all our stakeholders, wish to place on record our profound sorrow and grief on the sad demise of Shri G.P. Birla on 5th March 2010.

He was a doyen in the industrial world and established a large number of industries in various sectors in India and abroad like automobile, paper, cement, electrical, building products and precision engineering products. He was a noble hearted soul and a great philanthropist and established several large foundations, hospitals and institutions for charitable and educational purposes.

He was awarded "Padma Bhushan" in the year 2006 by the Government of India for his outstanding services to the nation. In his death, the country has lost a great industrialist and a philanthropist.

OVERALL ECONOMY

The year 2009-10 started in a subdued note after the global economy witnessed financial crisis and hefty bailout schemes. However with all-round efforts by the Government of India to face challenge posed by the Global Economy, the Indian Economy sailed through difficult times and responded swiftly. The effectiveness of the policy measures became evident as the year ended on a positive note with a GDP growth of around 7.2% in 2009-10. While most of the sectors have performed reasonably well in the last year, the rural and semi-urban areas contributed significantly to our growth on account of improvement in their net household income, which enabled the Company to perform better.

PERFORMANCE

The year 2009-10 proved to be an another successful year in the history of the Company in all metrics, resulting in higher sales revenues and profits. The Company achieved a growth rate of 14% with overall Gross Turnover of Rs. 756 crores during the year under review. The growth in turnover is mainly attributed to better marketing efforts and the favourable market conditions, both for sheeting and green building products. The Operating Profit margin (PBIDT) improved from 15% to 22% during the year, as a result of all round efforts by the team HIL.

Production and Sales, in quantity terms, of Fibre Cement Sheets have increased by 15% and 5% respectively over the previous year. During the year under review the industry growth of the Fibre Cement Sheets was estimated to be around 6% over the previous year. Due to volatility in the markets and rising price trends the input costs had gone up during the year. However on account of various cost saving measures, improved quality and better realisation, the Fibre Cement Sheet Business reported a significant improvement in profitability during the year.

Our brand "Charminar" established over six decades as a superior brand based on quality, strength and durability, continues to enjoy premium brand equity in the market. The Fibre Cement Sheet Industry is estimated to grow at about 8% in financial year 2010-11 on account of increased income in rural areas coupled with various initiative by Government by way of low-cost/affordable housing scheme for the betterment of the rural population. With the additional capacities established and planned further during the year, your Company is confident of maintaining its market leadership.

With the special focus given to the Companys GREEN BUILDING PRODUCTS DIVISION during the earlier year, the Company could garner the attention of the new generation builders/consumers of the products across India. The market growth for Aerocon Panels has improved considerably during the year. Thermal Insulation segment also reported a reasonable growth during the year. However the AAC Blocks division, on account of increased competition and aggressive pricing by the competitors as well as slackness in the construction industry for the major part of the year, witnessed a decline in revenues. With more focus towards environment protection and sustainability across all Industries and your company being a pioneer in promoting Green Building Products, coupled with various other inherent advantages of the products, the Company is confident to attract a larger customer base going forward. To face the competition in marketing and staying ahead with the curve, the Green Products Division substantially increased its sales team and embarked on new marketing strategies for its various products and is also working with different verticals in the market to increase the awareness of the products and grow the revenue.

The production in quantity terms of Aerocon Panels has increased by 40% and the sales have increased 22% respectively over the previous year.

Production and Sales, in quantity terms, of AAC Blocks have decreased by 10% and 17% respectively over the previous year.

Production and Sales, in quantity terms, of Thermal Insulation products have increased by 16% and 13% respectively over the previous year.

NEW PROJECTS

As part of our market share retention strategy, the Company is constantly exploring the option of enhancing the capacity at its existing location and also to set up new plants in new strategic locations to keep pace with the growing demand for our products.

During the year under review the Company has started commercial production of its second Line at Kondapally village near Vijayawada, AP. Setting up of a new unit at Golan, near Surat, Gujarat for manufacture of AAC Blocks was completed in a record time of 14 months and trial production was started in March 2010. After satisfactory completion of trial runs, we expect the plant to start its commercial production during mid of May 2010. This will help the company to cater to the growing market for AAC Blocks in the western part of the country, as the demand for this product is expanding due to its inherent advantages of light weight, good compressive strength heat and sound insulation and faster rate of construction.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis is appended as Annexure (IV) to this report as per the requirements of Listing Agreement with the Stock Exchange(s).

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. P. Vaman Rao and Mr. Krishnagopal Maheshwari, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, will be offering themselves for re-appointment.

For Directors seeking re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Clause 49 (Corporate Governance) of Listing Agreement, forms part of Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Directors Responsibility Statement as required under the provisions of Section 217 (2AA) of the Companies Act, 1956 is given in the Annexure (I) attached hereto and forms part of this Report.

CORPORATE GOVERNANCE

The Company has been making every effort to improve governance and transparency in the conduct of business. Your Company is committed to good Corporate Governance with ethical corporate practices. As per the requirements of Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance for the year 2009-10 and a Certificate from the Auditors of the Company are furnished as part of this Annual Report.

HUMAN RESOURCE DEVELOPMENT

The various efforts and initiatives being taken by the Company to grow the top line and improve operational efficiencies will be possible with a highly motivated and a competent team. The Company is continually striving towards these objectives. The Industrial Relations at all plants of the Company continued to be cordial. As an important part of HR initiatives, continued focus is being given on training and development of people in the Company and in creating an environment of learning.

AUDITORS

The present Auditors of the Company, M/s. S.R. Batliboi & Co., Chartered Accountants, have expressed their unwillingness to be re-appointed as Auditors of the Company on their retirement at the forthcoming Annual General Meeting. The Board records its appreciation for the assistance and guidance provided by them during their long tenure with the Company. The Board recommends the appointment of M/s. S.R. Batliboi & Associates, Chartered Accountants as Auditors of the Company.

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

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and

Outgo as required under 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 are given in the Annexure (II) attached hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other required particulars of the employees are set out in Annexure (III) attached hereto and forms part of this Report.

TOTAL PRODUCTIVE MAINTENANCE (TPM)

The Company has adopted Total Productive Maintenance (TPM) practices in four of its plants during the year under the guidance of Confederation of Indian Industry. The said practices are continuously followed in the respective areas during the year under review also which has helped the Company to improve operational efficiencies and better utilization of the available resources. Company has plans to implement TPM across all the units in the forthcoming year. Your Directors are confident that the continued practice of the said methodology will help the Company to improve productivity, ensure quality, reduce costs and improve profitability in the coming years.

ACKNOWLEDGEMENTS

Your Directors wish to thank all the Shareholders, the Companys Customers, Business Associates, Trade Partners, Bankers and Suppliers for the continuous support and cooperation extended by them.

The Directors also wish to place on record their appreciation of all the employees for their commitment and contribution towards achieving the goals of the Company.

On behalf of the Board of Directors

C.K. BIRLA New Delhi, 5th May, 2010 Chairman

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