The Board of Directors hereby submits the 66th Annual Report
of your Company ("the Company" or "Hindusthan Insulators & Industries
Limited" formerly known as Hindusthan Urban Infrastructure Limited), along with the
Audited Financial Statements for the financial year ended March 31, 2026.
Financial Highlights
In compliance with the provisions of the Companies Act, 2013 ("the
Act"), the Indian Accounting Standards ("Ind AS") prescribed under Section
133 of the Act read with the relevant rules made thereunder, and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations"), the Company has prepared its financial statements for the Financial
Year 2025-26.
The financial performance of the Company for the Financial Year ended
March 31, 2026 is summarized below:
| Particulars |
March 31, 2026 |
March 31, 2025 |
| Total Revenue (Gross) |
33,854.37 |
27,279.11 |
| Profit Before Depreciation, Finance Cost, Exceptional Items
and Tax |
6,568.85 |
(878.89) |
| Less: Depreciation and Amortization expenses |
903.22 |
935.91 |
| Less: Finance Costs |
944.62 |
1,253.74 |
| Profit/(Loss) before exceptional items and tax |
4721.01 |
(3068.54) |
| Exceptional Items |
(4705.30) |
2,599.97 |
| Profit/(Loss) before Tax |
15.70 |
(468.56) |
| Less: Tax expenses |
803.11 |
(288.59) |
| Net Profit/(Loss) for the year |
(787.40) |
(179.97) |
| Other comprehensive income (net of tax) |
8.55 |
5.65 |
| Total comprehensive income for the year |
(778.85) |
(174.33) |
State of Affairs & Operations
During the year under review, the gross revenue from operations on
standalone basis of the company has increased to Rs. 33,854.37 Lakhs as compared to Rs.
27,279.11 Lakhs in the previous year 2024-25 which was higher against previous year by
24%. The Company has achieved Profit before depreciation and tax of Rs. 5,624.23 Lakhs as
compared to profit before depreciation and tax of Rs. (2,132.63) Lakhs in the previous
year 2024-25. Exceptional Item for the year ended March 31, 2026 include loss of Rs.
4,705.30 Lakhs on Sale of Investment (i.e. Shareholding) in Subsidiary of the Company,
Hindusthan Speciality Chemicals Limited ("HSCL"). Consequently, HSCL ceased to
be a subsidiary of the Company.
The Company entered into a Share Purchase Agreement dated June 12, 2025
with DCM Shriram Limited (DCM) for the sale of its shareholding, along with other
shareholders, in HSCL . The transaction was completed on August 25, 2025 upon fulfilment
of the stipulated conditions precedent and other agreed actions. However, an amount of Rs.
3,859.28 Lakhs remains in an escrow account (invested in fixed deposits with State Bank of
India) towards pending Income Tax demands of HSCL amounting to Rs. 2,909.14 Lakhs (against
which Rs. 120 Lakhs has been pre-deposited) and Gujarat
Industrial Development Corporation non-regulation charges of Rs.
1,070.14 Lakhs. Further, certain claims raised by DCM relating to losses incurred during
the period from August 01, 2025 to August 25, 2025, including inventory differences,
vendor claims, dead inventory, ITC mismatches and other related matters, are under
negotiation. The ascertainable losses for the said period amount to Rs. 128.52 Lakhs,
against which the Company has made a provision of Rs. 75.18 Lakhs (58.5%). The final
amount payable, if any, shall be determined upon completion of the settlement process with
DCM.
During the year, the Company earned foreign exchange through exports
amounting to Rs. 2887.67 Lakhs as compared to previous year of Rs. 1046.92 Lakhs.
Capacity Enhancement
During the year under review, in line with the Company's long-term
growth strategy, the Board of Directors have approved a capital expenditure
("CAPEX") project to enhance the production capacity of its Insulators Plant
located at Mandideep from 16,500 MT to 36,000 MT, proposed to be completed by December,
2026 through the installation of additional kiln firing units together with auxiliary
equipment such as dryers, pug mills, CNC shaping machines, and other
supporting machinery, along with the expansion of the existing building
structure to accommodate the increased manufacturing facilities.
This strategic investment was proposed to be undertaken with the
objective of strengthening the Company's manufacturing capabilities, improving operational
efficiencies, and supporting revenue growth and market share expansion.
Business Performance / Outlook
India continues to demonstrate strong economic resilience and remains
one of the fastest-growing major economies globally. The Government's sustained focus on
power sector reforms, expansion of transmission and distribution infrastructure, renewable
energy integration, railway electrification, and rural electrification is expected to
drive significant demand for electrical insulators in the coming years.
The increasing investments in power generation, transmission networks,
smart grid projects, and renewable energy installations are creating substantial growth
opportunities for the insulator industry.
The Company remains optimistic about the future prospects of the
insulator industry and is well-positioned to capitalize on emerging opportunities through
its focus on quality, operational efficiency, and customer satisfaction. We believe that
continued infrastructure development, supportive government policies, and improving
economic conditions will contribute positively to the Company's growth and overall
industry performance.
Dividend
Pursuant to the Regulation 43 A of the Listing Regulations, the
Dividend Distribution Policy is uploaded on the website of the Company at the weblink:
https://hindusthaninsulators.com/ investorrelation.aspx?mpgid=151&pgidtrail=151&catid=14
In line with the Dividend Distribution Policy ("DDP") of the
Company, the Board of Directors in their meeting held on May 27, 2026 have recommended a
Final Dividend of Rs. 0.50/- (25%) per equity share of face value of Rs. 2/- each for
financial year ended March 31, 2026 subject to the approval of the Members at the ensuing
66th Annual General Meeting ("AGM"). The holders of 9,51,89,700 1%
Redeemable, NonConvertible, Non-Cumulative Preference Shares of Rs. 10/- each shall be
entitled to receive dividend in priority to the equity shareholders, in accordance with
the terms of issue of the preference shares and applicable provisions of the Act read with
rules made thereunder.
The Final Dividend will be paid to the Members whose names appear in
the Register of Members, as on June 19, 2026, being the Record Date as fixed for this
purpose. The proposed Final Dividend, amounts to Rs. 0.50/- per equity share and Rs.
0.10/- per preference share, leading to a total dividend payout of
Rs. 36.07 Lakhs to equity shareholders and Rs. 95.18 Lakhs to
preference shareholders.
In accordance with the provisions of the Income Tax Act, 1961, as
amended by the Finance Act, 2020, dividends paid or distributed by the Company shall be
taxable in the hands of the shareholders. Accordingly, the Company shall deduct tax at
source ("TDS") at the applicable rates while making payment of the Final
Dividend. Members are requested to refer to the Notes forming part of the Notice of the 66th
AGM for detailed information relating to the taxation of dividends and the applicable TDS
provisions.
Transfer to Reserves
The Company do not propose to transfer any amount to general reserves
for the financial year ended March 31, 2026.
The Company has set off the accumulated deficit in Retained Earnings
amounting to Rs. 2,228.83 Lakhs against the balance standing to the credit of the General
Reserves amounting to Rs. 39,538.21 Lakhs during the financial year ended March 31, 2026.
Consequently, the deficit in Retained Earnings has been fully adjusted to the General
Reserves.
Share Capital
As on March 31, 2026, the Authorised Share Capital of the Company stood
at Rs. 108,50,00,000/- (Rupees One Hundred Eight Crore Fifty Lakhs only), comprising
5,50,00,000 (Five Crore Fifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two only) each and
9,75,00,000 (Nine Crore Seventy-Five Lakhs) Preference Shares of Rs. 10/- (Rupees Ten
only) each. The paid-up share capital of the Company as on March 31, 2026 stood at Rs.
96,63,25,850/- (Rupees Ninety Six Crore Sixty Three Lakhs Twenty Five Thousand Eight
Hundred and Fifty only), comprising Equity Share Capital of Rs. 1,44,28,850/- (One Crore
Forty Four Lakhs Twenty Eight Thousand Eight Hundred Fifty only) and Preference Share
Capital of Rs. 95,18,97,000/-(Ninety Five Crore Eighteen Lakhs Ninety Seven Thousand
only).
During the financial year under review, the Board of Directors, at
their meeting held on December 29, 2025 and the Members of the Company, through Postal
Ballot dated February 05, 2026, approved, inter alia, the following corporate actions:
1. The sub-division/split of the existing Equity Shares of the Company,
whereby every 1 (One) Equity Share of face value Rs. 10/- (Rupees Ten only) each, whether
authorised, issued, subscribed and fully paid-up, was subdivided into 5 (Five) Equity
Shares of face value Rs. 2/- (Rupees Two only) each, ranking pari passu in all respects.
The aforesaid sub-division became effective from March 14, 2026.
2. The Authorised Share Capital of the Company was increased from Rs.
100,00,00,000/- (Rupees One Hundred Crore only), comprising 25,00,000 (Twenty-Five Lakhs)
Equity Shares of Rs. 10/- each and 9,75,00,000 (Nine Crore Seventy-Five
Lakhs) Preference Shares of Rs.10/- each, to Rs. 108,50,00,000/- (Rupees One Hundred Eight
Crore Fifty Lakhs only), comprising 5,50,00,000 (Five Crore Fifty Lakhs) Equity Shares of
Rs. 2/- each and 9,75,00,000 (Nine Crore Seventy-Five Lakhs) Preference Shares of Rs. 10/-
each; to facilitate any further capital issuances by the Company.
The sub-division of equity shares was undertaken with the objective of
enhancing liquidity in the Company's equity shares and encouraging broader participation
by retail investors by making the shares more affordable and accessible.
Pursuant to the approval of the shareholders of the Company through
postal ballot dated July 01, 2026, the Board of Directors in their meeting held on July
13, 2026 have allotted fully paid up bonus equity shares in the ratio of 2:1 i.e. 2 equity
shares of Rs. 2/- each for every 1 existing fully paid-up equity share of Rs. 2/- each to
the Members whose names appear in the Register of Members as on July 10, 2026, being the
Record Date as fixed for this purpose. Consequently, the Paid-up equity share capital of
the Company has been increased to Rs. 4,32,86,550/-(Rupees Four Crores Thirty Two Lakhs
Eighty Six Thousand Five Hundred and Fifty only).
Subsidiary Companies
As on March 31, 2026, the Company did not have any subsidiary, joint
venture or associate company.
During the year under review, the Company has divested its entire stake
i.e. 58.5% in its subsidiary, HSCL to DCM as part of a strategic decision to focus on its
core business i.e. manufacturing of electrical equipment's which includes electro
porcelain high tension insulators.
Accordingly, HSCL ceased to be the material subsidiary of the Company
with effect from the date of transfer of shares i.e. August 25,2025. Accordingly, the
financial results of HSCL have been consolidated and considered in the Company's financial
statements only up to the effective date of divestment, and its contribution to the
revenue and profitability of the Company has been recognized up to such date.
Management Discussion and Analysis Report
Pursuant to Regulation 34(2)(e) read with Schedule V of the Listing
Regulations, the Management Discussion and Analysis Report for the Financial Year 2025-26
forms an integral part of this Annual Report and is presented in a separate section.
It provides a comprehensive analysis of the industry structure and
developments, prevailing global and domestic economic conditions, market trends,
opportunities and challenges, risks and concerns, outlook for the industry, and the
operational and financial performance of the Company during the year under review. The
report also highlights key business
developments, strategic initiatives, internal control systems and their
adequacy, and other significant factors influencing the Company's performance and future
growth prospects
Corporate Governance
Your Company remains committed to upholding the highest standards of
Corporate Governance and business ethics, with a strong emphasis on transparency,
accountability, integrity, fairness, and sustainable value creation for all stakeholders.
The Company continuously endeavors to adopt and implement best governance practices and
complies with the applicable provisions of the Act read with rules made thereunder, the
Listing Regulations and other applicable laws and regulatory requirements.
In accordance with Regulation 34(3) read with Part C of Schedule V of
the Listing Regulations, a detailed Report on Corporate Governance, setting out the
governance framework, policies, practices, composition of the Board and its Committees,
and the Company's compliance with the applicable governance requirements, forms an
integral part of this Annual Report.
A certificate from M/s. K.N. Gutgutia & Co., Chartered Accountants
(Firm Registration No. 304153E), Statutory Auditors of the Company confirming compliance
with the conditions of Corporate Governance as stipulated under the Listing Regulations is
annexed to and forms part of the Report on Corporate Governance.
Change in Nature of Business, if any
There was no change in the nature of business of the company during the
financial year ended March 31, 2026.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134 (3) (c) read with Section
134(5) of the Act, the Board of Directors of your Company hereby state and confirm that:
a) In the preparation of the annual accounts for the financial year
ended March 31, 2026, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
b) The selected accounting policies have been applied consistently and
the judgments and estimates made 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 that period;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Internal Financial Controls laid down in the company are adequate
and are operating effectively; and
f) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and these are adequate and are operating effectively.
Board of Directors and Key Managerial Personnel
As on March 31, 2026, the Board comprised of six Directors including
one woman Director. The Board has an appropriate mix of Executive Directors ('EDs'),
Non-Executive Directors ('NEDs') and Independent Directors ('IDs'), which is compliant
with the Act, Listing Regulations, and is also aligned with the best practices of
Corporate Governance, the details of which are elaborated in the Corporate Governance
Report annexed to this Report.
Changes in Board of Directors and Key Managerial Personnel
During the financial year 2025-26, the following changes were made in
the Board of Directors and Key Managerial Personnel:
- Mr. M.L. Birmiwala, Company Secretary & Compliance Officer of the
Company (designated as President - Finance & Secretary) retired from the said position
with effect from the close of business hours on January 31, 2026, pursuant to his reaching
the age of superannuation i.e. 76 years. The said retirement was noted by the members of
Nomination and Remuneration Committee and Board of Directors at their meeting held on
February 13, 2026. The Board of Directors placed on record their appreciation for the
valuable services rendered and significant contributions made by Mr. M.L. Birmiwala during
his long association with the Company.
- Post financial year 2025-26, the Board of Directors of the Company,
at their meeting held on April 24, 2026, based on the recommendation of the Nomination and
Remuneration Committee, have approved the appointment of Ms. Neha Kejriwal (Membership No.
F12381) as the Company Secretary and Compliance Officer designated as a Key Managerial
Personnel (KMP) of the Company pursuant to the applicable provisions of the Act read with
rules made thereunder and the Listing Regulations.
- Post financial year 2025-26, pursuant to the recommendations of
Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the
Company at their meeting held on July 21, 2026, have approved the re-appointment of Mr.
Raghavendra Anant Mody (DIN: 03158072) as the Chairman & Whole Time Director of the
Company for a further period of three years with effect from October 03, 2026 to October
02, 2029 (both days inclusive) subject to the approval of members of the Company at the
ensuing 66th AGM
of the Company. The resolution for his appointment has been included in
the 66th AGM Notice of the Company for approval of members of the Company.
Your company is in full compliance of the Listing Regulations and the
Act read with rules made thereunder with regard to the composition of Board of Directors.
Retirement by Rotation and Subsequent Re-Appointment
In accordance with the provisions of Section 152(6) (c) of the Act, Mr.
Deepak Kejriwal (DIN: 07442554) is liable to retire by rotation at the Sixty-Sixth AGM of
the Company and being eligible, offers himself for re-appointment. The Board recommends
his re-appointment as Director.
Key Managerial Personnel
As on March 31, 2026, the Company has following Key Managerial
Personnel in compliance with the provisions of Section 203 of the Act.
| Mr. Raghavendra Anant Mody |
Chairman & Whole-time Director |
| Mr. Deepak Kejriwal |
Managing Director |
| Mr. Shailendra Jhalani |
Chief Financial Officer |
Declaration from the Independent Directors
The Company has, inter alia, received the following declarations from
all the Independent Directors pursuant to the provisions of Section 149 (7) of the Act,
read with the Rules made thereunder and Regulation 25(8) of the Listing Regulations
confirming that:
- they meet the criteria of independence as prescribed under Section
149 (6) of the Act read with the Rules made thereunder and Regulation 16(1) (b) of the
Listing Regulations. There has been no change in the circumstances affecting their status
as Independent Directors of the Company;
- they have complied with the Code for Independent Directors prescribed
under Schedule IV to the Act; and
- they have registered themselves with the Independent Director's
Database maintained by the Indian Institute of Corporate Affairs in terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
In the opinion of the Board, all Independent Directors possess
requisite qualifications, experience, expertise and hold highest standards of integrity
required to discharge their duties with an objective independent judgment and without any
external influence and that they are independent of the management.
Policy on Appointment and Remuneration
Pursuant to the provisions of Section 178 of the Act and the applicable
provisions of the Listing Regulations, the Company has in place a Nomination and
Remuneration Policy which lays down the criteria for appointment, qualifications, positive
attributes, independence of Directors, and the framework for
remuneration of Directors, Key Managerial Personnel ("KMP"), Senior Management
Personnel and other employees of the Company.
The Nomination and Remuneration Policy is reviewed periodically by the
Nomination and Remuneration Committee and the Board to ensure compliance with the
applicable statutory and regulatory requirements. No changes were made to the said Policy
during Financial Year 2025-26.
The Nomination & Remuneration Policy of the Company is available on
the website of the company at https://hindusthaninsulators.com/investorrelation.
aspx?mpgid=151&pgidtrail=151&catid=14 .
Board Diversity
The Company recognizes that an appropriately diverse Board is essential
for achieving sustainable growth, enhancing corporate governance standards and effectively
addressing the opportunities and challenges arising from an evolving business environment.
A diverse Board brings together a broad range of perspectives, skills, expertise, industry
experience, gender, age, educational background, cultural and geographical diversity,
thereby enabling balanced decision-making and effective oversight. The Company has adopted
a Board Diversity Policy which sets out its approach to maintaining an appropriate balance
of skills, experience, knowledge, independence, gender and other diversity attributes in
the composition of the Board. The Policy is aimed at ensuring that the Board continues to
possess the requisite competencies and diversity necessary to effectively discharge its
duties and responsibilities.
The policy is available on the website of the Company on https://hindusthaninsulators.com/investorrelation.
aspx?mpgid=151&pgidtrail=151&catid=14
Meetings of the Board
The meetings of the Board are held at regular intervals to discuss and
decide on matters of business performance, policies, strategies and other matters of
significance. The agenda of the meetings is circulated in advance, to ensure proper
planning and effective participation. In certain exigencies, decisions of the Board are
also accorded through circulation.
During the financial year 2025-26, the Board met seven times. For
further details, please refer to the report on Corporate Governance which forms a part of
this Annual Report. The quorum was present for all the meetings. The maximum interval
between any two meetings did not exceed 120 days, as prescribed in the Act, read with
rules made thereunder.
Committees of the Board
Currently, the Company has four Board level Committees: Audit
Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee,
Corporate Social Responsibility Committee .
In addition to the above statutory committees, the Board has also
constituted the Borrowing Committee and Investment & Guarantee Committee to facilitate
expeditious decisionmaking on matters delegated by the Board of Directors of the Company.
Detailed information regarding the composition of the Committees, their
terms of reference, meetings held during the financial year and attendance of members
thereat is provided in the Report on Corporate Governance, which forms an integral part of
this Annual Report.
Audit Committee
The Board has constituted an Audit Committee that performs the roles
and functions mandated under the Act and the Listing Regulations and other matters as
prescribed by the Board from time to time. During the year under review, all
recommendations of the Audit Committee were accepted by the Board.
Audit & Auditors Statutory Auditors
In terms of the provisions of Section 139 of the Act read with the
Companies (Audit & Auditors) Rules, 2014 and on the recommendation of Audit Committee
and Board of Directors, M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm
Registration No. 304153E) were re-appointed as Statutory Auditors of the Company at the
Sixty-Second AGM of the Company held on September 27, 2022, for a second term of five
consecutive years from the conclusion of Sixty-Second AGM till the conclusion of
Sixty-Seventh AGM of the Company. The Report given by M/s. K.N. Gutgutia & Co.,
Chartered Accountants, on the financial statements of the Company for the FY 2025-26 is a
part of this Annual Report.
M/s. K.N. Gutgutia & Co., Chartered Accountants, Statutory
Auditors, has issued an unmodified opinion on the financial statements of the Company.
There are no qualifications, reservations or adverse remarks or disclaimer made by the
Auditors, in their report for the financial year ended March 31, 2026. Pursuant to
provisions of the Section 143(12) of the Act, the Statutory Auditors have not reported any
instance of fraud during the year under review. The Auditors' Report, read with the
relevant notes to accounts are self-explanatory and therefore does not require further
explanation.
Cost Records and Cost Audit
In terms of provisions of Section 148 of the Act read with the
Companies (Accounts) Rules, 2014, the Company is required to maintain the Cost records and
undergo Cost Audit. As per the requirements of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts
and records. M/s. J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009)
were appointed as the Cost Auditors to conduct Cost Audit for the Financial Year 2025-26.
The Cost Audit Report for the financial year 2025-26 does not contain
any qualification, reservation, or adverse remark.
During the year under review, the Cost Auditor has not reported any
fraud under Section 143(12) of the Act.
Further, the Board of Directors of the Company at their meeting held on
July 21, 2026, based on the recommendation made by the Audit Committee, have re-appointed
M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) as Cost Auditors
to conduct the cost audit of the Company for the FY 2026-27 at a remuneration of Rs.
35000/- (Rupees Thirty Five Thousand only). M/s J.K. Kabra & Co., Cost Accountants,
being eligible, have consented to act as the Cost Auditors of the Company for the
financial year 2026-27 and have confirmed that they are not disqualified under Section 141
of the Act, to be appointed as such and that their appointment is within the limits of
Section 139 of the Act.
As per the provisions of the Act, the remuneration payable to the Cost
Auditors is required to be placed before the Members in a General Meeting for their
ratification. Accordingly, a resolution for ratification of the proposed remuneration
payable to M/s J.K. Kabra & Co., Cost Accountants, to conduct the audit of cost
records of the Company for the financial year ending March 31, 2027, shall be placed for
ratification of the members and shall form a part of the notice of the AGM.
Secretarial Auditors
In terms of Regulation 24A of the Listing Regulations and provisions of
Section 204 of the Act, read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and on the recommendation of Audit Committee and Board
of Directors, M/s. Manish K & Associates, Practicing Company Secretaries, (Firm
Registration No. P2016DE087200, were appointed as the Secretarial Auditors of the Company
at the Sixty-Fifth AGM of the Company held on September 30, 2025 for a term of five
consecutive years commencing from financial year 2025-26 till financial year 2029-30.
The Secretarial Audit Report of the Company received from M/s. Manish K
& Associates, Company Secretaries, for the financial year 2025-26 pursuant to Section
204 of the Act read with Rules made thereunder and Regulation 24A of the Listing
Regulations, forms a part of this Annual Report and is annexed as Annexure-I to the
Board's Report. The Secretarial Audit Report for the financial year 2025-26 does not
contain any qualification, reservation or adverse remark. During the year under review,
the Secretarial Auditor has not reported any instance of fraud under Section 143(12) of
the Act.
Internal Audit and Internal Financial Controls
The Company has a comprehensive framework for internal financial
controls that integrates internal audit. The internal control environment is supported by
outsourced audit team.
Each quarter, the audit committee reviews significant audit
observations together with the status of remediation actions. The Internal Auditor reports
functionally to the Audit
Committee and administratively to the Chief Financial Officer and
participates in meetings of the Audit Committee.
The Company has established and maintains an adequate and effective
system of internal financial controls commensurate with the size, scale and complexity of
its operations. The internal control framework is designed to provide reasonable assurance
regarding the safeguarding of assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, operational efficiency, compliance with
applicable laws and regulations, and the timely preparation of reliable financial
information.
The Internal Auditor conducts periodic audits to evaluate the adequacy
and effectiveness of the internal control environment, risk management processes and
governance mechanisms. The observations and recommendations arising from such audits are
reviewed by the management and periodically placed before the Audit Committee, which
monitors the implementation of corrective actions and continuous improvement measures.
The Audit Committee regularly reviews the adequacy and effectiveness of
the internal financial controls and internal audit function. Based on such reviews, the
Board is of the opinion that the Company has adequate internal financial controls and that
such controls were operating effectively during the financial year under review.
The Company continues to strengthen its internal control framework and
processes to ensure robust governance, operational efficiency and compliance with
applicable statutory and regulatory requirements.
Material Changes and Commitments
There are no material changes and commitments affecting the financial
position of the Company, which have occurred between the end of the Financial Year ended
on March 31, 2026 and as on the date of this Report.
Board Evaluation
Pursuant to the applicable provisions of the Act read with rules made
thereunder and Regulation 17 of the Listing Regulations, the Board has carried out the
evaluation of its own performance and that of its Committees as well as evaluation of
performance of the individual directors. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report attached to this Report.
Corporate Social Responsibility (CSR)
In compliance with the provisions of Section 135 of the Act, read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has in
place a Corporate Social Responsibility Policy ("CSR Policy"), which sets out
the guiding principles, governance framework and focus areas for undertaking CSR
activities. The CSR Policy has been approved by the Board of Directors and is periodically
reviewed by the CSR Committee to ensure its continued relevance and
alignment with the Company's CSR objectives and statutory requirements.
The Annual Report on CSR containing the disclosures prescribed under
the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this
Board's Report and is annexed hereto as Annexure II.
The CSR Policy is available on the website of the company at
https://hindusthaninsulators.com/ investorrelation.aspx?mpgid=151&pgidtrail=151&catid=14 .
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information required to be disclosed pursuant to Section 134(3)(m)
of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to
conservation of energy, technology absorption, foreign exchange earnings and outgo, is
provided in Annexure III to this Board's Report and forms an integral part hereof.
Vigil Mechanism and Whistle Blower Policy
Pursuant to the provisions of Section 177(9) and 177(10) of the Act,
Regulation 22 of the Listing Regulations and Regulation 9A of the SEBI (Prohibition of
Insider Trading) Regulations, 2015, the Company has established a robust Vigil Mechanism
and Whistle Blower Policy for its Directors, employees and other stakeholders to report
genuine concerns.
The Audit Committee periodically reviews the functioning and
effectiveness of the Vigil Mechanism to ensure that concerns, if any, are addressed in a
fair, transparent and timely manner.
The Whistle Blower Policy is available on the website of the company at
https://hindusthaninsulators.com/ investorrelation.aspx?mpgid=151&pgidtrail=151&catid=14
During the Financial Year 2025-26, no complaint was received under the
Vigil Mechanism/Whistle Blower Policy.
Related Party Transactions
In line with the requirements of the Act read with rules made
thereunder and the Listing Regulations, your Company has formulated a Policy on Related
Party Transactions which is also available on the Company's website at
https://hindusthaninsulators.com/ investorrelation.aspx?mpgid=151&pgidtrail=151&catid=14
All related party transactions that were entered into during the
financial year 2025-26, were on an arm's length basis and in the ordinary course of
business.
There are no material related party transactions made by the company
during the year that required shareholders' approval under Section 188 of the Act read
with the rules made thereunder.
All the Related Party Transactions and subsequent material
modifications, if any, are placed before the Audit Committee on quarterly basis for its
review and approval and are in accordance with the Policy on Related Party Transactions,
formulated by the Company. Prior omnibus approval is obtained for Related Party
Transactions on yearly basis for transactions which are of repetitive nature and/or
entered in the ordinary course of business and are at arm's length.
The details of the transactions with related parties during the
financial year 2025-26 are provided in the accompanying financial statements.
The details of contracts / arrangements / transactions with related
party as required under Section 134(3)(h) of the Act, in Form AOC-2 forms a part of this
report and is annexed as Annexure-IV to the Board's report.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company
has filed the reports on related party transactions with the Stock Exchange.
Particulars of Loans, Guarantees, Investments and Securities
Pursuant to the provisions of Section 186 of the Act, read with the
Companies (Meetings of Board and its Powers) Rules, 2014 and Para A of Schedule V of the
Listing Regulations, particulars of loans granted, guarantees provided, securities given
and investments made by the Company during the Financial Year 2025-26, are disclosed in
the Notes forming part of the Financial Statements forming part of this Annual Report.
Risk Management
Risk Management has always been an integral part of the Company. The
Company focus on a system-based approach to manage risk. The Company continues to strength
its comprehensive system to promptly identify risks, assess their materiality and take
measures to minimize their likelihood and losses.
Accordingly, raw material pricing risks, commodity risks and currency
fluctuation risk are effectively managed by proficient and capable team. It also has
appropriate checks and balances in place and aims to minimize the adverse impact of these
risks on its operations.
The Internal Audit Reports are reviewed by the Audit Committee.
Prevention of Sexual Harassment at Workplace
Pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, your Company has constituted Internal Complaints
Committee to redress the complaints of sexual harassment and has a policy and framework
for employees to report sexual harassment cases at workplace. During the year under
review, no complaint/ case was received or pending for redressal.
Compliance with Applicable Provisions of Maternity Benefits Act, 1961
The Company has duly complied with the provisions relating to Maternity
Benefits Act, 1961, and the rules framed thereunder for the year ended March 31, 2026.
Transfer of Unpaid and Unclaimed Amount to Investor Education and
Protection Fund
Pursuant to the provisions of Section 124(5) of the Act, read with the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which
remains unpaid or unclaimed for a period of seven years from the date of their transfer to
the unpaid dividend account are required to be transferred by the Company to the
"IEPF", established by the Central Government.
Further, pursuant to the provisions of Section 124(6) of the Act read
with the Rules and subsequent amendments thereto, all the shares in respect of which
dividend has remained unclaimed/unpaid for seven consecutive years or more shall also be
transferred in favour of the Demat account of IEPF Authority.
During the year under review, the Company has transferred unpaid and
unclaimed dividends of Rs. 15,686/- for the financial year 2017-18 to the IEPF Authority
and 2,405 corresponding equity shares of Rs. 10/- each (post sub- division/split, these
shares become 12,025 equity shares of Rs. 2/- each) on which dividends were unclaimed for
seven consecutive years were transferred to the Demat Account of IEPF Authority as per
requirements of the IEPF Rules.
Details of shares/shareholders in respect of which dividend has not
been claimed, are provided on our website and can be accessed at
https://hindusthaninsulators.com/ investorrelation.aspx?mpgid=151&pgidtrail=151&catid=16 .
The shareholders are therefore encouraged to verify their records and claim their
dividends from the IEPF Authority.
Compliance with Secretarial Standards of Institute of Company
Secretaries of India
The Company is in compliance with the applicable provisions of
Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial
Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of
India.
Annual Return
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return of the Company as on March 31, 2026, in the prescribed form
is available on the website of the Company at
https://hindusthaninsulators.com/ investorrelation.aspx?mpgid=151&pgidtrail=151&catid=32
Particulars of Employees and Related Disclosures
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of the Act, read
with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed to this report as Annexure-V. A statement containing,
inter alia, the names of top ten employees in terms of remuneration drawn is provided as
part of the Annexure.
In accordance with the provisions of Section 197 (12) of the Act read
with Rules 5 (2) and 5 (3) of the Rules, a statement showing the names and other
particulars of Employees drawing remuneration in excess of the limits set out in the
aforesaid Rules forms part of this Report. However, in line with the provisions of section
136 (1) of this Act, the Annual Reports and Accounts are being sent to the members of the
Company excluding the said Annexure. The said information is available for inspection
through electronic mode. Any member who is interested in obtaining these particulars may
write at investors@hindusthan.co.in .
Other Disclosures
- During the financial year under review, by the approval of the Board
of Directors, at their meeting held on December 29, 2025 and the Members of the Company,
through Postal Ballot dated February 05,2026, and upon receipt of the requisite approvals
from the Registrar of Companies, Ministry of Corporate Affairs, the name of the Company
has been changed from "Hindusthan Urban Infrastructure Limited" to
"Hindusthan Insulators & Industries Limited". Consequent upon the issuance
of a fresh Certificate of Incorporation by the Registrar of Companies, the new name has
become effective from February 13, 2026. The change in name is reflective of the Company's
evolving business focus and strategic direction, while there has been no change in the
legal status or constitution of the Company.
No Disclosure or Reporting is made with Respect to the following items,
as there were no transactions during FY 2025-26:
- The issue of equity shares with differential rights as to dividend,
voting or otherwise;
- Issue of equity shares (including sweat equity shares) or stock
options to employees of the Company under any scheme;
- In terms of the provisions of Section 73 of the Act read with the
relevant Rules made thereunder, the Company had no opening or closing balances and also
has not accepted any deposits during the financial year under review and as such, no
amount of principal or interest was outstanding as on March 31, 2026;
- There were no fraud under Section 143 (12) of the Act reported by the
Auditors to the Audit Committee or the Board or Central Government;
- The Company did not have any scheme or provision of money for the
purchase of its own shares by employees or by trustees for the benefits of employees;
- There were no proceedings pending under the Insolvency and Bankruptcy
Code, 2016;
- There was no instance of one-time settlement with any Bank or
Financial Institution;
- Executive Directors of the Company have not received any remuneration
or commission from any of its subsidiaries;
- There were no revision in the financial statements;
- There are no significant or material orders passed by the regulators
or courts or tribunals which impact the going concern status of the Company and its
operations in future;
- The Company has not made any downstream investments during the year
under review;
- There was no instance wherein the Company failed to implement any
corporate action within the statutory time limit; and
- The Company has not made any political party contribution under
section 182 of the Act.
Acknowledgement
Your Directors wish to place on record their sincere appreciation and
gratitude for the continued support, cooperation and guidance received from the Central
and State Governments, regulatory authorities, financial institutions, banks, customers,
vendors, business associates and other stakeholders during the financial year under
review. The Board also expresses its appreciation to the shareholders for their continued
confidence and trust in the Company.
The Directors further recognize and appreciate the unwavering support
and guidance provided by the Company's stakeholders and look forward to their continued
cooperation in the years ahead as the Company strives to achieve sustainable growth and
create long-term value for all its stakeholders.
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