HINDUSTAN FLUOROCARBONS LIMITED Floor, Babukhan

HINDUSTAN FLUOROCARBONS LIMITEDDuring this period, Members of the Company,holding shares either in physical form or indematerialized form, as on the cut-off date of17th September, 2018, may cast their voteselectronically. A person who is not a Memberas on the cut-off date should treat this Noticefor information purposes only. The remote evoting module shall be disabled for votingthereafter. Once the vote on a resolution(s) iscast by the Member, the Member shall notbe allowed to change it subsequently.d. The voting rights of Members shall be inproportion to their share of the paid up equityshare capital of the Company as on the cutoff date i.e. 17th September, 2018.e. In case a person has become a Member ofthe Company after 10th August, 2018 i.e thedate considered for dispatch of AGM Noticebut on or before the cut-off date i.e., 17thSeptember, 2018, he/she may obtain the UserID and Password in the manner as mentionedbelow :i.If the mobile number of the member isregistered against Folio No./ DP ID Client ID,the member may send SMS: MYEPWD space E-Voting Event Number Folio No.or DP ID Client ID to 9212993399Example for NSDL:MYEPWD SPACE IN12345612345678Example for CDSL:MYEPWD SPACE 1402345612345678Example for Physical:MYEPWD SPACE XXXX1234567890ii.If e-mail address or mobile number of themember is registered against Folio No. / DPID Client ID, then on the home page of https://evoting.karvy.com, the member may click“Forgot Password” and enter Folio No. or DPID Client ID and PAN to generate a password.iii. Member may call Karvy’s toll free number1800-3454-001.iv. Member may send an e-mail request toeinward.ris@karvy.com.10. The Ministry of Corporate Affairs has taken a“Green Initiative in Corporate Governance” byallowing paperless compliances by theCompanies and issued a circular on 21-4-2011.35th Annual Report 2017-2018Section 20 of the Companies Act, 2013provides service of documents under“Certificate of Posting” as one of the acceptedmode of service where as the Department ofPosts has recently discontinued the postalfacility under “Certificate of Posting” vide LetterDated 23.02.2011, the Information TechnologyAct, 2000 also permits service of documentsetc., in electronic mode.Hence, the service of documents of acompany can be made through Electronicmode. So, we request all the members toregister their email id’s by sending email alongwith names, DP id’s & Folio Number to thefollowing Mail ID:hflshareholders@gmail.com11. With reference to the SEBI Circular “Strengthening the Guidelines and RaisingIndustry standards for RTA, Issuer Companiesand Banker to an Issue – Physical shareholders are requested to complete theprocess of submission of PAN and bankdetails to exercise the due diligence inspecified format which company has sharedyou over Registered post in one time and tworeminders over ordinary post in two times.BSE has issued a Circular to ListedCompanies on July 05, 2018 informing aboutamendment to Regulation 40 of Securities andExchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations,2015 vide Gazette notification dated June 8,2018 has mandated that transfer of securitieswould be carriedout in dematerialized formonly – Physical Share-holders are requestedto convert the physical form into Demat before05.12.2018 to take care about the transfer ofshares in future w.e.f 05.12.2018By order of the Board of DirectorsOf Hindustan Fluorocarbons Ltd.,Sd/(RAJANI.K)COMPANY SECRETARYPLACE: MUMBAIDATE : 10.08.2018Regd.Office303, Babukhan Estate,Basheerbagh, Hyderabad – 500 001.4

HINDUSTAN FLUOROCARBONS LIMITED35th Annual Report 2017-2018CHAIRMAN’S SPEECHDear Shareholders,I extend my hearty welcome to you to this 35thAnnual General Meeting of your Company. I amsure, you must have received the Directors’ Reportand Audited Annual Accounts of the Company forthe year ended 31st March, 2018 and with yourpermission I take them as read.manufacture of PTFE. Quality of all company‘sproducts continued to be well accepted byour customers. Company has achieved 100%capacity utilization as against 95% in theprevious financial year.2.I now proceed to share with you briefly theperformance of the company and our activities.1.OPERATIONSPERFORMANCEANDFUTURE OUTLOOK.DIVERSIFICATION:In consistence with vision company ismaking continues efforts to develop FluoroSpecialty Chemicals and in addition to thiscompany is going to focus on Pilot scale trialsfor manufacture of zero ODS refrigerant gasHFC32.OVERALLYour Company has adopted IND ASaccounting for the Financial Year 2017-18 asper the Phase II of MCA guidelines andincurred a net loss of Rs.482.65 lacs fromoperations as against the net loss of Rs.633.43 lacs (Rs.488.55 lacs as per IGAAP)of the previous year. During the year, the salesturnover (net) was Rs.3685.36 lacs asagainst Rs. 3383.51 lacs in the previous year.CFM-22 sale quantity was 1165 MT asagainst 1111 MT in the previous year andbalance quantity was used as feed stock to3.SAFETY, ENVIRONMENTCERTIFICATION‘&ISOThe company continued to lay emphasis onthe consciousness about safety among theemployees and periodic reviews of safetymeasures have enabled the company onceagain to maintain safe operations duringthe year.5

HINDUSTAN FLUOROCARBONS LIMITEDManagement is maintaining strictly all therequired environmental norms and qualitysystems as per ISO 9001:20084.had extended their support and co-operationduring the year to achieve the targeted goalsof the Company. In particular I am grateful tovarious officials of the Govt of India. especiallyfrom the Ministry of Chemicals & , the Finance Ministry,Ministry of Environment, Forest and ClimateChange, Govt. of India, Govt of Telangana, ,Promoter Company i.e. HOCL and BoardMembers. I would like to convey my sincereappreciation to our valued customers,suppliers, Statutory Bodies, Investors, ourbakers State Bank of India, Statutory/GovtAuditors etc for the continued support. Inconclusion I am fully confident that with thecontinued support from all of you my urge toplace your Company in the pedestal ofsuccess will not be unrealistic.INDUSTRIAL RELATIONSEmployee relations continued to be cordialthroughout the year. Company continued tofollow Govt. policy of reservation inrecruitment of SC/ST/OBC. During the yearthere were no strikes or lock outs affectingthe production/profitability.5.CORPORATE GOVERNANCEYour Company lays emphasis in conductingits affairs with in the frame work of policiesand guidelines set by the Government in atransparent manner. It is the endeavor of theCompany to build trust between shareholders, Employees and Customers basedon the basic principles of CorporateGovernance. The detailed Report on theCorporate Governance as well asManagement Discussion Analysis Report isenclosed as a part of the Director’s Report.This Report analyses in brief the potentialitiesof the Company as well as the focus of theCompany’s business6.35th Annual Report 2017-2018We on our part would continue our efforts totake your Company into the future by meetingthe challenges, grabbing the opportunities inour endeavor in the path towards turnaround.We look forward to your continued support inthis ongoing process.In conclusion I am optimistic that the companywould attain significant profits in the nearfuture.ACKNOWLEDGEMENTS :I place on record my appreciation andgratitude to all the employees and others whoThank you all once again.Sd/(S B BHIDE)Chairman6

HINDUSTAN FLUOROCARBONS LIMITEDDIRECTORS’ REPORT35th Annual Report 2017-2018Your Directors are glad to present the 35rd Annual Report of the company together with Audited AnnualAccounts for the year ended 31st March, 2018.FINANCIAL RESULTS: [Section 134(3)(i)]The financial performance of the Company for the year ended 31st March, 2018 is summarized below:(Rs. in lacs)ParticularsRevenue from operationsSales Turnover(net)Gross Profit / (Loss) for the yearLess: Interest & Financing ChargesCash Profit / (Loss)Less: DepreciationProfit / (Loss) for the yearAdd: Prior Period AdjustmentsNet Profit (Loss)Ind ASFinancial YearFinancial (477.45)(532.09)5.20101.34(482.65)(633.43)I -GAAPFinancial (387.21)101.34(488.55)STATUS OF STRATEGIC DISINVESTMENT:RESERVES: [Section 134(3)(j)]:Company has not transferred any amount toreserves due to the loss.NITI Aayog had recommended for the Strategicdisinvestment of HFL which was communicated tous by our Administrative Ministry.DIVIDEND: [Section 134(3)(k)]In view of the accumulated losses at the end of theFinancial Year 2017-18 are carried forward, nodividend was declared on equity shares for the yearended 31.03.2018.As part of this process, Inter-Ministerial Group(IMG) was formed for processing of strategicdisinvestment of HFL which was communicated tous by our Administrative Ministry.Subsequently DCPC had appointed M/s. SBI Capsas Transaction Advisor (TA), M/s. Crawford Bayley& Co. as Legal Advisors (LA) and PromoterCompany, HOCL has appointed M/s. GA Advisoryas an Asset valuer.OPERATIONS AND OVERALL PERFORMANCE.Your Company has adopted IND AS accountingfor the Financial Year 2017-18 as per the Phase IIof MCA guidelines and incurred a net loss ofRs.482.65 lacs from operations as against the netloss of Rs. 633.43 lacs (Rs.488.55 lacs as perIGAAP) of the previous year. During the year, thesales turnover (net) was Rs.3685.36 lacs asagainst Rs. 3383.51 lacs in the previous year. CFM22 sale quantity was 1165 MT as against 1111 MTin the previous year and balance quantity was usedas feed stock to manufacture of PTFE. Quality ofall company‘s products continued to be wellaccepted by our customers. Company hasachieved 100% capacity utilization as against 95%in the previous financial year.The Process of Strategic Disinvestment of HFL isinitiated by Parent Company i.e. HindustanOrganic Chemicals Limited under the Instructions,Guidance and Supervision of the Department ofChemicals Petrochemicals.Accordingly, HFL has placed the Expression OfInterest (EOI) and Preliminary InformationMemorandum (PIM) was published in news paperson 19-Apr-2018 and also kept in the website ofHFL, SBI Caps and DCPC for Sale of the entireequity share holding of HOCL in HFL without the7

HINDUSTAN FLUOROCARBONS LIMITED35th Annual Report 2017-2018vacant land of approx.66.13 acres. Subsequently,the date of accepting the EOI was initially extendedfrom 14-Jun-2018 to 28-Jun-2018 and later extendedup to 12-Jul-2018; The process of disinvestment isunder progress.THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL Act, 2013Company has not received any cases relating tothe sexual harassment of women at work place.Company have contacted NBCC and HMDA fortaking a best possible action as far as vacant landof 66.13 Acres are concerned in the best interestof HFL.PARTICULARS OF CONTRACTS ORARRANGEMENTS MADE WITH RELATEDPARTIESThere was no contract or arrangements made withrelated parties as defined under Section 188 of theCompanies Act, 2013 during the year under review.THE RIGHT TO INFORMATION ACT, 2005.In consonance with the provisions of the Right toinformation Act, 2005, Company has appointedAppellate Authorities/ Public Information officers atall the units/ offices of the company to respondeffectively to the request of the applicants underthe acts in synchronization with the direction ofCentral Information Commission(CIC), for promotionof Institutional transparency within the publicauthority through proactive and effectiveimplementation of section 4 of the RTI Acts, 2005,the company has also appointed a transparencyofficer that company has created necessarymechanism to meet the objective to bring outtransparency in the functioning of organization asenvisaged by RTI Act.COMPANY’S POLICY RELATING TOAPPOINTMENT ANDPAYMENTOFREMUNERATION AND DISCHARGE OF THEIRDUTIES OF KEY MANAGERIAL PERSONNELAND OTHER EMPLOYEES.Company has complied all the provisions relatedto the constitution of Nomination andRemuneration Committee under section 178(1) ofthe Companies Act 2013 and complied the criteriafor determining qualifications positive attributesand independence of appointment andremuneration of a Key Managerial Personnel andother employees as provided under Section 178(3)of the Companies Act, 2013.CORPORATE SOCIAL RESPONSIBILITY (CSR):Though Companies act provisions related to theCSR is not applicable to the Company for thefinancial year 2017-18, however recognizing theobligation to the society both in the areas ofenvironment protection and social development,company has taken initiatives towardsimplementing welfare schemes for uplifting thequality of living of the community surrounding thearea around the factory. Company is sponsoringtwo Vidya Volunteers to the surrounding areas.NUMBER OF BOARD MEETINGS CONDUCTEDDURING THE YEAR UNDER REVIEWThe Company had five Board meetings during thefinancial year under review.HEALTH AND ENVIRONMENT:The management has taken the greatresponsibilities for continuous monitoring andprotecting the health and environment as perstatutory compliance. Company is following allpollution norms.PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013There were no loans, guarantees or investmentsmade by the Company under Section 186 of theCompanies Act, 2013 during the year under reviewand hence the said provision is not applicable.The health record of employees working inproduction Division is maintained in the HealthRegister in Form 7.FIRE & SAFETY PERFORMANCE:The Company pays special attention to ensuresafety of the factory and workers employed therein.8

HINDUSTAN FLUOROCARBONS LIMITED35th Annual Report 2017-2018ISO CERTIFICATION:Company’s quality management system isaccredited as an ISO 9001:2008.The Company accords the same priority attentionto safety aspects as it does to production andproductivity, be it in a personal safety, processsafety, environment safety or product stewardshipand allocated adequate resources of men, machine,money, time and energy to maintain the standardsthus performance during the year is very good.CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO:Information in accordance with the provisionsrequired to be disclosed under Section 134(3)(m)of the Companies Act, 2013 read with the Rule8(3) of the Companies (Accounts) Rules, 2014Regarding Conservation of energy, TechnologyAbsorption and Foreign Exchange Earning andoutgo are given at Annexure I, Form A to this Report.The Company continued to maintain good safetyrecord in the financial year 2017-18.A Mock drill is a practice which trains an individualabout the course of action to be taken in case ofreal emergency occurs. This is one of the mosteffective technique to train, aware & alert people ina process plant location.RESEARCH & DEVELOPMENT:i.Pilot scale trials for manufacture of zeroOzone Depleting Substances (ODS)refrigerant gas HFC32.ii.Pilot scales trials for production of Suspensiongrade PTFE without using emulsifierPerfluorooctanoic acid (PFOA), which isbanned internationally.iii. Planning for diversification of the HFC32 andrelated products (HFC32 is one of thealternatives for CFM 22).A surprise Mock drill was conducted at site toanalyze the capacities of Plant, Equipmentoperating & employees skills towards Emergencypreparedness & response.We are conducting Emergency Mock drill oftenlyor once in a year in presence of external Authorityi.e Director of Factories Telangana & highermanagement of HFL in compliance with ISO 2000– 2001.BOARD OF DIRECTORSShri. Dinesh Kumar was appointed as GoI NomineeDirector of the company with effect from 24.06.2016and ceased as a GoI Nominee Director of theCompany w.e.f 09.08.2017.INDUSTRIAL RELATIONSEmployee relations continued to be cordialthroughout the year. Your Company has beenimplementing reservation policies of GOI for SCs /STs / OBCs / Persons with disabilities.Representatives of SCs / STs Categories areassociated in Recruitment of DepartmentalPromotion Committees. A statement showingrepresentation of employees belonging toScheduled Castes/ Scheduled Tribes / Backwardclasses / Minorities categories is appended asAnnexure-II to this report.Shri.Dharmendra Kumar Madan was appointed asGoI Nominee Director of the company with effectfrom 09.08.2017IMPLMENTATION OF OFFCIAL LANGUAGEPOLICY:During the year under report, your Companycontinued to Promote Hindi as Official Languagein day to day working in line with the Governmentpolicies for its intensive and extensive efforts forprogressive use of the official language. OfficialLanguage Implementation Cell of the Companycontinued to function effectively.PARTICULARS OF EMPLOYEES:None of the employees of the company is drawingremuneration requiring disclosure pursuant to theprovisions of the Companies (Particulars ofEmployees) Rules, 1975.9

HINDUSTAN FLUOROCARBONS LIMITED35th Annual Report 2017-2018TRADING AND DEMAT FACILITIES FORSHARES:VIGILANCEWith the approval of the Ministry, an Officer of thecompany has been nominated as “Vigilance Officer”(Part time) from amongst the Officers of theCompany to take care of Vigilance functions.Vigilance activities have mainly been directed tocheck the lacunae in the existing systems andprocedures through periodic checks. Theinstructions of the Central Vigilance Commissionreceived from time to time have been implementedto strengthen the vigilance machinery in thecompany.The shares of the Company are compulsorily tradedin Dematerialized mode. To facilitate theshareholders to dematerialize the shares, theCompany has signed the agreement with both i.eNational Securities depositories Limited (NSDL)and Central Depositories Services (India) Ltd.,(CDSL) under ISIN No. INE806J01013.85.26%of the Share Capital of the Company hasbeen Dematerialize the shares, the Company hasbeen Dematerialized as on 31st March, 2018- totalaccounts Dematerialized is 1991 involving 16710950shares (which constitutes 85.26%of the sharecapital).AUDITORS:The Sta

1 HINDUSTAN FLUOROCARBONS LIMITED 35th Annual Report 2017-2018 35TH ANNUAL GENERAL MEETING NOTICE Notice is hereby given that the 35 th Annual General Meeting of the Members of Hindustan Fluorocarbons Limited will be held on Monday the 24th September, 2018 at 3.00 P.M. at Press Club, Deshodharaka Bhavan, Bas