subject: disclosure document pursuant to sebi circular ... · kolkata - 700107 14/11/2016 himadri...

To Date: 26.03.2020

BSE Limited

P J Towers, Dalal Street

Mumbai - 400001

India

Subject: Disclosure Document pursuant to SEBI circular dated October 22, 2019 on “Framework

for listing of Commercial Paper” as amended from time to time.

Ref: Listing of 1000 unit of Commercial Paper of face value of Rs. 5,00,000/- each carrying interest

rate 6.00% p.a

Dear Sir/ Madam,

Pursuant to SEBI circular dated October 22, 2019 on “Framework for listing of Commercial Paper” as

amended from time to time and BSE Circular dated 26 December 2019, we are enclosing herewith

Disclosure Document of aforementioned Commercial Paper to be listed on BSE Ltd.

We request you to kindly take on record the same.

Thanking You,

Yours faithfully

For Himadri Speciality Chemical Ltd

Company Secretary &

Compliance Officer

ACS: 29322

of 15

Annexure I

Disclosures to be provided along with the application for listing

1. Issuer details:

1.1. Details of the issuer:

(i) Name: Himadri Speciality Chemical Ltd

Address: 23A Netaji Subhas Road, 8th Floor, Room No 15, Kolkata – 700 001

CIN: L27106WB1987PLC042756

PAN: AAACH7475H

(ii) Line of business: Manufacturer of carbon material & chemicals

(iii) Managing Director & Chief Executive Officer – Mr. Anurag Choudhary

Chief Financial Officer – Mr. Kamlesh Kumar Agarwal

1.2. Details of the directors:

Name,

Designation and

DIN

Age

(years)

Address Director

Since

List of Other Directorships

Name: Mr. Shyam

Sundar Choudhary

Designation: Whole-

Time Director

DIN: 00173732

72

Years

400 Block-G, New

Alipore, Kolkata -

700053

28/07/1987

Himadri Power Limited,

Sri Agro Himghar Limited,

Tuaman Engineering Limited,

Liberty Projects Private

Limited,

Canvas Realtors Private

Limited,

Floret Developers Private

Limited,

Satadru Developers Private

Limited,

Ninestar Realty Private

Limited,

Bluebell Infracon Private

Limited.

Name: Mr. Bankey

Lal Choudhary,

Designation:

Executive Chairman

DIN: 00173792.

66

Years

400 Block-G, New

Alipore Kolkata -

700053

28/07/1987

Sri Agro Himghar Limited;

Himadri Power Limited;

Himadri Credit & Finance Ltd;

Motovolt Mobility Private

Limited

Name: Mr. Vijay

Kumar Choudhary

Designation: Whole-

Time Director

DIN: 00173858

63

Years

400 Block-G, New

Alipore Kolkata-

700053

28/07/1987

Sri Agro Himghar Limited;

Himadri Power Limited;

Suraksha Nirman Private

Limited;

Dreamway Developers Private

Limited;

Sukhisansar Developers Private

Limited; Dripti Projects Private

Limited; Motovolt Mobility

Private Limited

of 15

Name: Mr. Anurag

Choudhary

Designation:

Managing Director &

CEO

DIN: 00173934

47

Years

400 Block-G, New

Alipore, Kolkata -

700053

14/08/2019

Himadri Credit & Finance Ltd,

Himadri E-Carbon Limited,

Himadri United Motors Private

Limited,

Sri Agro Himghar Limited,

Perfect Hi-Rise Private

Limited,

Pujita Merchandise Pvt Ltd,

Sampoorna Merchandise Pvt

Ltd,

Himadri Industries Private

Limited,

Peaklevel Infrastructure Private

Limited,

Modern Hi-Rise Private

Limited,

Himadri Real Estate Private

Limited,

Anatahan Infrastructure Private

Limited,

Next Generation

Condominiums Pvt Ltd,

AAT Techno-Info Limited,

Salasar Management Limited,

Raghupati Consultants

Limited,

Raghu Management Limited.

Name: Mr. Amit

Choudhary

Designation: Whole-

Time Director

DIN: 00152358

44

Years

400 Block-G, New

Alipore, Kolkata-

700053

14/08/2019



Limited,

Himadri Ujjwal Motors Private

Limited,

Perfect Hi-Rise Private

Limited,

Swarnalekha Developers

Private Limited,

Trimurti Merchandise Pvt Ltd,


Limited,

Sri Siromani Dealers Pvt Ltd,


Limited, Himadri Real Estate

Private Limited,

Padmavati Estates Pvt Ltd,

Bluemoon Realcon Private

Limited,

Hemaprabha Developers

Private Limited,

Next Generation

Condominiums Pvt Ltd,



Rameshwar Consultants

Limited

of 15

Name: Mr. Tushar

Choudhary

Designation: Whole-

Time Director,

DIN: 00174003

43

Years

400 Block-G, New

Alipore Kolkata -

700053

14/08/2019




Limited,

Himadri Ujjwal Motors Private

Limited,

Swarnalekha Developers

Private Limited,

Trimurti Merchandise Pvt Ltd,

Sampoorna Merchandise Pvt

Ltd,


Limited,

Next Generation Traders Pvt

Ltd,

Lotus Villa Private Limited,


Limited,

Himadri Real Estate Private

Limited,

Padmavati Estates Pvt Ltd,



Gopal Management Limited,

Sitaram Management Limited;

Motovolt Mobility Private

Limited

Name: Mr. Sakti

Kumar Banerjee

Designation: Non –

Executive Independent

Director

DIN: 00631772

75

Years

A-4/6 Baitalik,

Kmda Housing

Complex Hiland

Park,

Baghajatin,Panchasa

yar Kolkata- 700094

11/07/2006

-

Name: Mr. Hardip

Singh Mann



Director

DIN: 00104948

67

Years

F-108, Sector-56

Noida- 201301

14/11/2011

-

Name: Mr. Santimoy

Dey


Executive independent

Director

DIN: 06875452

61

Years

Kaikala, Hooghly-

712405

27/05/2014

IFFCO-TOKIO Insurance

Services Limited

Name: Mr. Hanuman

Mal Choraria


67

Years

565/1 S K Deb Road

Sri Krishna Vatika

3rd Floor Flat 3 G

Kolkata- 700048

11/08/2014

Shyam Steel Industries

Limited;

Senco Gold Limited;

Oswal Construction Private

of 15


Director

DIN: 00018375

Limited;

Saibaba Professional

Consultants Private Limited; H.

M. Choraria & Consultants

Private Limited;

Ossian Home Services Private

Limited;

Seeka Dealcomm Private

Limited;

Anuvart Dealcomm Private

Limited;

Sresht Barter Private Limited;

Ajitnath Builders Private

Limited

Name: Mr. Santosh

Kumar Agrawala


Executive

Independent Director,

DIN: 00364962

64

Years

Urbana, BL-T-7, 34TH-

FR, FL- 3404, 783

Anandapur Madurdaha,

LP- 13/3/12,

Kolkata - 700107

14/11/2016


Ganges Infotech Private

Limited

Name: Ms. Sucharita

Basu De

Designation:

Independent Woman

Director

DIN: 06921540

44

Years

Bougain Villae, 2nd

Floor, Flat - 2a 11b,

Burdwan Road,

Alipore Kolkata-

700027

01/04/2019

Himadri Credit & Finance Ltd

13. Details of change in directors in last three financial years including any change in the current year:

Name,

designation and DIN

Date of

appointment

Date of cessation (in

case of resignation)

Remarks(viz. reasons

for change etc)

Name: Ms. Sucharita Basu De

Designation: Independent

Woman Director

DIN: 06921540

01/04/2019

- Appointment

Name: Mr. Anurag Choudhary

Designation: Managing

Director & CEO

DIN: 00173934

14/08/2019 - Appointment

of 15

Name: Mr. Amit Choudhary

Designation: Whole-Time

Director

DIN: 00152358


Name: Mr. Tushar Kumar

Choudhary

Designation: Whole-Time

Director,

DIN: 00174003


Name: Mr. Santimoy Dey

Designation: Non –Executive

independent Director

DIN: 06875452

24/09/2019 Re-appointed as Independent

Director for second term of

five years.

Name: Mr. Hanuman Mal

Choraria


Independent Director

DIN: 00018375



five years.

Name: Mr. Bankey Lal

Choudhary,

Designation: Executive

Chairman

DIN: 00173792.

14/08/2019 Appointed as Whole Time

Director for the period from

14 August 2019 to 31 March

2024,

Name: Mr. Sakti Kumar

Banerjee



DIN: 00631772



five years.

Name: Mr. Hardip Singh Mann



DIN: 00104948



five years.

Name: Ms. Rita Bhattacharya


Nominee Director

DIN: 03157199

-

27/12/2019

Cessation

of 15

Name: Mr. Suryakant

Balkrishna Mainak


independent Director

DIN: 02531129

03/08/2017

15/02/2020 Appointment & Cessation

1.4. List of top 10 holders of equity shares of the company as on 13.03.2020:

Sl.no Name and category of shareholder Total no. of

equity shares

No of shares

in demat

form

Total

shareholding as

% of total no. of

equity shares

1. Modern Hi-Rise Private Limited

Category: Promoter Body

182599607 182599607 43.60

2. BC India Investments

Category: Foreign Company

103178860 103178860 24.64

3 Himadri Credit and Finance Ltd

Category: Promoter Body

9487000 9487000 2.27

4 Franklin India Smaller Companies Fund

Category: Mutual Fund

9156106 9156106 2.19

5 Dilip Kumar Lakhi

Category: Resident Individual

5577958 5577958 1.33

6 Vijay Kumar Choudhary

Category: Promoters

3266640 3266640 0.78

7 Shyam Sundar Choudhary

Category: Promoters

3234280 3234280 0.77

8 Investor Education and Protection Fund

Authority, Ministry Of Corporate Affairs

Category: NA

3097949 3097949 0.74

9 Anant Udyog LLP

Category: Limited Liability Partnership

1505000 1505000 0.36

10 Damodar Prasad Choudhary

Category: Promoters

1484280 1484280 0.35

1.5. Details of the statutory auditor:

Name and address Date of appointment Remarks

B S R & Co. LLP

Statutory Auditors

Address: Godrej Waterside, Unit No. 603 6th

Floor, Tower 1, Plot No 5, Block – DP,

Sector V, Salt Lake,

Kolkata - 700091

22 September 2017 Reappointed for the term of

five years.

of 15

1.6. Details of the change in statutory auditors in last three financial years including any

change in the current year:

Name, address Date of

appointment/ resignation

Date of cessation (in

case of resignation)

Remarks (viz.

reasons for

change etc)

NA

1.7. List of top 10 debt securities holders (as on 13.03.2020)

S.

No.

Name of

holder

Category Face value Holding of debt securities as

a percentage of total

debt securities outstanding

of the issuer

1 LIFE INSURANCE

CORPORATION OF

INDIA

Public Sector

Financial

Institution

400 33.33

2 LIFE INSURANCE

CORPORATION OF

INDIA

Public Sector

Financial

Institution

10,00,000 66.67

1.8. List of top 10 CP holders (as on 13.03.2020)

SL.

No.

Name of CP

holder

Category

of CP

holder

Face value of

CP

holding

CP holding percentage as a

percentage of total

CP outstanding of the issuer

1 HDFC BANK

LIMITED

BANK 60,00,00,000.00 100

2. Material Information:

2.1. Details of all default/s and/or delay in payments of interest and principal of CPs, (including

technical delay), debt securities, term loans, external commercial borrowings and other financial

indebtedness including corporate guarantee issued in the past 5 financial years including in the

current financial year - NIL

2.2. Ongoing and/or outstanding material litigation and regulatory strictures, if any.

In the opinion of the Board there is no material information pertaining to material litigation

for the purpose of disclosure of Company’s CP Programme

2.3. Any material event/ development having implications on the financials/credit quality including

any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in

material liabilities, corporate restructuring event which may affect the issue or the investor’s

decision to invest / continue to invest in the CP. -

To prevent & contain the spread of COVID-19, the Company has decided to temporarily close

its manufacturing operations and offices in India with effect from 23 March 2020 as per the

directions issued by Government of West Bengal and Government of India. In view of the

prevailing force majeure conditions, financial impact of the above is not ascertainable at this

stage. The above information has been already submitted at the stock exchanges.

of 15

3. Details of borrowings of the Company, as on the latest quarter end:

3.1.

(A) : Details of debt securities

Series ISIN Teno

r/Peri

od of

Matu

rity

Coup

on

Amount

Issued

(Rs in

Crore)

Date of

Allotment

Redempt

ion date

Credit

Rating

Secured/

Unsecure

d

Security Other

Details

viz

Details

of IPA,

Details

of CRA

1 INE019

C07023

10

YEARS

10.00% 100.00 24/08/2010 24/08/2020 'AA-' Secured Equitable

Mortgage on land

situated at Mouza

Maharaj Pura

Dist - Mahsana

(Gujarat), First

Pari Passu charge

on immovable

properties

(Leasehold Land)

situated at

Mahistikry and

hypothecation of

all movable

property, plant

and equipment

(including plant

and equipment)

of the Company.

CRA:-

ICRA

Limited

&

CARE

Ratings

Limited

2 INE019

C07031

10

YEARS

12.50% 50.00 29/10/2013 28/10/2020 ' AA-' Secured Equitable

Mortgage on land

situated at Mouza

Maharaj Pura

Dist - Mahsana

(Gujarat), First

Pari Passu charge

on immovable

properties

(Leasehold Land)

situated at

Mahistikry and

hypothecation of

all movable

property, plant

and equipment

(including plant

and equipment)

of the Company.

CRA:-

ICRA

Limited

&

CARE

Ratings

Limited

of 15

(B): Details of CPs

3.2. Details of secured/ unsecured loan facilities/ bank fund based facilities/ rest of the borrowing,

if any, including hybrid debt like foreign currency convertible bonds (FCCB), optionally

convertible debentures / preference shares from banks or financial institutions or financial

creditors, as on 13.03.2020:

Lender’ s

name/ Name

of the Bank

Nature of

facility/

instrume nt

Amount

sanctio

ned (Rs

in Crore)

Principal

Amount

outstanding

(Rs in Crore)

Repay

ment date /

schedul e

Securit y, if applica

ble

Credit

rating, if

applica

ble

Asset

classification

Axis Bank

Limited

Fund Based

Working

Capital Limit

25.00

- ON

DEMAND

Secured by

hypothecation on

currents assets of the

Company both

present and future on

pari passu basis.

Further, working

capital loan from

Axis Bank is also

secured by

subservient charge on

moveable property,

plant and equipment

of the Company.

AA- STANDARD

Bank of

Baroda

Fund Based

Working

Capital Limit

200.00

4.06 ON

DEMAND

Working Capital

borrowings from

banks are secured by

hypothecation on


Company both


pari passu basis.

AA- STANDARD

Series ISIN Tenor

/Perio

d of

Matur

ity

Coupo

n

Amount

Issued

(Rs in

Crore)

Date of

Allotment

Redempti

on date

Credit

Rating

Secured/U

nsecured

Security Other

Details

viz

Details of

IPA,

Details of

CRA 1 INE019C

14508

89 DAYS 6.75% 60.00 26/12/2019 24/03/2020 'A1+' Unsecured NA IPA:-ICICI

Bank

Limited;

CRA:-

ICRA

Limited

of 15

Central

Bank of

India

Fund Based

Working

Capital Limit

10.00

- ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

AA- STANDARD

Citi Bank

NA

Fund Based

Working

Capital Limit

30.00

- ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

AA- STANDARD

DBS Bank

India

Limited

Fund Based

Working

Capital Limit

50.00

- ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

AA- STANDARD

Federal

Bank

Fund Based

Working

Capital Limit

40.00

- ON

DEMAND

Unsecured

AA- STANDARD

HDFC Bank

Limited

Fund Based

Working

Capital Limit

40.00

14.25 ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

AA- STANDARD

The Hong

Kong and

Shanghai

Banking

Corporation

Limited

Fund Based

Working

Capital Limit

50.00

- ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

NA STANDARD

ICICI Bank

Limited

Fund Based

Working

Capital Limit

45.00

0.16 ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

AA- STANDARD

of 15

IDFC First

Bank

Limited

Fund Based

Working

Capital Limit

25.00

0.18 ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

AA- STANDARD

IndusInd

Bank

Limited

Fund Based

Working

Capital Limit

30.00

- ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

AA- STANDARD

Kotak

Mahindra

Bank

Limited

Fund Based

Working

Capital Limit

50.00

16.25 ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

AA- STANDARD

Qatar

Natinal

Bank

(Q.P.S.C)

Fund Based

Working

Capital Limit

60.00

- ON

DEMAND

Unsecured

AA- STANDARD

RBL Bank

Limited

Fund Based

Working

Capital Limit

25.00

- ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

AA- STANDARD

Standard

Chartered

Bank

Fund Based

Working

Capital Limit

30.00

- ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

AA- STANDARD

of 15

State Bank

of India

Fund Based

Working

Capital Limit

100.00

92.93 ON

DEMAND

Working Capital

borrowings from


hypothecation of


Company both


pari passu basis.

Further, working

capital loan from

State Bank of India is

also secured by

subservient charge on

moveable property,

plant and equipment

of the Company.

AA- STANDARD

Yes Bank

Limited

Fund Based

Working

Capital Limit

30.00

- ON

DEMAND

Working Capital

borrowings from


hypothecation on


Company both


pari passu basis.

AA- STANDARD

Note: Aforesaid Bank Facilities includes Non-Fund Based Facility interchangeable to Fund Based

Facility

Axis Bank

Limited

Term Loan

100.00

16.67 Repayable

in 10

quarterly

installment

of 1.67

Crores.

Mortgage of

immovable properties

situated at Mahistikry

Unit (Leasehold

Land), Liluah Unit,

and Vishakhapatnam

Unit and

hypothecation of all

movable property,

plant and equipment.

AA- STANDARD

of 15

IDFC First

Bank

Limited

Term Loan

30.00

16.50 Repayable

in 11

quarterly

installment

s of Rs.

1.50

Crores.

Mortgage of



Unit (Leasehold

Land), Liluah Unit,

and Vishakhapatnam

Unit and

hypothecation

of movable property,

plant and equipment


Unit (Leasehold

Land), Liluah Unit,

and Vishakhapatnam

Unit.

AA- STANDARD

ICICI Bank

Limited

External

Commercial

Borrowing

JPY 775

Million

JPY 43.05

Million

JPY 43.05

Million

repayable

in August,

2020.

Mortgage of


(Leasehold Land)

and hypothecation of

movable property,

plant and equipment

situated at

Mahistikry.

AA- STANDARD

3.3. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the

counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has

been issued, contingent liability including debt service reserve account (DSRA) guarantees/ any put

option etc. – NIL

4. Issue Information:

4.1. Details of current tranche:

Details of Current Tranche

ISIN INE019C14516

Amount Rs. 50.00 Crores

Maturity Date June 25, 2020

Current Credit Rating ‘[ICRA] A1+’

Validity Period Of Rating One Year

Credit Rating Agency ICRA Limited

Issuing and Paying Agent ICICI Bank Limited, Kolkata

Market Conventions FIMMDA Conventions

CP Borrowing Limit Rs.300.00 Crores

Supporting resolution of finance committee of the Board of Directors 27 March 2020

Total CP Outstanding (As on Value Date) Rs 50.00 Crores

of 15

4.2. CP borrowing limit, supporting board resolution for CP borrowing - Annexure 1 Details of CP issued during the last 15 months. –

Part - II

Details of CPs issued during the Last 15 Months

ISIN Issue date Maturity date Issue Size O/s

Amt IPA CRA

Rating

Rated

Amount

INE019C14318 09/11/2018 28/12/2018 50.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14318 19/11/2018 28/12/2018 70.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14326 03/12/2018 08/02/2019 50.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14334 31/12/2018 28/02/2019 50.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14342 03/01/2019 27/03/2019 70.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14342 04/01/2019 27/03/2019 25.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14359 08/01/2019 28/03/2019 13.50 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14367 15/02/2019 18/04/2019 50.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14375 01/03/2019 16/04/2019 45.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14375 20/03/2019 16/04/2019 5.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14383 18/04/2019 21/06/2019 75.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14391 30/04/2019 29/07/2019 50.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14409 14/05/2019 09/08/2019 50.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14417 16/05/2019 14/08/2019 40.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14425 24/05/2019 22/08/2019 30.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14433 31/05/2019 29/08/2019 20.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14391 31/05/2019 29/07/2019 15.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14441 30/07/2019 26/09/2019 15.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14458 27/09/2019 13/12/2019 50.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14466 11/10/2019 10/12/2019 50.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14474 25/10/2019 24/12/2019 40.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14482 01/11/2019 27/12/2019 40.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14490 26/11/2019 26/12/2019 30.00 - ICICI ICRA ‘ A1 +’ 300.00

INE019C14508 26/12/2020 24/03/2020 60.00 60.00 ICICI ICRA ‘ A1 +’ 300.00 Issuer’s liability under the CP will continue beyond due date, in case the CP is not redeemed on due date, even if the

CP is in demat .

4.3. End-use of funds: For meeting Stock in Trade.

4.4. Credit Support/enhancement (if any): NA

(i) Details of instrument, amount, guarantor company

(ii) Copy of the executed guarantee

(iii) Net worth of the guarantor company

(iv) Names of companies to which guarantor has issued similar guarantee

(v) Extent of the guarantee offered by the guarantor company

(vi) Conditions under which the guarantee will be invoked

5. Financial Information:

5.1. Audited / Limited review half yearly consolidated (wherever available) and standalone

financial information (Profit & Loss statement, Balance Sheet and Cash Flow statement)

along with auditor qualifications, if any, for last three years along with latest available

financial results.

of 15

In case an issuer is required to prepare financial results for the purpose of consolidated

financial results in terms of Regulation 33 of SEBI LODR Regulations, latest available

quarterly financial results shall be filed.

The Consolidated unaudited financial results along with the limited review report for

the quarter and nine months ended 31 December 2019 is enclosed herewith and

marked as Annexure- 2

5.2. Latest audited financials should not be older than six month from the date of application

for listing.

Provided that listed issuers (who have already listed their specified securities and/or ‘Non-

convertible Debt Securities’ (NCDs) and/or ‘Non-Convertible Redeemable Preference

Shares’ (NCRPS)) who are in compliance with SEBI (Listing obligations and disclosure

requirements) Regulations 2015 (hereinafter “SEBI LODR Regulations”), may file

unaudited financials with limited review for the stub period in the current financial year,

subject to making necessary disclosures in this regard including risk factors – Not

Applicable

6. Asset Liability Management (ALM) Disclosures:

6.1. NBFCs seeking to list their CPs shall make disclosures as specified for NBFCs in SEBI

Circular nos. CIR/IMD/DF/ 12 /2014, dated June 17, 2014 and CIR/IMD/DF/ 6 /2015, dated

September 15, 2015, as revised from time to time. Further, “Total assets under

management”, under para 1.a. of Annexure I of CIR/IMD/DF/ 6 /2015, dated September

15, 2015 shall also include details of off balance sheet assets. – Not Applicable

6.2. HFCs shall make disclosures as specified for NBFCs in SEBI Circular no. CIR/IMD/DF/ 6

/2015, dated September 15, 2015, as revised from time to time with appropriate

modifications viz. retail housing loan, loan against property, wholesale loan - developer

and others. – Not Applicable

B S R & Co. LLP Chartered Accountants

Godrej Waterside, Unit No. 603 Telephone: + 91 33 4035 4200 6th Floor, Tower 1, Plot No. 5, Block - DP Fax: + 91 33 4035 4295 Sector V, Salt Lake, Kolkata - 700091

Limited review report on unaudited quarterly and year-to-date standalone financial results of Himadri Speciality Chemical Limited (formerly known as Himadri Chemicals & Industries Limited) pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

To Board of Directors of Himadri Speciality Chemical Limited (formerly known as Himadri Chemicals & Industries Limited)

1. We have reviewed the accompanying Statement of unaudited standalone financial results of Himadri Speciality Chemical Limited (formerly known as Himadri Chemicals & Industries Limited) ("the Company") for the quarter ended 31 December 2019 and year to date results for the period from 1 April to 31 December 2019 ("the Statement").

2. This Statement, which is the responsibility of the Company's management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended ("Listing Regulations"). Our responsibility is to issue a report on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with applicable accounting standards and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

B S R & Co. (a partnership firm with Registration No. BA61223) converted into B S R & Co, LLP (a Limited Liability Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

Registered Office: 5th Floor, Lodha Excelus Apollo Mills Compound N.M. Joshi Marg, Mahalakshmi Mumbai - 400 011

Annexure -2

B S R & Co. LLP

Limited review report on unaudited quarterly and year-to-date standalone financial results of Himadri Speciality Chemical Limited (formerly known as Himadri Chemicals & Industries Limited) pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Continued)

5. We draw attention to note 4 of the Statement regarding the approval of Scheme of Amalgamation between the Company and its wholly owned subsidiary company, Equal Commodeal Private Limited, by the National Company Law Tribunal (`NCLT'), vide NCLT's order dated 14 October 2019, with appointed date of 1 April 2018. A certified copy of the order sanctioning the Scheme has been filed by the Company with the Registrar of the Companies, West Bengal, on 11 November 2019. Accordingly, the unaudited standalone financial results for the quarter ended 31 December 2018, year to date results for the period from 1 April 2018 to 31 December 2018 and audited standalone financial results for the year ended 31 March 2019 have been restated by the Company after recognising the effect of the merger from the appointed date as stated in the aforesaid note.

Our conclusion on the Statement is not modified in respect of the above matter.

S R & Co. LLP hartered Accountants

Fir 's Registration No. 101248

+ KOLKATA + ay u padhyay

Place: Kolkata Membership No: 055757 liner \--ted Acc,13̀ ‘

•

Date: 13 February 2020 ICAI 2b055757AAAAAU9375

Himadrl HIMADR1 SPECIALITY CHEMICAL LIMITED

(Formerly known as Himadri Chemicals & Industries Limited) Registered Office: 23A Netmi Subhas Road 8th Floor, Suite No, 15, Kolkata - 700 001

Corporate Identity Number: L27106WB1987PLC042756 Phone: (033)2230-9953, Fax: (033)2230-9051

Email: infoOhimadri corn, Website: www himadri corn

in Statement of Unaudited Standalone Financial Results for the Quarter and Nine Months Ended 31 December 2019

Sr. Particulars Three months Previous Three Corresponding Year to date Year to date Previous year No. ended 31.12.2019 months ended Three months figures for the figures for the ended 31 03 2019

30 09 2019 ended 31 12 2018 in the previous

year

current period ended 31.12.2019

(Refer note 4)

previous period ended 31 12 . 2018

(Refer note 4)

(Refer note 4)

(Refer note 4)

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) 1. Income

(a) Revenue from Operations 428.26 487 19 586 68 1,439.13 1,793 18 2,376 62 (b) Other Income 2.77 175 12 92 9.72 8 29 14.10 Total Income 431.03 488 94 599.60 1,448.85 1.801.47 2,390.72

2. Expenses (a) Cost of materials consumed 316.22 321 10 411 04 958.17 1,274 03 1,60171 (b) Changes in inventories of finished goods and work-in-progress 1.96 (0 24) (21 86) 17.55 (7409) (1590) (e) Employee benefits expense 18.19 19 54 15.37 54.45 42.35 58.12 (d) Finance costs 11.55 13.79 17.32 40.91 53 58 70 57 (e) Depreciation and amortisation expense 8.72 8.24 8 41 25.10 24_71 32.53 (f) Other expenses 56.45 57 02 49 38 159.25 135 88 192 38 Total Expenses 413.09 419 45 479 66 1,255.43 1,456_46 1,941 41

3. Profit before exceptional items and tax (1-2) 17.94 69 49 119.94 193.42 345 01 449 31

4. Exceptional Items - _ - - -

5. Profit before tax (3+4) 17.94 69.49 11994 193.42 345 01 449 31

6. Tax expense (a) Current tax 3.15 7.89 25 88 33.81 74 30 96 83 (b) Deferred tax (1.91) 1 I .09 1197 17.01 30 82 41 07

Total tax expense 1.24 18 98 37 85 50.82 105. 12 137 90

7. Net Profit after tax (5-6) 16.70 50 51 82.09 142.60 23989 311,41

8. Other Comprehensive Income Items that will not be reclassified subsequently to profit or loss (30.98) (36.68) 30 26 (84.82) (28 56) (94 46) income taxes relating to items that will not be reclassified to profit or loss 6.75 7.99 (5 54) 18.46 4 81 11 08 Items that will be reclassified subsequently to profit or loss - - _ - - Income taxes relating to items that will be reclassified to profit or loss - - Total Other Comprehensive Income (net of tax) (24.23) (18.69) 24 72 (6636) (23.75) (83_38)

9. Total Comprehensive Income for the period/ year (comprising Net Profit after tax and other comprehensive income for the period/ year) (7+8)

(7.53) 21.82 106 81 76.24 216 14 228.03

10. Paid-up equity share capital 41.87 41 86 41 84 41.87 41 84 41,86 (Face value Re. I each)

11. Other Equity 1,638.88

12. Earnings per equity share (of Re. 1 each) (refer note 10) (a) Basic (Rs) ) 0.40 1 21 1 96 3.41 5 73 7.44 (b) Diluted (Rs) ) 0.40 1 21 1 96 3.41 5,73 7.43

Himadrl HIMADRI SPECIALITY CHEMICAL LIMITED

(Formerly known as Himadri Chemicals & Industries Limited)

Registered Office: 23A Netaji Subhas Road

8th Floor, Suite No. 15, Kolkata - 700 001

Corporate Identity Number: L27106WB1987PLC042756

Phone: (033)2230-9953, Fax: (033)2230-9051

Email: info(a)himadri com, Website: www himadri corn

Its I ' Standalone Segment wise Revenue, Results, Assets and Liabilities

Sr. Particulars Three months Previous Three Corresponding Year to date Year to date Previous year No. ended 31.12.2019 months ended Three months figures for the figures for the ended 31 03 2019

30 09.2019 ended 31 12 2018

in the previous

year

current period

ended 31.12.2019

(Refer note 4)

previous period

ended 31 12 2018

(Refer note 4)

(Refer note 4)

(Refer note 4)

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) 1. Segment Revenue

(a) Carbon materials and chemicals 425.80 484.10 582 59 1,430.06 1,778.09 2,357 76 (b) Power 15.02 15.44 16 70 4639 50 64 66 54

Total segment revenue (a + b) 440.82 499 54 599 29 1,476.45 1,828 73 2,424 30 Less: Inter segment revenue 12.56 1235 12 61 3732 35 55 47 68 Total Revenue from Operations 428.26 487_19 586 68 1,439.13 1.793 18 2,376 62

2. Segment Results

(a) Carbon materials and chemicals 13.42 71.54 109.21 183.16 344 28 446 57 (b) Power 1330 13 74 15.13 41.45 46.02 59.21

Total segment profit before interest, tax and unallocable items (a + b) 26.72 85 28 124 34 224.61 390.30 505 78

Add/ (Less):

(a) Finance costs (11.55) (13.79) (17.32) (40.91) (53.58) (70 57) (b) Other unallocable expenses net of unallocable income • 2.77 (2.00) 12 92 9.72 8.29 14.10 Total Profit before tax 17.94 69.49 119 94 193.42 345 01 449 31

3. Segment Assets

(a) Carbon materials and chemicals 2,30637 2,374.49 2,291.19 2,30637 2,291.19 2,372 72 (b) Power 52.00 54.21 55 38 52.00 55 38 54 05 (c) Unallocated 288.84 297.68 463.20 288.84 463.20 . 363 43 Total assets 2,647.21 2,726.38 2,809 77 2,647.21 2,809 77 2.790 20

4. Segment Liabilities

(a) Carbon materials and chemicals 230.05 282,42 383.44 230.05 383 44 485 10 (b) Power 0.27 0,27 0 16 0.27 0 16 3 20 (c) Unallocated 666.23 684.70 75198 666.23 757 98 621 16 Total liabilities 896.55 967.39 1141,58 896.55 1.14158 1,109 46 • includes other income and foreign exchange loss/ (gain) (net) fully unallocable

.4 Hi mad ri

HIMADRI SPECIALITY CHEMICAL LIMITED



8th Floor, Suite No. 15, Kolkata - 700 001 Corporate Identity Number: L27106WB1987PLC042756

Phone: (033)2230-9953, Fax: (033)2230-9051

Email: info(aimadri.com, Website: www himadri corn

NOYES,

(I) The above unaudited Standalone results have been reviewed by the Audit Committee and approved by the Board of Directors in their respective meetings held on 13 February 2020 A Limited Review of these Standalone results for the quarter and nine months ended 31 December 2019 has been carried out by the Statutory Auditors, as required under Regulation 33 of SEBI (LODR) Regulations, 2015

(2 ) Other expenses includes foreign exchange fluctuation loss (net) of Rs 3.75 crores for the quarter ended 30 September 2019, and other income includes foreign exchange fluctuation gain (net) of Rs 0 38 crores for the quarter ended 31 December 2019, Rs 10.40 crores for the quarter ended 31 December 2018, Rs 3,22 crores for nine months ended 31 December 2019, Re 0.45 crore for nine months ended 31 December 2018 and Rs 2 69 crores for the year ended 31 March 2019, on standalone basis.

(3) Based on the guiding principles given in Ind AS 108 on 'Operating Segments', the Company's business activity falls within two operating segments, namely: (a) Carbon materials and chemicals and (b) Power

(4) National Company Law Tribunal (`NCLT'), Kolkata Bench, vide Order dated 14 October 2019, approved draft Scheme of Amalgamation (`Scheme) between Himadri Speciality Chemical Limited (`the Company' or the 'Transferee Company') and Equal Comrnodeal Private Limited (the 'Transferor Company'), a wholly owned subsidiary of the Company, with effect from the Appointed Date of 1 April 2018 The NCLT's order has been considered to give effect in the audited standalone annual results for the year ending 31 March 2019 and unaudited standalone financial results for the gunner and nine months ended 31 December 2018. The impact of above NCLT's order is given below:

Particulars Quarter Ended Nine Months Ended Year Ended 31 12 2018 31 12 2018 31 03 2019

Pre NCLT order Post NCLT order Pre NCLT order Post NCLT order Pre NCLT order Post NCLT order

Profit before tax 122.14 119.94 34007 345 01 445 02 449 31 Net Profit after tax 84 35 8109 235 10 239 89 307 30 311 41 Total Assets 2.804 87 2.809 77 2,785 97 2,79020 Total Equity and Liabilities 2.804 87 2.809 77 2,785.97 2,790 20

(5) Effective I April 2019, the Company has adopted Ind AS 116 'Leases' using the modified retrospective approach and has applied the standard to its leases with the cumulative impact recognised on the date of initial application. Accordingly, the previous period information has not been restated. The Company has accordingly, recognised a right-of-use asset and a corresponding lease liability amounting to Rs 1.16 crores as at 1 April 2019. The adoption of this Standard did not have significant impact on the profit for the quarter and nine months ended 31 December 2019.

(6) The Nomination and Remuneration Committee of the Company at its meeting held on 23 October 2019, has allotted 93,762 equity shares of Re I each to the option grantees pursuant to exercise of options under the Company's "Ilimadri Employee Stock Option Plan 2016". As a result of such allotment, the paid up equity share capital of the Company has increased from 418,609,806 equity vh:u es to 418,703,568 equity shares of face value of Re I each

(7) Subsequent to 31 December 2019, the Company has commenced commercial production of expanded capacity of Carbon Black at its Plant located at Mahishtikry, West Bengal

(8) Commercial Paper issued by the Company are listed on the debt segment of BSE Limited.

(9) The Government of India has introduced the Taxation Laws (Amendment) Act, 2019, which has given the option of lower rate, subject to certain conditions_ The Company is currently in the process .61' evaluating the impact of the same.

(10) Earnings per share is not annualised for the quarter ended 31 December 2019, 30 September 2019, 31 December 2018, nine months ended 31 December 2019 and 31 December 2018

(1 I ) The figures of the corresponding previous periodslyear have been regrouped/reclassified, wherever necessary, to conform to the classification for the quarter and nine months ended 31 December 2019,

On behalf of the Board of Directors

Bankey Lal Choudhary

Chairman DIN: 00173792

Place: Kolkata

Date: 13 February 2020

Of: Himadri

HIMADRI SPECIALITY CHEMICAL LIMITED


Registered Office: 23A Nelaji Subhas Road

8th Floor, Suite No 15, Kolkata - 700 001

Corporate Identity Number L27106WB1987PLC042756

Phone: (033)2230-9953, Fax: (033)2230-9051

Email: [email protected], Website: www.himadri.com

(Rs. in Cranes)

Statement of Unaudited Standalone Financial Results for the Quarter and Nine Months Ended 31 December 2019

Sr. No. Particulars Three months ended 31.12.2019

Previous Three months ended

30 09 2019

Corresponding Three months

ended 31 12 2018 in the previous

year

Year to date figures for the

current period ended 31.12.2019

Year to date

figures for the previous period

ended 31 12 2018

Previous year ended 31 03 2019

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)

1. Total income 431.03 488 94 599 60 1,448.85 1.801.47 2,390_72

2. Net Profit for the period (before tax, Exceptional and/or Extraordinary items)

17.94 69 49 119 94 193.42 345 01 449 31

3. Net Profit for the period before tax (after Exceptional and/or Extraordinary items)

17.94 69 49 119 94 193.42 345.01 449 31

4. Net Profit for the period after tax (after Exceptional and/or Extraordinary items)

16.70 50 51 82 09 142.60 239 89 311 41

5.

Total Comprehensive Income for the period (comprising Net

Profit for the period/ year (after tax) and other comprehensive income for the period/ year (after tax)

(7,53) 21 82 106 81 76.24 216 14 228 03

6. Paid up Equity Share Capital 41,87 41.86 41 84 41.87 41.84 41 86

7. Other Equity 1.638 88

8. Earnings Per Equity Share (before and after extraordinary items) (of Re. 1 each) (refer note 2)

Basic (Rs) )

Diluted (Rs) )

0.40

0.40

1.21

1.21

196

1 96

3.41

3.41

5 73

5.73

744

7 43

NOTES:

1) The Review Regulations,

2) Earnings

3) The December

4) National Limited Appointed

financial audited

5) The Requirements)

and on the

Place Kolkata

Dare: 13

-

above unaudited Standalone results have been reviewed by the Audit of these Standalone results for the quarter and nine months ended

2015.

per share is not annualised for the quarter ended 31 December

figures of the corresponding previous periods/year have been regrouped/reclassified, 2019

Company Law Tribunal (`NCLT), Kolkata Bench, vide Order (`the Company' or the 'Transferee Company') and Equal Commodeal

Date of 1 April 2018. The NCLT's order has been considered

results for the quarter and nine months ended 31 December 2018. standalone financial results for the year ended 31 March 2019, as aforesaid

above is an extract of the detailed format of Unaudited Standalone Regulations, 2015. The full format of the Unaudited Standalone

Company's website at www.himadri.com.

Committee and approved by the Board of Directors in their 31 December 2019 has been carried out by the Statutory Auditors,

2019, 30 September 2019, 31 December 2018, nine months

wherever necessary, to conform to the

dated 14 October 2019, approved draft Scheme of Amalgamation Private Limited (the 'Transferor Company'), a wholly

to give effect in the audited standalone annual results for Accordingly, the unaudited standalone financial results for

have been revised by the Company to give effect of the

Financial Results filed with the Stock Exchanges under Regulation Financial Results are available on the websiles of Stock

ph ----■,..„

..,... KO L KA:/ 7.

..'" 1.1 il• .; '

respective meetings held on 13 February 2020. A Limited

as required under Regulation 33 of SEBI (LODRI

ended 31 December 2019 and 31 December 2018

classification for the quarter and nine months ended 31

(`Scheme') between Himadri Speciality Chemical owned subsidiary of the Company, with effect from the

the year ending 31 March 2019 and unaudited 9andalnvn the quarter and nine months ended 31 December 2018 and

above Order

33 of the SEBI (Listing Obligations and Disclosure Exchanges at www.nseindia.com and wwwbseindia.corn


6b., A C.--rr"----Cit----A..4--CvAl

Bankey Lal Choudhary

Chairman DIN: ,1:1173,P2 February 2020

B S R & Co. LLP Chartered Accountants

Godrej Waterside, Unit No. 603 Telephone: + 91 33 4035 4200 6th Floor, Tower 1, Plot No. 5, Block - DP Fax: + 91 33 4035 4295 Sector V, Salt Lake, Kolkata - 700091

Limited review report on unaudited quarterly and year-to-date consolidated financial results of Himadri Speciality Chemical Limited (formerly known as Himadri Chemicals & Industries Limited) pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To Board of Directors of Himadri Speciality Chemical Limited (formerly known as Himadri Chemicals & Industries Limited)

1. We have reviewed the accompanying Statement of unaudited consolidated financial results of Himadri Speciality Chemical Limited (formerly known as Himadri Chemicals & Industries Limited) ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group") for the quarter ended 31 December 2019 and year to date results for the period from 1 April 2019 to 31 December 2019 ("the Statement"), being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). Attention is drawn to the fact that the consolidated figures for the corresponding quarter ended 31 December 2018 and the corresponding period from 1 April 2018 to 31 December 2018, as reported in these financial results have been approved by the Parent's Board of Directors, but have not been subjected to review since the requirement of submission of quarterly consolidated financial results has become mandatory only from 1 April 2019.

2. This Statement, which is the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

4. The Statement includes the results of the following entities:

Parent Company:

a) Himadri Speciality Chemical Limited (HSCL)

Subsidiaries:

b) AAT Global Limited (AAT) (Wholly owned subsidiary of HSCL); and

c) Shandong Dawn Himadri Chemical Industry Limited (SDHCIL) (Subsidiary of AAT)

B S R & Co (a partnership firm with Registration No. BA61223) converted into B S R & Co, LLP (a Limited Liability Partnership with LLP Registration No. AAB-81131) with effect from October 14, 2013

Registered Office: 5th Floor, Lodha Excelus Apollo Mills Compound N.M. Joshi Marg, Mahalakshmi Mumbai - 400 011

Jayanta ! • hyay Partn

mIC No: a55757

AI UDI1\14 20055757AAAAAV6798

B S R & Co. LLP

Limited review report on unaudited quarterly and year-to-date consolidated financial results of Himadri Speciality Chemical Limited (formerly known as Himadri Chemicals & Industries Limited) pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued)

5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

6 We did not review the interim financial information of one subsidiary included in the Statement, whose interim financial information reflect total revenue of Rs 87.25 crores and Rs 268.47 crores, and total net profit/ (loss) after tax of Rs 0.40 crores and Rs (3.86) crores, for the quarter ended 31 December 2019 and for the period from 1 April 2019 to 31 December 2019, respectively, as considered in the consolidated unaudited financial results. This interim financial information have been reviewed by other auditor whose report has been furnished to us by the management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on the report of the other auditor and the procedures performed by us as stated in paragraph 3 above.

The subsidiary is located outside India whose financial statements and other financial information has been prepared in accordance with accounting principles generally accepted in that country and which has been reviewed by other auditor under generally accepted auditing standards applicable in that country. The Parent Company's management has converted the financial statements of the subsidiary located outside India from accounting principles generally accepted in that country to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Parent Company's management. Our opinion, in so far as it relates to the balances and affairs of such subsidiary located outside India, is based on the report of other auditor and the conversion adjustments prepared by the management of the Parent Company and reviewed by us.

Our conclusion on the Statement is not modified in respect of the above matter.

7. The Statement includes the interim financial information of one subsidiary which has not been reviewed, whose interim financial information reflect total revenue of Rs 1.61 crores and Rs 11.12 crores, and total net loss after tax of Rs (2.04) crores and Rs (4.84) crores, for the quarter ended 31 December 2019 and for the period from 1 April 2019 to 31 December 2019, respectively, as considered in the Statement. According to the information and explanations given to us by the Parent's management, these interim financial information are not material to the Group.

Our conclusion on the Statement is not modified ip respect of the above matter.

rBSR& Co. LLP Chartered Accountants Firm's Registration No. 101248W/W-100022

Place: Kolkata Date: 13 February 2020

OA.

Himadri HIMADRI SPECIALITY CHEMICAL LIMITED




Corporate Identity Number: L27106W131987PLC042756

Phone: (033)2230-9953, Fax: (033)2230-9051

Email: inforahimadri corn, Website: www himadri corn

Rs in Crares Statement of Unaudited Consolidated Financial Results for the Quarter and Nine Months Ended 31 December 2019

Sr. Particulars Three months Previous Three Corresponding Year to date Year to date figures Previous year No. ended 31.12.2019 months ended Three months ended figures for the for the previous ended

30.09.2019 31.12.2018 in the current period period ended 31.03.2019 previous year ended 31.12.2019 31 12.2018 (Refer note 6) (Refer note 6) (Refer note 6) (Refer note 6)

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) 1. Income

(a) Revenue from Operations 429.73 487 19 590 80 1,44139 1,837.66 2,422 39 (b) Other Income 2.90 0 79 11.69 4.86 5.12 7.76 Total Income 432.63 487.98 602.49 1,446.25 1,842.78 2,430 15

2. Expenses

(a) Cost of materials consumed 314.37 325 14 303 67 957.64 1,294 12 1,617 59 (b) Changes in inventories of finished goods and work-in-progress 4.48 (3.12) 69 42 18.17 (7815) (17.18) (c) Employee benefits expense 18.48 19.79 15 68 55.24 4352 59.56 (d) Finance costs 11.64 13.79 17.37 41.17 5361 71 05 (e) Depreciation and amortisation expense 9.37 8.89 8 85 26.99 26.12 34 43 (f) Other expenses 57.27 59 41 49 96 161.85 148 93 202 56 Total Expenses 415.61 423 90 464 95 1,261.06 1,488 15 1,968 01

3. Profit before exceptional items and tax (1-2) 17.02 64.08 137 54 185.19 354 63 462 14

4. Exceptional Items -

5. Profit before tax (3+4) 17.02 64 08 137 54 185.19 354 63 462 14

6. Tax expense

(a) Current tax 3.14 7 89 25 88 33.80 74 30 96 83 (b) Deferred tax (1.92) 11.10 11 97 17.01 30 81 41 07

Total tax expense 1.22 18 99 37 85 50.81 105 11 137.90

7. Net Profit after tax (5-6) 15.80 45 09 99 69 13438 249.52 324 24.

8. Other Comprehensive Income

Items that will not be reclassified subsequently to profit or loss (30.98) (36 68) 30 28 (84.82) (28 54) (94 46) Income taxes relating to items that will not be reclassified to profit or loss 6.75 7 99 (5 54) 18.46 4 81 11 08

Items that will be reclassified subsequently to profit or loss (0.44) I 35 19 16 (1.92) 17 20 (20 77) Income taxes relating to items that will be reclassified to profit or loss - - - - Total Other Comprehensive Income (net of tax) (24.67) (27.34) 43 90 (68.28) (6 53) (104 15)

9, Total Comprehensive Income for the period/ year (comprising Net Profit after tax and other comprehensive income for the period/ year)

(8.87) 17 75 143 59 66.10 242 99 220 09

(7+8)

10. Profit attributable to

(a) Owners of the Company 15.92 45 16 99 71 134.66 249 56 324 30 (b) Non-controlling interests (0.12) (0 07) (0.02) (0.28) (0 04) (0 06)

11. Other comprehensive income attributable to

(a) Owners of the Company (24.66) (27 34) 43 89 (68.28) (6.54) (104 15) (b) Non-controlling interests (0.01) . 0.01 - 0 01 -

12. Total comprehensive income attributable to

(a) Owners of the Company (8.74) 17 82 143.60 6638 243 02 220 15 (b) Non-controlling interests (0.13) (0 07) (0 01) (0.28) (0 03) (0.06)

13. Paid-up equity share capital 41.87 41 86 41 84 41.87 41 84 41 86 (Face value Re, I each) .

14. Other Equity 1,589 93

15. Earnings per equity share (of Re. 1 each) (refer note 10)

(a) Basic (Rs.) 038 I 08 2 38 3.22 5 96 7 75 (b) Diluted (Rs.) 038 108 2 38 3.21 5 96 7 74

Himadri HIMADRI SPECIALITY CHEMICAL LIMITED



8th Floor, Suite No 15, Kolkata - 700 001 Corporate Identity Number: L27106W131987PLC042756

Phone: (033)2230-9953, Fax: (033)2230-9051

Email: info@himadri corn, Website: www himadri corn

Rs. in Crorcs Consolidated Segment wise Revenue, Results, Assets and Liabilities

Sr. Particulars Three months Previous Three Corresponding Year to date Year to date figures Previous year No. ended 31.12.2019 months ended Three months ended figures for the for the previous ended

30 09 2019 31.12.2018 in the current period period ended 31.03 2019 previous year ended 31.12.2019 31 122018 (Refer note 6) (Refer note 6) (Refer note 6) (Refer note 6)

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) 1. Segment Revenue

(a) Carbon materials and chemicals 427.27 484 10 586 71 1,432.32 1,822.57 2,403 53 (b) Power 15.02 15 44 16 70 46.39 50.64 6654

Total segment revenue (a + b) 442.29 499 54 603 41 1,478.71 1,873.21 2,470 07 Less: Inter seznent revenue 12.56 12 35 12 61 37.32 35.55 47 68 Total Revenue from Operations 429.73 487 19 590 80 1.44139 1,837 66 2,422 39

2. Segment Results (a) Carbon materials and chemicals 12.46 68 67 128 09 180.05 36425 468 90 (b) Power 13.30 13 74 15 13 41.45 46.02 59 21

Total segment profit before interest, tax and unallocable items (a + b) 25.76 82 41 143 22 221.50 41027 528 11

Add/ (Less): (a) Finance costs (11.64) (13 79) (17 37) (41.17) (53.61) (71 05) (b) Other unallocable expenses net of unallocable income • 2.90 (4 54) 11 69 4.86 (2.03) 5 08 Total Profit before tax 17.02 64 08 137 54 185.19 354 63 462 14

3. Segment Assets (a) Carbon materials and chemicals 2,405.71 2,489 51 2,415 67 2,405.71 2,415.67 2,481 54 (b) Power 52.00 54 21 55 38 52.00 55.38 54 05 (c) Unallocated 196.21 179 75 352 09 196.21 352 09 252.31 Total assets 2.653.92 2.723.47 2.823,14 2.653.92 2.823 14 2,787 90

4. Segment Liabilities (a) Carbon materials and chemicals 296.18 337 55 445 72 296.18 445.72 532 07 (b) Power 0.27 0 27 0 16 0.27 0.16 3 20 (c) Unallocated 666.23 684.70 757 98 666.23 757.98 621.16 Total liabilities 962.68 1022 52 120386 962.68 1,203.86 _ 1,15643 • includes other income and foreign exchange loss/ (gain) (net) fully unallocable


dk,G44,---av%1, Bankey Lal Chondary

Chairman 00173792

Place: Kolkata

Date 13 FcbninE 2020

ct, co co + KOLKATA

Himadri

IIIMADRI SPECIALITY CHEMICAL LIMITED (Formerly known as Himadri Chemicals & Industries Limited)


8th Floor, Suite No 15, Kolkata - 700 001 Corporate Identity Number: L27106WB1987PLC042756

Phone: (033)2230-9953, Fax: (033)2230-9051

Email: infodfhimadri com, Website www himadri.com

(I) The above unaudited consolidated results have been reviewed by the Audit Committee and approved by the Board of Directors in their respective meetings held on 13 February 2020, A Limited Review of these Consolidated results for the quarter and nine months ended 31 December 2019 has been carried out by the Statutory Auditors, as required under Regulation 33 of SEBI ILODRI Regulations, 2015.

(2) Other expenses includes foreign exchange fluctuation loss (net) of Rs 5 33 crores for the quarter ended 30 September 2019, Rs 7.15 crores for nine months ended 31 December 2018, Rs 2 69 Creres for the year ended 31 March 2019, and other income includes foreign exchange fluctuation gain (net) of Rs 1.46 for the quarter ended 31 December 2019, Rs 10.16 for the quarter ended 3I December 2018 and Rs 1 23 crores for nine months ended 31 December 2019, on consolidated basis.

(3) Based on the guiding principles given in Ind AS 108 on 'Operating Segments', the Group's business activity falls within two operating segments, namely:

(a) Carbon materials and chemicals and (b) Power

(4) The consolidated financial results are prepared in accordance with the principles and procedures for the preparation and presentation of consolidated financial statements as set out in Ind AS 110 "Consolidated Financial Statements" notified by Ministry of Corporate Affairs, The consolidated financial results of Himadri Speciality Chemical Limited, include its subsidiaries, namely AAT Global Limited and Shandong Dawn Himadri Chemical Industry Limited, combined on a line-by-line basis by adding together the book values of like items of asset and liabilities, income and expenses eliminating intra-group balances and transactions and resulting unrealised gains/ (losses). The consolidated financial results are prepared applying uniform accounting policies on all material items.

(5) Effective 1 April 2019, the Group has adopted Ind AS 116 'Leases' using the modified retrospective approach and has applied the standard to its leases with the cumulative impact recognised on the date of initial application. Accordingly, the previous period information has not been restated. The Group has accordingly, recognised a right-of-use asset and a corresponding lease liability mnounrrrig to Rs 7.18 crores as at 1 April 2019. The adoption of this Standard did not have significant impact on the profit for the quarter and nine months ended 31 December 2019.

(6) National Company Law Tribunal (`NCLT'), Kolkata Bench, vide Order dated 14 October 2019, approved draft Scheme of Amalgamation (`Scheme') between Himadri Speciality Chemical Limited (`the Company' or the 'Transferee Company') and Equal Commodeal Private Limited (the 'Transferor Company'), a wholly owned subsidiary of the Company, with effect from the Appointed Date of I April 2018. Since the wholly owned subsidiary company has merged with the Company, there is no impact on the consolidated results already published, and therefore no adjustment is required in the books of account and in the accompanying consolidated results

(7) Subsequent to 31 December 2019, the Company has commenced commercial production of expanded capacity of Carbon Black at its Plant located at Mahishtikry, West Bengal.

(8) The Government of India has introduced the Taxation Laws (Amendment) Act, 2019, which has given the option of lower rate, subject to certain conditions, The Company is currently in the process of evaluating the impact of the same

(9) The figures for the quarter and nine months ended 31 December 2019 arc approved by the Board of Directors, but have not been subjected to review.

(10) Eamings per share is not annualised for the quarter ended 31 December 2019, 30 September 2019, 31 December 2018, nine months ended 31 December 2019 and 31 December 2018,

(11) The figures of the corresponding previous periods/year have been regrouped/reclassified, wherever necessary, to conform to the classification for the quarter and nine months ended 31 December 2019,

0

Himadrl HIMADRI SPECIALITY CHEMICAL LIMITED




Corporate Identity Number: L27106WB1987PLC042756

Phone (033)2230-9953, Fax: (033)2230-9051

Email: info@himadri com, Website: www himadri.com

Rs. in ('roves

Statement of Unaudited Consolidated Financial Results for the Quarter and Nine Months Ended 31 December 2019

Sr. No. Particulars Three months

ended 31.12.2019

Previous Three months ended

30.092019

Corresponding Three months

ended 31 12 2018 in the previous

year

Year to date

figures for the

current period

ended 31.12.2019

Year to date

figures for the previous period

ended 31 12 2018

Previous year ended 31.03.2019

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)

1 Total income 432.63 487 98 602 49 1,446.25 L842.78 2,430 15

2. Net Profit for the period (before tax, Exceptional and/or Extraordinary items)

17.02 64 08 137 54 185.19 354 63 462 14

3• Net Profit for the period before tax (after Exceptional and/or Extraordinary items)

17.02 64 08 137.54 185.19 354 63 462.14

4. Net Profit for the period after tax (after Exceptional and/or

Extraordinary items) 15.80 45 09 99 69 134.38 249.52 324 24

5.

Total Comprehensive Income for the period {comprising Net Profit for the period/ year (after tax) and other comprehensive income for the period/ year (after tax))

(8.87) 17 75 143 59 66.10 242.99 220 09

6. Paid up Equity Share Capital 41.87 41.86 41 84 41.87 41.84 41.86

7. Other Equity .. • - - 1,589.93

8. Earnings Per Equity Share (before and after extraordinary items)

(of Re I each) (refer note 3)

Basic (Rs) )

Diluted (Rs) )

0.38

0.38

1.08

1 08

2 38

2 38

3.22

3.21

5 96

5 96

7.75

7.74

NOIES:-

1) The above

Review

Rogulatiurts,

21 The figures

11 Earnings

4) The

December

5) National

Limited Appointed adjustment

6) The Requirements) and on the

Place

Date 13

unaudited consolidated results have been reviewed by the Audit

of these Consolidated results for the quarter and nine months ended 2015

for the quarter and nine months ended 31 December 2019 are

per share is not annualised for the quarter ended 31 December

figures of the corresponding previous periods/year have been regrouped/reclassified, 2019

Company Law Tribunal (`NCLT'), Kolkata Bench, vide Order

(`the Company' or the 'Transferee Company') and Equal Commodeal Date of 1 April 2018. Since the wholly owned subsidiary company

is required in the books of account and in the accompanying consolidated

above is an extract of the detailed format of Unaudited Consolidated Regulations, 2015 The full format of the Unaudited Consolidated

Company's website at www.himadri.com.

Committee and approved by the Board of Directors in their 31 December 2019 has been carried out by the Statutory

approved by the Board of Directors, but have not been subjected

2019, 30 September 2019, 31 December 2018, nine months

wherever necessary, to conform to the

dated 14 October 2019, approved draft Scheme of Amalgamation Private Limited (the 'Transferor Company'), a wholly

has merged with the Company, there is no impact on

results.

Financial Results filed with the Stock Exchanges under Regulation Financial Results are available on the websites of Stock

- -. ‘4

\ .

1: ...'_r•:.,v-A. -. . tr3 1 71

/ I r .2

--..._ .....11,.;_,:,'

respective meetings held on 13 February 2020. A Limited Auditors, as required under Regulation 33 of SEBI (LODR)

to review

ended 31 December 2019 and 31 December 2018.

classification for the quarter and nine months ended 31

(`Scheme') between Himadri Speciality Chemical owned subsidiary of the Company, with effect from the

the consolidated results already published, and therefore no

33 of the SEBI (Listing Obligations and Disclosure

Exchanges at www.nsCindia.com and wwu bindiasnra


Bankey Lal Clioadhary

Chairman DIN: 00173792

Kolkata

February 2020

Standalone Balance Sheetas at 31 March 2017

Amount in ` Lakhs

Note 31 March 2017 31 March 2016 1 April 2015 ASSETS(1) Non-current assets

(a) Property, plant and equipment 4 110,297.38 110,084.27 114,762.12 (b) Capital work-in-progress 5 936.45 2,732.70 1,019.42 (c) Financial assets

(i) Investments 6 16,658.38 11,168.02 10,929.02 (ii) Trade receivables 7 798.79 788.03 784.04 (iii) Loans 10 2,499.95 2,271.90 2,178.17 (iv) Other fi nancial assets 11 6.71 2.45 41.65

(d) Non-current tax assets (net) 12 409.72 409.72 362.22 (e) Other non-current assets 13 10,569.27 8,421.11 8,636.03

Total Non-current assets 142,176.65 135,878.20 138,712.67 (2) Current assets

(a) Inventories 14 39,207.05 31,501.34 35,933.28 (b) Financial assets

(i) Investments 6 25.08 2,100.00 2,512.71 (ii) Trade receivables 7 21,561.06 19,987.32 31,565.94 (iii) Cash and cash equivalents 8 1,132.72 1,819.97 1,268.90 (iv) Other bank balances 9 2,466.06 1,693.07 2,394.01 (v) Loans 10 418.56 131.10 125.08 (vi) Other fi nancial assets 11 1,062.26 1,081.50 503.68

(c) Other current assets 15 9,381.04 9,209.64 10,919.04 Total Current assets 75,253.83 67,523.94 85,222.64 TOTAL ASSETS 217,430.48 203,402.14 223,935.31 EQUITY AND LIABILITIESEquity

(a) Equity share capital 16 4,184.08 4,184.08 3,857.33 (b) Other equity 17 103,625.68 87,910.13 81,975.01

Total Equity 107,809.76 92,094.21 85,832.34 Liabilities(1) Non-current liabilities

(a) Financial liabilities(i) Borrowings 18 38,703.12 36,600.20 51,414.54 (ii) Trade payables 19 - - 20.56 (iii) Derivatives 20 882.32 5,943.01 5,764.15 (iv) Other fi nancial liabilities 21 25.77 25.77 1,195.04

(b) Provisions 22 178.86 102.93 78.42 (c) Deferred tax liabilities (net) 31 8,974.27 4,757.70 5,206.19

Total Non-current liabilities 48,764.34 47,429.61 63,678.90 (2) Current liabilities

(a) Financial liabilities(i) Borrowings 18 33,868.94 39,206.04 50,762.93 (ii) Trade payables 19 14,931.38 8,854.32 9,157.46 (iii) Derivatives 20 4,594.40 245.39 5,096.69 (iv) Other fi nancial liabilities 21 3,966.78 13,107.95 6,705.36

(b) Other current liabilities 23 3,476.69 2,398.35 2,623.71 (c) Provisions 22 18.19 66.27 77.92

Total Current liabilities 60,856.38 63,878.32 74,424.07 TOTAL EQUITY AND LIABILITIES 217,430.48 203,402.14 223,935.31 Signifi cant accounting policies The accompanying notes form an integral part of the Standalone fi nancial statements.

3

As per our report of even date attachedFor B S R & Co. LLP For and on behalf of the Board of Directors ofChartered Accountants Himadri Speciality Chemical LtdFirm’s Registration Number. 101248W/W-100022 CIN: L27106WB1987PLC042756

Sd/- Sd/- Sd/-Jayanta Mukhopadhyay Bankey Lal Choudhary Shyam Sundar ChoudharyPartner Managing Director Executive DirectorMembership No. 055757 DIN: 00173792 DIN: 00173732

Sd/- Sd/-Kamlesh Kumar Agarwal Bajrang Lal SharmaChief Financial Offi cer Company Secretary

Place: Kolkata Place: KolkataDate: 10 May 2017 Date: 10 May 2017

92 Annual Report 2016-17

CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Standalone Statement of Profi t and Lossfor the year ended 31 March 2017

Amount in ` Lakhs Note Year ended

31 March 2017Year ended

31 March 2016I. Revenue from operations 24 147,125.42 129,078.10

II. Other income 25 789.87 1,095.01

III. Total income (I + II) 147,915.29 130,173.11

IV. ExpensesCost of materials consumed 26 88,052.80 77,764.73

Changes in inventories of fi nished goods and work-in-progress 27 645.87 5,333.78

Excise duty 14,708.21 13,894.24

Employee benefi ts expense 28 3,585.39 2,961.45

Finance costs 29 8,047.45 10,998.76

Depreciation and amortisation expense 4 3,097.36 6,371.56

Foreign exchange fl uctuation 2,002.89 1,109.65

Other expenses 30 15,435.19 13,827.16

Total expenses (IV) 135,575.16 132,261.33

V. Profi t/ (loss) before tax (III-IV) 12,340.13 (2,088.22)

VI. Tax expenses 31

Current tax - (5.31)

Deferred tax 4,222.76 (446.51)

VII. Profi t / (loss) for the year (V-VI) 8,117.37 (1,636.40)

VIII. Other comprehensive income (net of tax)A. Items that will not be reclassifi ed subsequently to profi t or loss(a) Remeasurements of defi ned benefi t liability/ (asset) (17.88) (5.72)

(b) Equity instruments through other comprehensive income - net change in fair value (net of taxes)

5,509.67 239.00

(c) Income taxes relating to items that will not be reclassifi ed to profi t or loss

6.19 1.98

Net other comprehensive income not to be reclassifi ed subsequently to profi t or loss

5,497.98 235.26

B. Items that will be reclassifi ed subsequently to profi t or loss(a) Eff ective portion of gains/(losses) on hedging instruments in

cash fl ow hedges 168.36 3,045.48

(b) Eff ective portion of gains/(losses) on hedging instruments in cash fl ow hedges reclassifi ed to profi t and loss

- (4,656.41)

Net other comprehensive income to be reclassifi ed subsequently to profi t or loss

168.36 (1,610.93)

Other comprehensive income for the year, net of income tax 5,666.34 (1,375.67)

IX. Total comprehensive income for the year (VII+VIII) 13,783.71 (3,012.07)

X. Earnings/ (loss) per equity share 32

[Face value of equity share ` 1 each (previous year ` 1 each)]- Basic 1.94 (0.42)

- Diluted 1.94 (0.42)

Signifi cant accounting policiesThe accompanying notes form an integral part of the Standalone fi nancial statements.

3





Standalone

93Annual Report 2016-17

Standalone Statement of Cash Flowsfor the year ended 31 March 2017

Amount in ` Lakhs

Year ended 31 March 2017 Year ended 31 March 2016

A. Cash fl ows from operating activities

Net profit/ (loss) before tax 12,340.13 (2,088.22)

Adjustments for:

Depreciation and amortisation expense 3,097.36 6,371.56

Shares based options outstanding 25.40 -

Finance costs 8,047.45 10,998.76

Interest income (360.69) (410.65)

Unwinding of discount on security deposits and others (166.63) (267.55)

Gain of fair valuation of investments through profit or loss (65.56) (148.96)

Dividend income on equity securities (0.22) (0.38)

Guarantee fee (36.76) (66.46)

Gain on sale of current investments (mutual funds) (29.57) (51.63)

Foreign exchange fluctuation (net) 1,873.62 1,705.21

Net gain on sale of property, plant and equipment (39.21) (3.82)

12,345.19 18,126.08

Operating cash fl ows before working capital changes 24,685.32 16,037.86

Working capital adjustments:

(Increase)/ decrease in inventories (7,705.71) 4,431.94

(Increase)/ decrease in trade receivables (1,593.90) 11,578.62

(Increase)/ decrease in financial and other assets (730.68) 1,360.63

Increase/ (decrease) in trade payables 6,269.77 (303.14)

Increase/ (decrease) in financial, other liabilities and provisions 1,899.70 (5,312.93)

(1,860.82) 11,755.12

Cash generated from operating activities 22,824.50 27,792.98

Income tax paid (net) (2,338.44) (42.19)

Net cash from operating activities (A) 20,486.06 27,750.79

B. Cash flows from investing activities

Acquisition of property, plant and equipments (1,153.49) (1,325.07)

Proceeds from sale of property, plant and equipments 44.61 19.08

Interest income received 334.29 495.55

Dividends received 0.22 0.38

Guarantee fee received 1.89 49.31

Loan to subsidiary (154.44) (200.00)

Proceeds from sale of investments 2,802.66 2,100.00

Purchase of investments - (2,100.00)

(Investment)/ redemption in fixed deposits with banks (having maturity of more than 3 months)

(781.27) 725.04

Net cash provided/ (used) in investing activities (B) 1,094.47 (235.71)


CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Standalone Statement of Cash Flowsfor the year ended 31 March 2017 (continued)

Amount in ` Lakhs

Year ended 31 March 2017 Year ended 31 March 2016

C. Cash fl ows from fi nancing activities

Proceeds from long-term borrowings 5,053.04 42.16

Repayment of long-term borrowings (10,974.60) (6,043.40)

Increase/ (decrease) in short term borrowings (4,941.89) (12,722.10)

Interest paid (10,255.11) (8,432.28)

Net proceeds/ (outflow) on settlement of derivative contracts (896.99) 173.59

Dividend paid (including dividend distribution tax) (251.79) -

Net cash provided by/ (used in) fi nancing activities (C) (22,267.34) (26,982.03)

Net increase/ (decrease) in cash and cash equivalents (A+B+C)

(686.81) 533.05

Cash and cash equivalents at 1 April(refer note 8 to the Standalone financial statements)

1,819.97 1,268.90

Effect of exchange rate fluctuations on cash held in foreign currency (EEFC accounts)

(0.44) 18.02

Cash and cash equivalents at 31 March(refer note 8 to the Standalone financial statements)

1,132.72 1,819.97

Notes:1. Standalone Statement of Cash Flows has been prepared under the indirect method as set out in Ind AS 7 specified under

Section 133 of the Companies Act, 2013.

2. Acquisition of property, plant and equipment includes movements of capital work-in-progress (including capital advances and liability for capital goods) during the year.

3. Figures in brackets indicate cash outflows.





Standalone


STANDALONE bALANCE SHEETas at 31 March 2018

Amount in ` LakhsNote 31 March 2018 31 March 2017

ASSETS(1) Non-current assets

(a) Property, plant and equipment 4 109,680.58 110,297.38 (b) Capital work-in-progress 5 1,768.01 936.45 (c) Intangible assets 6 236.14 - (d) Financial assets

(i) Investments 7 35,324.03 16,658.38 (ii) Trade receivables 8 798.79 798.79 (iii) Loans 11 4,718.29 2,499.95 (iv) Other financial assets 12 3.04 6.71

(e) Deferred tax assets 33 15,462.90 7,853.02 (f) Non-current tax assets (net) 13 486.68 409.72 (g) Other non-current assets 14 5,317.03 2,716.25

Total Non-current assets 173,795.49 142,176.65 (2) Current assets

(a) Inventories 15 41,519.79 39,207.05 (b) Financial assets

(i) Investments 7 - 25.08 (ii) Trade receivables 8 26,988.68 21,561.06 (iii) Cash and cash equivalents 9 1,718.04 1,132.72 (iv) Bank balances other than (iii) above 10 1,431.07 2,466.06 (v) Loans 11 268.23 418.56 (vi) Other financial assets 12 812.40 1,062.26

(c) Other current assets 16 10,226.76 9,381.04 Total Current assets 82,964.97 75,253.83 TOTAL ASSETS 256,760.46 217,430.48 EQUITY AND LIABILITIESEquity

(a) Equity share capital 17 4,184.08 4,184.08 (b) Other equity 18 141,448.47 103,625.68

Total Equity 145,632.55 107,809.76 Liabilities(1) Non-current liabilities

(a) Financial liabilities(i) Borrowings 19 23,119.18 38,703.12 (ii) Derivatives 21 583.65 882.32 (iii) Other financial liabilities 22 25.77 25.77

(b) Provisions 24 255.22 178.86 (c) Deferred tax liabilities (net) 33 25,173.74 8,974.27

Total Non-current liabilities 49,157.56 48,764.34 (2) Current liabilities

(a) Financial liabilities(i) Borrowings 19 36,422.53 33,868.94 (ii) Trade payables 20 11,826.22 14,931.38 (iii) Derivatives 21 185.91 4,594.40 (iv) Other financial liabilities 22 7,659.55 3,966.78

(b) Other current liabilities 23 5,757.31 3,167.68 (c) Provisions 24 40.24 18.19 (d) Current tax liabilities (net) 25 78.59 309.01

Total Current liabilities 61,970.35 60,856.38 TOTAL EQUITY AND LIABILITIES 256,760.46 217,430.48 Significant accounting policies 3The accompanying notes form an integral part of the standalone financial statements.

As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors ofChartered Accountants Himadri Speciality Chemical LimitedFirm's Registration Number. 101248W/W-100022 CIN: L27106WB1987PLC042756


Sd/- Sd/-Kamlesh Kumar Agarwal Bajrang Lal SharmaChief Financial Officer Company Secretary



(1-29) (30-124) (125-284)

Corporate Overview Statutory Reports Financial Statements

STANDALONE STATEMENT Of PROfIT & LOSS for the year ended 31 March 2018

Amount in ` Lakhs

NoteYear ended


31 March 2017I. Revenue from operations 26 202,152.30 147,125.42 II. Other income 27 776.73 789.87 III. Total income (I + II) 202,929.03 147,915.29 Iv. Expenses

Cost of materials consumed 28 133,249.40 88,052.80 Changes in inventories of finished goods and work in-progress

29 (771.63) 645.87

Excise duty 5,034.56 14,708.21 Employee benefits expense 30 4,663.10 3,585.39 Finance costs 31 7,042.98 8,047.45 Depreciation and amortisation expense 4 and 6 3,141.42 3,097.36 Other expenses 32 14,976.70 17,438.08Total expenses 167,336.53 135,575.16

v. Profit before tax (III-IV) 35,592.50 12,340.13 vI. Tax expenses 33

Current tax 7,609.88 2,644.45 Deferred tax 3,725.16 1,578.31

vII. Profit for the year (V-VI) 24,257.46 8,117.37 vIII. Other comprehensive income (net of tax)

A. Items that will not be reclassified subsequently to profit or loss (a) Remeasurements of defined benefit

liability/ (asset) (13.58) (11.69)

(b) Equity instruments through other comprehensive income - net change in fair value

13,794.02 5,509.67

Net other comprehensive income not to be reclassified subsequently to profit or loss

13,780.44 5,497.98

B. Items that will be reclassified subsequently to profit or loss(a) Effective portion of gains/(losses) on

hedging instruments in cash flow hedges 3,882.61 168.36

(b) Effective portion of gains/(losses) on hedging instruments in cash flow hedges reclassified to profit and loss

(3,774.56) -

Net other comprehensive income to be reclassified subsequently to profit or loss

108.05 168.36

Other comprehensive income for the year, net of tax 13,888.49 5,666.34 Ix. Total comprehensive income for the year (vII+vIII) 38,145.95 13,783.71 x. Earnings per equity share 34

[Face value of equity share ` 1 each (previous year ` 1 each)]- Basic 5.80 1.94 - Diluted 5.80 1.94

Significant accounting policies 3The accompanying notes form an integral part of the standalone financial statements.







STANDALONE STATEMENT Of CASH fLOwSfor the year ended 31 March 2018

Amount in ` LakhsYear ended


31 March 2017A. Cash flows from operating activities

Net profit before tax 35,592.50 12,340.13Adjustments for:

Depreciation and amortisation expense 3,141.42 3,097.36 Share based payments 103.79 25.40 Finance costs 7,042.98 8,047.45 Interest income (298.71) (360.69)Unwinding of discount on security deposits and others

(227.27) (166.63)

Gain of fair valuation of investments through profit or loss

(0.63) (65.56)

Dividend income on equity instruments (0.08) (0.22)Guarantee fee (7.28) (36.76)Gain on sale of current investments (mutual funds) (11.35) (29.57)Foreign exchange fluctuation (net) 781.12 1,873.62 Net gain on sale of property, plant and equipment - (39.21)

10,523.99 12,345.19 Operating cash flows before working capital changes

46,116.49 24,685.32

Working capital adjustments:(Increase) in inventories (2,312.74) (7,705.71)(Increase) in trade receivables (5,405.93) (1,593.90)(Increase) in financial and other assets (979.81) (730.68)Increase/ (decrease) in trade payables (3,111.35) 6,269.77 Increase/ (decrease) in financial, other liabilities and provisions

(1,721.75) 1,899.70

(13,531.58) (1,860.82)Cash generated from operating activities 32,584.91 22,824.50 Income tax paid (net) (7,922.68) (2,338.44)Net cash from operating activities (A) 24,662.23 20,486.06

B. Cash flows from investing activitiesAcquisition of property, plant and equipments (5,205.17) (1,153.49)Proceeds from sale of property, plant and equipments - 44.61 Interest income received 372.50 334.29 Dividends received 0.08 0.22 Guarantee fee received 125.29 1.89 Loan to a subsidiary (2,421.41) (154.44)Proceeds from sale of investments 6,237.05 2,802.66 Purchase of investments (6,200.00) - (Investment)/ redemption in fixed deposits with banks (having maturity of more than 3 months)

1,038.63 (781.27)

Net cash provided/ (used) in Investing activities (B) (6,053.03) 1,094.47


(1-29) (30-124) (125-284)


STANDALONE STATEMENT Of CASH fLOwSfor the year ended 31 March 2018 (Contd.)



31 March 2017C. Cash flows from financing activities

Repayment of non convertible debentures (10,000.00) - Proceeds from non-current borrowings 13,122.63 5,053.04 Repayment of non-current borrowings (15,223.53) (10,974.60)Increase/ (decrease) in current borrowings 1,959.35 (4,941.89)Interest paid (6,460.46) (10,255.11)Net proceeds/ (outflow) on settlement of derivative contracts

(917.54) (896.99)

Dividend paid (including dividend distribution tax) (503.59) (251.79)Net cash provided by/ (used in) financing activities (C)

(18,023.14) (22,267.34)

Net Increase/ (decrease) in cash and cash equivalents (A+B+C)

586.06 (686.81)

Cash and cash equivalents at 1 April 1,132.72 1,819.97 (refer note 9 to the Standalone financial statements)Effect of exchange rate fluctuations on cash held in foreign currency (EEFC accounts)

(0.74) (0.44)

Cash and cash equivalents at 31 March 1,718.04 1,132.72 (refer note 9 to the Standalone financial statements)

Notes:

1. Standalone Statement of Cash Flows has been prepared under the indirect method as set out in Ind AS 7

specified under Section 133 of the Companies Act, 2013.

2. Acquisition of property, plant and equipment includes movements of capital work-in-progress (including

capital advances and liability for capital goods) during the year.

3. Change in Liability arising from financing activities

Amount in ` Lakhs

1 April 2017Cash flow

(net)

Foreign exchange

movementFair value

Changes 31 March 2018Borrowing (including current maturities of long-term debt) - Non Current

41,543.32 (12,100.90) 88.46 62.02 29,592.90

Borrowing - Current 33,868.94 1,959.35 594.24 - 36,422.53







1-33 34-148 149-330



Standalone Balance Sheetas at 31 March 2019

Amount in ` LakhsNote 31 March 2019 31 March 2018

ASSETS(1) Non-current assets

(a) Property, plant and equipment 4 108,980.90 109,680.58 (b) Capital work-in-progress 5 12,643.27 1,768.01 (c) Other intangible assets 6 233.93 236.14 (d) Financial assets

(i) Investments 7 25,921.85 35,324.03 (ii) Trade receivables 8 792.65 798.79 (iii) Loans 11 5,233.69 4,718.29 (iv) Other financial assets 12 4.72 3.04

(e) Non-current tax assets (net) 13 160.01 486.68 (f) Other non-current assets 14 12,449.54 5,317.03

Total non-current assets 166,420.56 158,332.59 (2) Current assets

(a) Inventories 15 53,890.73 41,519.79 (b) Financial assets

(i) Trade receivables 8 36,604.27 26,988.68 (ii) Cash and cash equivalents 9 952.90 1,718.04 (iii) Bank balances other than (ii) above 10 3,704.61 1,431.07 (iv) Loans 11 190.61 268.23 (v) Other financial assets 12 1,362.71 812.40

(c) Other current assets 16 15,470.65 10,226.76 Total current assets 112,176.48 82,964.97 TOTAL ASSETS 278,597.04 241,297.56 EQUITY AND LIABILITIESEquity

(a) Equity share capital 17 4,185.79 4,184.08 (b) Other equity 18 163,537.13 141,448.47

Total equity 167,722.92 145,632.55 Liabilities(1) Non-current liabilities

(a) Financial liabilities(i) Borrowings 19 18,827.83 23,119.18 (ii) Derivatives 21 376.86 583.65 (iii) Other financial liabilities 22 25.77 25.77

(b) Provisions 24 295.25 255.22 (c) Deferred tax liabilities (net) 33 12,788.16 9,710.84

Total non-current liabilities 32,313.87 33,694.66 (2) Current liabilities

(a) Financial liabilities(i) Borrowings 19 24,166.72 36,422.53 (ii) Trade payables 20

- total outstanding dues of micro enterprises and small enterprises

141.74 200.58

- total outstanding dues of creditors other than micro enterprises and small enterprises

40,973.62 11,625.64

(iii) Derivatives 21 228.05 185.91 (iv) Other financial liabilities 22 6,750.34 7,659.55

(b) Other current liabilities 23 6,007.08 5,757.31 (c) Provisions 24 54.92 40.24 (d) Current tax liabilities (net) 25 237.78 78.59

Total current liabilities 78,560.25 61,970.35 TOTAL EQUITY AND LIABILITIES 278,597.04 241,297.56 Significant accounting policies 3The accompanying notes form an integral part of the Standalone financial statements.


For B S R & Co. LLP For and on behalf of the Board of Directors ofChartered Accountants Himadri Speciality Chemical LimitedFirm’s Registration Number: 101248W/W-100022

CIN: L27106WB1987PLC042756

Sd/- Sd/- Sd/- Sd/-Jayanta Mukhopadhyay Bankey Lal Choudhary Shyam Sundar Choudhary Anurag ChoudharyPartner Managing Director Executive Director Chief Executive OfficerMembership No. 055757 DIN: 00173792 DIN: 00173732



161

Standalone Statement of Profit & Loss for the year ended 31 March 2019

Amount in ` Lakhs

NoteYear ended


31 March 2018I. Revenue from operations 26 237,661.90 202,152.30 II. Other income 27 1,069.44 776.73 III. Total income (I + II) 238,731.34 202,929.03 IV. Expenses

Cost of materials consumed 28 160,371.13 133,249.40 Changes in inventories of finished goods and work-in-progress

29 (1,590.28) (771.63)

Excise duty - 5,034.56 Employee benefits expense 30 5,812.42 4,663.10 Finance costs 31 7,056.94 7,042.98 Depreciation and amortisation expense 4 and 6 3,253.26 3,141.42 Other expenses 32 19,325.59 14,976.70 Total expenses 194,229.06 167,336.53

V. Profit Before tax (III-IV) 44,502.28 35,592.50 VI. Tax expenses

Current tax 33 9,587.01 7,609.88 Deferred tax charge 33 4,185.44 3,725.16 Total tax expenses 13,772.45 11,335.04

VII. Profit for the year (V-VI) 30,729.83 24,257.46 VIII. Other comprehensive income

A. Items that will not be reclassified subsequently to profit or loss (a) Remeasurements of the net defined benefit

plan (43.85) (20.77)

(b) Net gain/ (loss) on investment in equity instruments accounted at fair value

(9,402.15) 18,665.64

(c) Income tax relating to items that will not be reclassified to profit or loss

1,108.12 (4,864.43)

Net other comprehensive income not to be reclassified subsequently to profit or loss

(8,337.88) 13,780.44

B. Items that will be reclassified subsequently to profit or loss (a) Effective portion of gains on hedging

instruments in cash flow hedges - 3,882.61

(b) Effective portion of gains on hedging instruments in cash flow hedges reclassified to profit and loss

- (3,774.56)

(c) Income tax relating to items that will be reclassified to profit or loss

- -

Net other comprehensive income to be reclassified subsequently to profit or loss

- 108.05

Other comprehensive income for the year (net of income tax) (8,337.88) 13,888.49 IX. Total comprehensive income for the year (VII+VIII) 22,391.95 38,145.95 X. Earnings per equity share 34

[Face value of equity share ` 1 each (previous year ` 1 each)]- Basic 7.34 5.80 - Diluted 7.34 5.80

Significant accounting policies 3The accompanying notes form an integral part of the Standalone financial statements.



CIN: L27106WB1987PLC042756




165

Standalone Statement of Cash Flowsfor the year ended 31 March 2019



31 March 2018A. Cash flows from operating activities

Net profit before tax 44,502.28 35,592.50 Adjustments for:

Depreciation and amortisation expense 3,253.26 3,141.42 Share based payments to employees - Equity settled 170.36 103.79 Finance costs 7,056.94 7,042.98 Interest income on bank deposits (139.21) (101.82)Interest on loan given (299.68) (196.89)Interest income on income tax refunds (116.07) - Unwinding of discount on security deposits and others

(144.08) (227.27)

Gain of fair valuation of investments through profit or loss

- (0.63)

Dividend income on equity instruments - (0.08)Guarantee fee - (7.28)Gain on sale proceeds of current investments measured at fair value through profit or loss

(4.05) (11.35)

Foreign exchange fluctuation (net) (870.96) 781.12 Net gain on sale of property, plant and equipment (1.67) -

Cash generated from operations before working capital changes

8,904.84 10,523.99

Operating cash flows before working capital changes 53,407.12 46,116.49 Working capital adjustments:

(Increase) in inventories (12,370.94) (2,312.74)(Increase) in trade receivables (9,657.29) (5,405.93)(Increase) in financial and other assets (5,054.07) (979.81)Increase/ (decrease) in trade payables 29,894.30 (3,111.35)Increase/ (decrease) in financial, other liabilities and provisions

485.36 (1,721.75)

Net changes in working capital 3,297.36 (13,531.58)Cash generated from operating activities 56,704.48 32,584.91 Tax paid (net of refunds) (9,543.89) (7,922.68)Net cash generated from operating activities (A) 47,160.59 24,662.23

B. Cash flows from investing activitiesPurchase of property, plant and equipments (20,010.59) (4,968.90)Sales proceeds of property, plant and equipments 5.99 - Purchase of intangible assets (47.75) (236.27)Interest income received 304.41 372.50 Dividends received - 0.08 Guarantee fee received - 125.29 Loan given to a subsidiary (209.87) (2,421.41)Sale proceeds of current investments 4,604.08 6,237.05 Purchase of current investments (4,600.00) (6,200.00)(Investment in)/ redemption of bank deposits (having maturity of more than 3 months)

(2,276.59) 1,038.63

Net cash provided by/ (used in) investing activities (B) (22,230.32) (6,053.03)C. Cash flows from financing activities

Proceeds from allotment of equity share under employee stock options

32.47 -

Repayment of non-convertible debentures - (10,000.00)Proceeds from non-current borrowings 411.89 13,122.63 Repayment of non-current borrowings (6,569.60) (15,223.53)Increase/ (decrease) in current borrowings (12,470.15) 1,959.35 Interest paid (6,548.24) (6,460.46)

1-33 34-148 149-330



Standalone Statement of Cash Flowsfor the year ended 31 March 2019 (Contd.)



31 March 2018Net outflow on settlement of derivative contracts (47.35) (917.54)Dividend paid (including dividend distribution tax) (504.41) (503.59)

Net cash provided by/ (used in) financing activities (C)

(25,695.39) (18,023.14)

Net increase/ (decrease) in cash and cash equivalents (A+B+C) (765.12) 586.06 Cash and cash equivalents at the beginning of the year 1,718.04 1,132.72 (refer note 9 to the Standalone financial statements)Effect of exchange rate fluctuations on cash held in foreign currency (EEFC accounts)

(0.02) (0.74)

Cash and cash equivalents at the end of the year 952.90 1,718.04 (refer note 9 to the Standalone financial statements)

Notes:

1. Standalone Statement of Cash Flows has been prepared under the indirect method as set out in Ind AS 7

“Statement of cash flows” specified under Section 133 of the Companies Act, 2013.

2. Purchase of property, plant and equipment includes movements of capital work-in-progress (including capital

advances and liability for capital goods) during the year.

3. Change in Liability arising from financing activities

Amount in ` Lakhs


(net)

Foreign exchange

movementFair Value

Changes 31 March 2019Borrowing (including current maturities of non-current borrowings) - Non Current

29,592.90 (6,157.71) 31.86 13.23 23,480.28

Borrowing - Current 36,422.53 (12,470.15) 214.34 - 24,166.72

Amount in ` Lakhs


(net)

Foreign exchange

movementFair Value Changes 31 March 2018

Borrowing (including current maturities of non-current borrowings) - Non Current

41,543.32 (12,100.90) 88.46 62.02 29,592.90

Borrowing - Current 33,868.94 1,959.35 594.24 - 36,422.53

The accompanying notes form an integral part of the Standalone financial statements.



CIN: L27106WB1987PLC042756




subject: disclosure document pursuant to sebi circular ... · kolkata - 700107 14/11/2016 himadri...

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