The Board of Directors presents herewith the 62ndAnnual Report of your
Company along with the Audited Statement of Accounts for the financial year 2022-23.
1. FINANCIAL RESULTS
The financial results for the year ended 31.03.2023 with the
comparative figures of company's operations for the previous year is as under:
Particulars |
2022-23 |
2021-22 |
Revenue from operations |
63,143.56 |
43,367.39 |
Other Income |
1,154.60 |
3,142.73 |
Total |
64,298.16 |
46,510.12 |
Expenditure |
69,320.57 |
49,128.94 |
Profit/ (loss) before exceptional item & Tax |
(5,022.41) |
(2,618.82) |
Less: Exceptional items |
- |
- |
Profit /(Loss) before Tax |
(5,022.41) |
(2,618.82) |
Less: Provision of Tax |
- |
- |
Profit/(Loss) after Tax |
(5,022.41) |
(2,618.82) |
Other Comprehensive Income for the year, net of tax |
782.78 |
1,602.93 |
Total Comprehensive Income for the year |
(4,239.63 |
(1,015.89) |
Company has not transferred any amount to reserves due to continuous
losses.
3. MEMORANDUM OF UNDERSTANDING WITH GOVERNMENT OF INDIA
Company has been entering into a Memorandum of Understanding (MOU) with
the Ministry of Chemicals & Fertilizers, Government of India, setting the performance
parameters and targets every year. Company secured "Good" rating for the year
2022-23.
4. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013 ("the
Act") and IND AS 110 Consolidated Financial Statement, the audited consolidated
financial statement for the period ending 31.03.2023 is provided in the Annual Report.
5. DIVIDEND
In view of the loss incurred during the current year, the Board of
Directors do not recommend any Dividend for the year under review.
6. CHANGE IN NATURE OF BUSINESS IF ANY
Consequent to the decision of the Govt. of India for closure of
Subsidiary Company Hindustan
Fluorocarbons Ltd., an amount of Rs.75.87 crore has been released to
the subsidiary company as interest free loan from Govt. of India to meet the expenses
related to VRS/VSS to employees and settling dues to Bank and other liabilities.
7. SHARES
The Authorized Share Capital of the company is Rs.3700000000 and the
paid-up capital of the company is Rs.3371731000. The company's shares are listed in
BSE (Scrip ID:500449). During the period under review, the company has not: (i) bought
back any of its securities (ii) issued any sweat equity shares (iii) issued any bonus
shares (iv) provided any stock option scheme to employees.
8. FINANCIAL HIGHLIGHTS
During the year 2022-23, the company has achieved a Gross Income of
Rs.642.98 crore registering an increase of 6.42 % as against the Previous Year Gross
Income of Rs.465.10 Crore.
9. NUMBER OF MEETINGS OF BOARD (including the dates of Board and
committee meetings indicating the number of meetings attended by each director in every
financial year)
During the year the Board Meetings were held on the following dates:
26th May, 2022, 4th August, 2022, 9th November, 2022 and 31st January, 2023. During the
year the Committee Meetings were held on the following dates:
Audit Committee meeting 26th May, 2022, 4th August, 2022, 9th November,
2022 and 31st January, 2023.
Stakeholders Relationship Committee Meeting 9th November, 2022
Nomination & Remuneration Committee meeting 29th March, 2023
Other details are furnished in the Corporate Governance Report provided
asAnnexure I to this
Report.
10. EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 of the Companies Act 2013,
read with Rule 12 of the Companies(Management and Administration) Rules, 2014 an extract
of the Annual Return as at March 31, 2023 is available at www.hoclindia.com/annual-return
11. SUBSIDIARY COMPANY
Your company has one (1) subsidiary company namely; Hindustan
Fluorocarbons Limited
[HFL]. Ministry of Chemicals and Fertilizers, Department of Chemicals
& Petrochemicals vide No. P. 51015/06/2019-Ch. III dated 29th January, 2020 informed
the decision of Cabinet Committee on Economic Affairs, directing closure of HFL, which was
approved by the shareholders on 30th March, 2020. Pursuant to Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements of subsidiary company in FormAOC-1
is attached as Annexure II to the Board's Report.
12. RELATED PARTY TRANSACTIONS
All the Related Party Transactions that were entered into during the
financial year were on arm's length basis and were in ordinary course of business.
There were no materially significant transactions with Related Parties during the
financial year 2022-2023 which were in conflict with the interest of the Company. Suitable
disclosures as required under IND AS-24 have been made in Note No.38 of the Notes to the
Standalone Financial Statements.
Particulars of contract/arrangements/transactions made with related
parties, pursuant to Section 188(1) of the Companies Act, 2013 in the prescribed form
AOC-2 is appended as Annexure IIIwhich forms part of this report.
13. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The details in this regard forms part of Corporate Governance Report as
Annexure IV to the
Board's Report.
14. CORPORATE GOVERNANCE
Due to non-availability of One (1) Independent Women Director for the
substantial period of FY
2022-23, there has been non-compliance to that extent with various
requirements of Corporate Governance under the provisions of Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and various Rules/
Regulations made there under. The details in this regard forms part of Corporate
Governance report to the Annual
Report. Therequisitecertificatefrom the practicing company secretaries
confirming with the conditions of Corporate Governance is attached to the report on
Corporate Governance.
15. COMPLIANCE OF CORPORATE GOVERNANCE GUIDELINES ISSUED BY DEPARTMENT
OF PUBLIC ENTERPRISES
Department of Public Enterprises [DPE], Government of India, has laid
down certain parameters for the purpose of grading the CPSEs on the basis of their
compliance with guidelines on
Corporate Governance and this report needs to be submitted to the
Ministry of Chemicals &
Fertilizers, Government of India on Quarterly basis. Company has been
complying with the Guidelines on Corporate Governance for CPSEs laid down by DPE and
regularly submits reports to the Ministry of Chemicals & fertilizers, Government of
India. Applicable grade of 4thQuater/year ended 31.03.2023 is
"Excellent".Therequisitecertificatefrom the practicing company secretaries
confirming with the conditions of DPE Corporate Governance guidelines is attached to the
report on Corporate Governance.
16. MANNER IN WHICH FORMAL ANNUAL EVALUATION OF PERFORMANCE OF BOARD,
ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN CARRIED OUT:
The provisions of Section 134 (3)(p) of the Act shall not apply to a
Government Company in case the Directors are evaluated by the Ministry, which is
administratively in charge of the Company as per its own evaluation methodology. HOCL,
being a Government Company, the performance evaluation of the Directors is carried out by
the Administrative Ministry (MoC&F), Government of India, as per applicable Government
guidelines.
17. KEY MANAGERIAL PERSONNEL:
The following are Key Managerial Personnel of the Company:
a) Shri Sajeev B - Chairman & Managing Director[DIN: 09344438]
b) Shri Yogendra Prasad Shukla-CFO & Director (Finance)[DIN:
09674122]
c) Shri Subramonian H - Company Secretary & Compliance
Officer[ACS:28380]
18. DETAILS OF DIRECTORS AND/OR KMP'S WHO HAVE BEEN APPOINTED OR
RESIGNED DURING THE YEAR:
i. As per Govt. of India, Ministry of Chemicals & Fertilizers,
Department of Chemicals & Petrochemicals Order No.P-51011/2/2020-CHEM.III-CPC dated
22-06-2022., Shri Yogendra Prasad Shukla was appointed as Director (Finance) of HOCL for a
period of five years w.e.f date of his assumption of charge of the post or till date of
his superannuation or until further orders whichever is the earliest.Accordingly, Director
(Finance) assumed charge with effect from 4th July, 2022.
ii. As per Govt. of India, Ministry of Chemicals & Fertilizers,
Department of Chemicals & Petrochemicals OM.No.P-51015/12/2014-CHEM.III-CPC dated
14-10-2022, Shri Sanjay Pandey, Joint Secretary and Financial Advisor, Ministry of Social
Justice and Empowerment, Additional Charge JS&FA, Ministry of Chemicals &
Fertilizers was appointed as Government Nominee Director of HOCL in place of Shri Satendra
Singhwho has been appointed as Additional Secretary, Cabinet Secretariat.
iii. As per Govt. of India, Ministry of Chemicals & Fertilizers,
Department of Chemicals & Petrochemicals OM No..P-51015/12/2014-CHEM.III-CPC dated
13-12-2022., Shri Sanjay Rastogi was nominated as Government Nominee of HOCL in place of
Shri Sanjay Pandey.
19. PARTICULARS OF EMPLOYEES
Information regarding particulars of employees drawing remuneration in
excess of the limit specified under Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not applicable as none of the employees of the Company has drawn
remuneration in excess of the stipulated limit, during the year under review.
20. COMPOSITION OF AUDIT COMMITTEE (AC) AND NON-ACCEPTANCE OF ANY
RECOMMENDATIONS OF AC (only for publicand listed companies).
During the FY 2022-23, all the recommendations of the Audit Committee
were accepted by Board of Directors.
As on 31st March, 2023 Audit Committee has 3 members in compliance with
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details of Composition, meetings of Audit Committee/Sub-Committee are provided in
Corporate Governance Report in Annexure IV to this Report.
21. COMMITTEES OF THE BOARD
The Company's Board has the following Committees: i. Audit
Committee ii. Nomination and Remuneration Committee iii. Stakeholder Relationship
Committee iv. Corporate Social Responsibility Committee (CSR)
22. SECRETARIAL STANDARDS
The Company complies with all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.
23. DIRECTOR'S RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the Indian
Accounting Standards (IND AS), the provisions of Companies Act, 2013 and guidelines issued
by SEBI. The IND AS are prescribed under Section 133 of Companies Act, 2013 read with Rule
3 of the Companies at Tc (Indian Accounting Standards) Rules, 2015 and relevant
amendments, rules issued thereafter. Your Directors make the following statement in terms
of Section 134(5) of the Companies Act, 2013
i. That in the preparation of the annual accounts for the year ended
31st March, 2023; the applicable accounting standards had been followed along with proper
explanation relating to material departures.
ii. That such accounting policies as mentioned in the Notes on Accounts
had been applied consistently and made judgments and estimates that are reasonable and
prudent, so as to give affairsof the Company as at thetrueand view thestate
financial year ended 31st March, 2023 and the profit or loss of the Company for that
period.
iii. That proper and sufficient accounting records in accordance with
the provisions of this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
iv. That the annual accounts for the year ended 31st March, 2023 had
been prepared on a going concern basis.
v. Directors have laid down internal financial controls to be followed
by the company and such internal financial controls are adequate and are
operatingeffectively and vi. That the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
24. INDEPENDENT DIRECTORS DECLARATION
The Company has received necessary declaration from each of the
Independent Directors that he meets the criteria of independence laid down under section
149 (6) of the Companies Act, 2013 and listing regulations.
25. DISCLOSURE ON REAPPOINTMENT OF INDEPENDENT DIRECTORS
No reappointment of Independent Directors was made during the year
under review. (FY 2022-2023).
26. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF DIRECTORS ETC.
As per notification dated 5th June, 2015 issued by Ministry of
Corporate Affairs, provision of section 134(3) (e) of the Companies Act, 2013 regarding
disclosure of its policy on Director's appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director
and other matter provided under sub- section (3) of section 178 of the Companies Act, 2013
are not applicable to a Government company.
Company being a CPSE, appointments of all the Directors on the Board of
the Company are made by the Govt. of India/President of India and under the
supervision,control and directions of the Department of Chemicals & Petrochemicals and
the prescribed DPE Guidelines are being followed. The Terms and Conditions of appointment
of Independent Directors and other directors, are as per the Government Orders are
disclosed on the Company's website.
27. RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION
AND OTHER PRESCRIBED ELABORATE DISCLOSURES AND DETAILS:
The provisions of Section 134 (3)(e) of the Act are not applicable to a
Government Company.
Consequently, details on Company's policy on Directors'
appointment and other matters are not provided under Section 178 (3) of the Act.
Similarly, Section 197 of the Act shall not apply to a Government Company. Consequently,
disclosure of the ratio of the remuneration of each Director to the median employee's
remuneration and other such details including the statement showing the names and other
particulars of every employee of the Company, who if employed throughout / part of the
financial year, was in receipt of remuneration in excess of the limits set out in the
Rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1) / (2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The
Chairman & Managing Director and the Whole-time Directors of the Company did not
receive any remuneration or commission from any of its Subsidiaries. HOCL, being a
Government Company, its Directors are appointed / nominated by the Government of India as
per the Government / DPE Guidelines which also include fixation of pay criteria for
determining qualifications and other matters.
28. AUDITORS
a) Statutory Auditors
M/s. Balan & Co, Chartered Accountants, was appointed as Statutory
Auditors of your Company for Corporate Office and Kochi Unit for FY 2022-2023 by C&AG.
The auditors have furnished a declaration confirming their independence as well as their
arm's length relationship with the Company as well as declaring that they have not
taken up any prohibited non-audit assignments for the Company. The Audit Committee reviews
the independence and objectivity of the Auditors and the effectiveness of the audit
process. The auditors attend the Annual General Meeting of the Company.
The Auditors in their report for the year have not reported any
instances of fraud committed by the officers/employees of the company
b) Cost Auditors The Board of Directors had appointed R.M Bansal &
Co., Cost Accountants, Kanpur safnamMrwa 61-A, Malliyidom, Thiruvanathapuram having
branchoffice - 695009 as Cost Auditors of your Company for FY 2022-2023. In the 61st
AGM held on 29th September, 2023 the members have ratified the remuneration payable to the
Cost Auditors.
c) Internal Auditors
M/s. Isaac & Suresh, Chartered Accountants were re-appointed as
Internal Auditor of your Company for Corporate office and Kochi unit for FY 2022-2023.
d) CAG Auditors Supplementary Audit is conducted by Principal Director
of Audit (Shipping), Mumbai.
CAG vide letter dated 8th August, 2023 issued Non-Review Report for
Standalone and Consolidated financial statements for the year ended 30th March, 2023. had
been taken for the maintenance of adequate
e) Secretarial Auditors The Board of Directors had appointed D. S.
Momaya & Co., Practising Company Secretaries to conduct Secretarial Audit for the FY
2022-2023. The Secretarial Audit Report for the Financial Year ended 31st March, 2023 is
annexed to this Report as and complied with Section 204 of Companies Act and Regulation
24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The
Company has also obtained Annual Secretarial Compliance Report form the PCS D. S.
Momaya& Co. for the year 2022-23 under Regulation 24A of Listing Regulation. The
observations in the Secretarial Audit report and the management response thereof are given
below;
Sl No. Observation |
Management Response |
1. The Board Directors of the Company was not duly
constituted for the FY 2022-23, due to vacancy of One (1) Independent Women Director on
Company's Board. |
of HOCL is a CPSE (Central PSU/PSE) under the administrative
control of the Ministry of Chemicals & Fertilizers (MoC&F), Dept. of Chemicals and
Petro Chemicals (DCPC), Government of India. Hence, the MoC&F is the administrative
ministry and as per Company's Articles of Association (AOA), the powers to appoint
the Board of Directors of HOCL company vest with the GOI/ Administrative Ministry.
Presently, there is vacancy of one (1) Independent Women Director in HOCL. In order to
fill the vacancy, Company vide letter dated 16th June, 2022 and 13th September, 2022 and
e-mail dated 10th January, 2023 and again on 15th June, 2023 requested the Administrative
Ministry to appoint one (1) Women Independent Director on HOCL Board. Company is awaiting
necessary orders from the ministry in this regard. |
2. The Company, during the period under review, has
maintained Structured Digital Database (herein after referred to as "SDD" or the
"Database") but as required under Regulation 3(5) & 3(6) of PIT with respect
to the time stamping, audit trails and non-tampering of the data could not be established. |
In HOCL, financial results are identified as UPSI.
Accordingly, the department concerned is informed about the compliance requirement as per
SEBI (Prohibition of Insider Trading) Regulations, 2015. |
|
In compliance of Reg 3(5), Company is maintaining SDD and
have recorded necessary details stipulated in the Reg 3(5) and the digital signature of
Company secretary is affixed to record time stamp and to avoid any non tampering of data. |
|
Once the UPSI is shared, recorded in the database and
finalized, digital signature is affixed by the Company Regulations, 2015 Secretary which
contains the system generated date and time. After completion of entry is made in the SDD
and DSC is affixed, data cannot be tampered. Digital signature serves the purpose of both
Time Stamping and Audit Trail to prevent any unauthorized modifications. Accordingly,
mechanism is in place to ensure records in the database is not editable after affixing the
DSC in database.The access to such database is strictly with the Company Secretary and
very limited access to such database is permitted. |
|
Further, SEBI PIT Regulations is silent about the procedure
on how such database has to be maintained and it is the discretion of the Company for
handling and maintenance of such database. Accordingly, no software is maintained by the
company for recording SDD. |
30 . Details of vigilance cases for the Financial Year 2022-23
Opening balance as on |
Vigilance cases received off
during Disposed |
Balance |
01.04.2022 |
01.04.2022 to 31.03.2023 |
|
|
NIL |
0 |
0 |
NIL |
31. Status of pending CAG Paras and Management Replies
Name of the Audit Para |
Brief of the para |
Reporting status |
Para No.2.1 of C&AG Report No.13 of 2014 |
Irregularities in the transfer of autonomous management of
HOCL school to Mahatma Education Society and unauthorized favors to Mahatma Education
Society for expanding its activities and also failed to recover lease rent of Rs.6.54
crore. |
HOCL has entered into an agreement on 16.10.2006 to lease the
infrastructure facilities to Mahatma Education Society(MES) for managing the school for a
period of 30 years. The management of MES in order to start professional courses has
constructed new buildings and facilities in the premises in contravention of the terms of
agreement. The Company has sent a notice for termination as per the terms of the agreement
with MES. MES has filed a petition challenging the termination notice in the Dist.
Magistrates Court Alibag. MES has filed petition in the Bombay High Court for appointment
of Arbitrator in the dispute between HOCL and MES. The District Court has granted stay
pending the final disposal of the Arbitration petition of MES. Company has filed a
petition to vacate the stay granted by the District Court in the Bombay High Court. At
present, the petitions are pending before the Hon'ble Bombay High court to be heard. |
32. SAFETY, HEALTH AND ENVIRONMENT
In the areas of Health, Hygiene and Environment, the company has
undertaken periodic medical examination, as well as statutory requirements of fitness
check-up were carried out during the year 2022 forour employees. Audiometry tests were
carried out for those who are exposed with Noise and Autotoxicity tests were carried out
for the Benzene handlers apart from other statutory regular check-ups.
Periodic awareness session on Hygiene, Healthy living, Covid
precautions and guidelines were imparted.
In our commitment to Environment, we have ensured that the level of
pollutants from the Factory and nearby surroundings was much below the permissible levels.
As part of protecting the environment, awareness sessions,
competitions, Swachh Bharat activities, promoting employees for vegetable cultivation
under a "Green Mission", Beautification of the plant premises involving the
entire employees of the organization were carried out. Online Effluent Monitoring and
stack monitoring system is implemented to comply withthe Central Pollution Control Board
regulations. Periodic inspections and safety walk were carried out by the Safety Committee
members in addition to the daily patrolling of Fire crew as a continual improvement
HOCL is an IMS (Integrated Management System) certified organisation
comprising of Quality Management System (ISO-9001), Environment Management System
(ISO-14001) and Occupational Health and Safety Management System (ISO 45001). Company is
also certified for Energy Management System (ISO-50001).
The Company has implemented severalnew measures to improve the safety
culture in addition to the normal systems and procedures.
1. HSE suggestion scheme
A new initiative which aims to encourage the employees to put forward
their creative and potential ideas that could lead to considerable improvements in Safety,
Reduction in wastages, Health of employees, protecting the flora and fauna or the natural
resources through operational controls and Best practices. Also, to acquire inputs on HSE
where others wise we wouldn't receive.
2. Pre-Start-up Safety Review (PSSR)
PSSRs are built to avoid workplace incidents and resultant equipment
damage or employee harm. It is a safety checklist covering check points related to
electrical, mechanical, instrumentation, fire & safety, production and utility
departments. PSSR is carried out for the following types of start-ups a. New equipment b.
Modified existing equipment c. Process changes d. Major turnaround (28 days and above)
3. Portable Appliance Testing (PAT)
PAT is the process of checking electrical appliances for safety through
a series of visual inspections and electronic tests. This is the best way of ensuring that
appliances are safe to operate.
Our Quality Control Department introduced PAT system on electrical
equipment before taking it in a stream of analysis. Electrical Department or Shift In
charge (QC) will carry out Portable Appliance Test and marked 'TESTED
OK'' with date on the equipment
4. Behavioural Based Safety (BBS)
Psychology is the study of human behaviour, and individual behaviour is
a recognised impediment to upholding high standards of health and safety. Many people know
what they are doing is incorrect, but they still choose to do it anyway. Other people make
mistakes unintentionally, and those people can be instructed in behavioural safety. In
order to prevent and control human behaviour and prevent accidents, behaviour-based safety
program has gained importance.
The company has its own online work permit system integrating 6
separate work permits viz, Hot work, Cold work, Confined space entry, Work at height,
Excavation and Radiography. HOCL has developed benchmark in Accident /incident
investigation through a 29-point accident investigation checklist. The company has
implemented Near Miss reporting system whereby employees can report any unsafe
acts/conditions and corrective actions shall be taken after a review to prevent accidents.
Refresher training sessions on Fire and safety were imparted to the
employees. Additional safety training for truck drivers were given for creating a safety
culture in driving. Awareness programs related to Fire & Safety were conducted for
nearby public in association with the Department of Factories and Boilers, Govt of Kerala.
Fire Safety awareness and practical training imparted to nearby school students to
inculcate a safety culture in the young minds.Also, provided Fire Extinguishers for the
School building. Various competitions were organized for creating more awareness on safety
among employees, observed National Safety day,National fire service week, Road safety week
etc.
Awareness sessions on Healthy food habits were conducted and the campus
has been declared as "Eat Right Campus" by FSSAI. A Bio gas plant is
commissioned in the canteen for treating food waste as part of Cleanliness Mission and
Swachhta action by Govt. of India. Many initiatives have been taken in reducing food
waste, Cooking Oil, safe disposal of used cooking oil through authorised agencies.
HOCL bagged "First Prize in Kerala State Industrial Safety Award
2022" from the Department of Factories and Boilers, Government of Kerala and received
"SurakshaPuraskar Award 2022" for the 4th consecutive year from M/s. National
Safety Council, Kochi Chapter. Our employees have participated in the State level
competitions conducted by M/s. National Safety Council,Kerala Chapter held in connection
with National Safety day and won prizes.The company has achieved 797392 safe man hours for
the year 2022 with no lost time accidents in the organization.
33. RESERVATION AND OTHER WELFARE MEASURES FOR SCHEDULED CASTES/
SCHEDULED TRIBES/ OTHER BACKWARD CLASSES AND PERSONS WITH DISABILITIES.
All guidelines laid down in respect of Reservation and other welfare
measures for Scheduled castes/Scheduled Tribes/Other Backward Classes are complied with.
The provisions for special arrangement for Persons with Disabilities at work place have
been complied with.
Representation of SC, ST and Women in employment position as on
31.03.2023
Category |
Total |
SC |
ST |
WOMEN |
A |
76 |
8 |
5 |
6 |
B |
22 |
5 |
3 |
- |
C |
75 |
13 |
2 |
8 |
D |
10 |
1 |
- |
- |
Total |
183 |
27 |
10 |
14 |
34. IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY.
During the year under report, the company continued its efforts to
promote Hindi as Language in its day to day official activities. 09 Hindi workshops were
conducted during year including a special session on Annual Programme 2022-23 on Official
language HOD's and Senior Officers of Corporate office and Kochi. Hindi week and
Hindi were organized at Corporate office th 21st September and 14th- 29 and th September
respectively. Our officers attended second All India Rajbhasha Seminar organized by Dept
of OL, Ministry of Home Affairs at Surat, Gujrat on 14 & 15 September 2022. During
Hindi Week/Fortnight celebrations, various competitions were also organized and large
number of employees participated. Our company received Third prize for best implementation
of OL Policy from Hon' Minister of Chemicals and Fertilizers. HOCL, Kochi Unit also
bagged First prize for the best implementation of OL policy by Town official language
Implementation Committee (TOLIC). Our Corporate and Kochi Unit were inspected by the First
sub-committee of the Parliamentary Committee on Official Language at Mumbai and Kochi on
11.07.2022 15.10.2022 respectively. Our both offices were actively participated in
conducted by TOLIC (PSU). One Day OL seminar for exclusively Hindi Staff (Central Govt and
PSU) of Kochi was conducted on 15 November 2022 in our office premises Our officers were
attended various OL seminars organized by FACT, HPCL, Cochin Shipyard, Kochi TOLIC (PSU)
and Kochi TOLIC (Bank) attended Regional Joint Conference on Official Language conducted
by Dept of OL at Thiruvananthapuram. Hindi Quiz competition organized in our office during
Joint Hindi celebration of Kochi TOLIC(PSU). To make awareness among students the
importance of Hindi, celebrated World Hindi Day on 10th January 2023 at Govt Girls HSS,
Tripunitura, Ernakulam. An e-magazine "Pahachan" was published by the company
during the period. All documents under section 3(3) of OL Act 1963 were issued both in
Hindi and English. The Website of the company is available both in Hindi and English.
Various promotional schemeincludingincentivesforbetterimplementationofOfficialLanguage has
been adopted by our organization.
35. CITIZEN'S CHARTER, PUBLIC GRIEVANCE REDRESSAL (PG), CUSTOMER
CARE
SYSTEM (CCS) & RIGHT TO INFORMATION (RTI)
In line with the provisions of RTI Act 2005 to promote transparency and
accountability, our organisation has taken efforts to handle the Right to Information
sought for. Company has laid down procedure to provide information through Public
Information Officer/CPIO and Appellate
Authority.
RTI applications-Summary
The number of RTI applications received and disposed off during the
year 2022-23 is below:
Total number of RTI applications received during the year
2022-23 |
48 |
Applications rejected during the year 2022-23, if any |
0 |
Information submitted during the year 2022-23 |
45 |
Pending to reply as on 31.03.2023 |
3* |
36. MICRO & SMALL ENTERPRISES
All efforts have been taken to comply with the Government Directive to
procure items specified for procurement from MSMEs. Necessary procedures have been made in
all tenders re-stating the eligibility of MSMEs so as to participate in tenders. We have
removed the restricted clauses in the tender conditions and modified the same which will
help in greater participation of MSMEs and especially SC/ST MSMEs in the procurement
processes. Company has modified the purchase policy also to comply with the directions.
HOCLalwaystakesefforts fulfillthe requirements. Our 95% of the
purchases by value are to petroleum products (LPG, Benzene, Furnace Oil, Hydrogen which
are our raw materials.) supplied by M/S. BPCL through pipeline transfer. These items are
not manufactured by MSME's and not available in GeM portal.
37. SOCIAL, ENVIRONMENTAL AND ECONOMIC RESPONSIBILITIES AND BUSINESS
RESPONSIBILITY REPORT
SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015
with regard to disclosure of Business Responsibility Report is not applicable to your
company. However, Hindustan Organic Chemicals Limited has adopted and realizes the
benefits of Management Principles into daily activities to achieve the goals of the
organization. These Management Principles will provide a foundation to continually improve
upon the Organization's performance.
The organization believes the following principles to align with the
business processes.
1. Customer focus
2. Leadership
3. Utilization of resources with improved information flow within the
organization
4. Process approach; &its Continual improvement,
5. Risk & opportunity and real time decisions
6. Developing internal resources & maintaining better human
relations at work.
We have adopted the "Process Approach" into daily operations
including the PDCA Cycle. We have considered the utilization of Risk-Based Thinking when
developing, implementing, and improving the effectiveness in most of our Management
System. This approach enables Hindustan Organic Chemicals Limited to enhance the overall
performance of the Organization by effectively controlling the interrelationships and the
interdependencies among the processes. units on 14 The understanding and consistency with
achieving customer specific requirements;
The consideration of our processes in terms of added value;
The achievement of effective process performance;
Improvement of our processes based on real time data and information.
and implement various actions to address risks and opportunities to Wealsoeffectively
maximize the outcomes including, but not limited to achieving improved results and
preventing negative effects of our products, Operations, services. programmes Our
businesses provide goods and services that are safe and contribute to sustainability
throughout their life cycle and to promote the wellbeing of all employees, respect the of
TOLIC's interests of the stake holders, responsive towards all stake holders,
especially those who are disadvantaged, vulnerable and marginalized. Our businesses
respect, protect, and make efforts to restore the environment in a safe and better manner
by complying with the relevant
Statutory regulations. Our businesses also support and provide value to
their customers and consumers in a responsible manner.
38. DETAILS OF CSR POLICY AND ITS IMPLEMENTATION DURING THE YEAR
Company since its inception is very much aware about its social
responsibility. For over five decades, as a socially responsible and sensitive corporate,
your Company continues to remain committed to social thought and action to serve society
through providing basic civic amenities to the neighbouring villages, rendering assistance
in different forms.
As the average of three immediately preceding financial year is net
loss, your Company is not required to carry out any CSR activities during the year under
review. However, Company has recognized its social obligations and extended the following
during the year 2022-23.
Continued drinking water supply to nearby local residents.
Extended vocational training facilities to the students of
Engineering/Science/Management colleges for imparting practical knowledge.
Advanced training imparted to students who have completed their
graduation in various disciplines to equip them to take up jobs in industries.
Factory visits are permitted for the students undergoing courses
relevant to Chemical/ petrochemical industry to provide them a First-hand knowledge of the
industry
Engaged professional students of CS/CMA who have completed intermediate
level as trainees for imparting practical knowledge.
Installed 3 Nos. of Napkin Incinerators at Factory and Township
Other activities.
SWACHH BHARAT ABHIYAN
Conducted various activities in connection with the SwachhtaPakhwada
2022. Cleanliness drives were conducted outside the Company also. A Cleanliness drive was
conducted by HOCL employees at a nearby Government School (Govt. UP School, Puttumanoor).
"A Safety awareness class for the students and parents" were also conducted and
donated DCP Fire Extinguishers to the School.
Circulars issued to avoid single use plastic items and declared as
"Plastic free zone". Swachhta activities were conducted by different departments
from 01.09.2022 onwards. Segregation and weeding out of old records, enlisting and keeping
the same is still going on.
Awareness session conducted by the Company Medical Officer on Better
Hygiene to the House keeping staff, Security personnel etc.
Various Competitions (in English/ Hindi/ Malayalam) were organized for
the employees, apprentices/trainees &High School and College going students.
Swachhta cleaning activities done at Township with participation of
wards, residents, employees and contract workers.
The Food Safety and Standards Authority of India (FSSAI) has selected
HOCL as EatRight Campus as part of the Eat Right initiative by the Government of India.
AZADI KA AMRIT MAHOTSAV
As part of Azadi Ka Amrit Mahotsav conducted various cleaning
activities in our premises, Stickers prepared on Azadi Ka Amrit Mahotsav and pasted in all
official correspondences. Celebrations are organized/planned with various activities till
August 2023.
Visited the residence and Honoured one the legendary freedom fighters
Padmashree V P AppukkuttaPothuval, Indian Independence Activist and Gandhian Social
Activist from Kerala.
Under the aegis of "Har GharTiranga" distributed Indian
National Flag to all employees, local residents, nearby Residents Association etc.
Independence Day arranged a plant visit and an interactive session with
the CMDfor the HOC family members.
INTERNATIONAL YOGA DAY
Yoga Day was celebrated on 21st June 2022, Common Yoga protocols were
widely circulated for the information of all employees through our portal and social
media.Employees have participated in the live session of Yoga from 7.00 AM to 7.50 AM
along with Live streaming of the Yoga by the Hon'ble Prime Minister.
39. INDUSTRIAL RELATIONS:
The overall Industrial Relation situation continues to be peaceful and
cordial during the year
2022-23. There was no strike or lockout during the year.
40. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There are no loans, guarantees, or investments made by the company
under Section 186 of the Companies Act 2013 during the year under review and hence said
provisions are not applicable.
Consequent to the decision of the Govt. of India for closure of
Subsidiary Company Hindustan
Fluorocarbons Ltd., an amount of Rs.75.87 crore has been released as
loan from Govt. of India to meet the expenses related to VRS/VSS to employees and settling
dues to Bank and other liabilities.
41. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND PRACTISING COMPANY SECRETARY IN THEIR
REPORTS
There are no qualifications, reservations or adverse remarks made by
the Statutory Auditors in their audit report for the Financial Year 2022-23.
The Secretarial Auditors of the company have submitted their
Secretarial Audit Report for the year 2022-23. Reply to observations of Secretarial
auditors is given in the director's report.
42. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Nil
43. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS:
Company ensures existence of adequate internal controls through
documented policy and procedures laid down in the manuals to be followed by the executives
at various levels. Internal controls are supported by periodical internal audits and
management reviews. The management is keen on these issues and initiated various measures
such as upgrading the
IT infrastructure, evaluating and implementing ERP software, web-based
application and establishing connectivity amongst manufacturing units, Corporate office
and branchoffices for effective and proactive services and businesses.
Board periodically reviews the internal controls, audit programme,
financial results and recommendations, the replies of the management to Government Audit
and internal audit etc.
The Company has maintained adequate financial control system,
commensurate with the size, scale and complexity of its operations and ensures compliance
with various policies, practices and statutes in keeping with the organization's pace
of growth and increasing complexity of operations.
44. CONSERVATION ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. The steps taken and impact on conservation of energy: Major
Energy Conservation Activities / Projects Implemented in 2022-23
Replacement of conventional lights with LED lights: Electrical energy
saving Rs.6.78 lakhs/year
Replacement of Old AC with New 5star rating ACs: Electrical energy
saving Rs.0.11 lakhs/year
Replacement of conventional fan with Energy Effcient BLDC fans:
Electrical energy saving Rs.0.33 lakhs/year
Replacement of conventional motor with energy efficient IE3 motor:
Electrical energy savings Rs.0.43 lakhs/year
Contract demand reduction of Township: annual saving of
Rs.1.31Lakhs/year Company is availing open access power trading, resulting in a saving of
Rs.59 lakhs on power cost for the year 2022-23.
B. Technology Absorption
The specific consumption of raw material has been reduced resulting in
a saving of Rs 1330 Lakhs on Raw Material cost through an in-house technology for the year
2022 - 2023 i. the efforts made towards technology absorption: Nil ii. the benefits
derived like product improvement, cost reduction, product development or import
substitution: Nil iii. in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year): Nil
(a) the details of technology imported; (b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; and iv. the expenditure incurred on Research and Development: Nil
C. FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL
45. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
Key Threats include:
Competition from domestic / imports and fluctuation in the input prices
High input costs
High utility costs
High overheads
Continued availability of anti-dumping support for the main products
Phenol and Acetone.
Working Capital availability for continuous operations
High interest cost and employee remuneration.
Some risks and concerns:
High manpower cost per ton of finished product.
Depreciated plants, requiring high maintenance cost.
Dumping in main products Phenol / Acetone.
Volatility in main input Benzene.
COVID-19 impact on downstream industries.
46. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES WHICH HAVE
BECOME OR CEASED TO BE.
Ministry of Chemicals and Fertilizers, Department of Chemicals &
Petrochemicals vide No. P. 51015/06/2019-Ch. III dated 29-01-2020 informed the decision of
Cabinet Committee on Economic Affairs, directing closure of Hindustan Fluorocarbons
Limited, Subsidiary of HOCL, which was approved by the shareholders on 30-03-2020.
Consequent to the decision of the Govt. of India for closure of
Subsidiary Company Hindustan
Fluorocarbons Ltd., an amount of Rs.75.87 crore has been released as
loan from Govt. of India to meet the expenses related to VRS/VSS to employees and settling
dues to Bank and other liabilities.
47. DEPOSITS: NIL
During the period under review, the Company has not invited or accepted
any deposits from the directors, shareholders and public
48. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE: Nil 49. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition &Redressal) Act, 2013 (Act') and rules made there
under, the Company has adopted a Sexual Harassment Policy for women to ensure healthy
working environment without fear of prejudice, gender bias and sexual harassment. The
policy has been widely disseminated. A Complaint Committee is in existence as per the Act.
The Board states that there were no cases or complaints filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Annual Report for the year 2022 The Sexual Harassment of Women at
Workplace
(Prevention, Prohibition & Redressal) Act, 2013-:
No. of complaints received: Nil No. of complaints disposed of: Nil No.
of cases pending for more than 90 days: Nil
50. VIGILANCE MECHANISM: (Under Sec.177(9) of Companies Act,2013)
Hindustan Organic Chemicals Limited, being a Government Company, a
Vigilance Department is already existing in pursuance of CVC Guidelines headed by Chief
Vigilance Officer
(CVO),HOCLTheVigilance Mechanism is being handled by the Vigilance
Department and the Company has already adopted a Vigilance Manual in pursuance of CVC
Guidelines. Vigilance Manual(latest) is available on Company's Website.
51. INTEGRITY PACT
Adoption of Integrity Pact alreadyimplemented in HOCL through two (2)
no(s) of Independent External Monitor(s)to maintain, foster most ethical and corruption
free business environment.
The Integrity Pact Policy adopted by the Company is applicable in
respect of all tenders with estimated value above Rupees Fifty Lakh (excluding export).
Your Company has also conducted structured meetings of the Independent External Monitor
with Chairman & Managing Director and other Executives. Integrity Pact Policy has been
uploaded on the web site of the
Company.
52. WHISTLE BLOWER POLICY
As per the Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and as per section 177(9) of the Companies Act, 2013,
every listed companies shall formulate a vigil mechanism/ Whistle Blower Policy for
directors and employees to report genuine concerns. Your Company has adopted a Whistle
Blower Policy to provide appropriate avenues to all permanent employees to make protected
disclosure as per the whistle blower policy. The Policy provides for adequate Safeguards
against victimization of employees who avail the mechanism and also provides for direct
access to the Chairman of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Chairman of the Audit Committee and that no
complaints were received during the year in this regard. The Whistle Blower Policy is
placed in the website of the company.
53. GENERAL
No disclosure or reporting is required in respect of the following
matters as there were no transactions on these items during the year under review:
Issue of equity shares with differential rights as to dividend,voting
or otherwise.
Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its subsidiaries. material
orders were passed by the Regulators or Courts or Tribunals No significant which impact
the going concern status and Company's operations in future save and except mentioned
above during previous year.
No fraud has been reported by the Auditors to the Audit Committee or
the Board.
There is no Corporate Insolvency Resolution Process initiated under the
Insolvency and Bankruptcy Code, 2016.
54. ACKNOWLEDGEMENT
Board places on record its gratitude to the members of the Company for
their continued support and confidence in the management
The Directors thank the Company's employees, customers, vendors,
investors and other stake holders for their continuous support. The Directors also thank
the Department of Chemicals and Fertilizers, Ministry of Chemicals and Fertilizers,
Government of India, Governments of
Maharashtra and Government of Kerala, and other Government departments
and agencies,
Banks, financial institutions for their co-operation. The Directors
regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense
respect for every person who risked their life and safety to fight this pandemic. The
Directors appreciate and value the contribution made by each member of the Hindustan
Organic Chemicals Limited family.
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