HIPOLIN ANNUAL REPORT 2016-20

1 HIPOLIN LIMITEDTWENTY FOURTH ANNUAL REPORT2016 - 2017 ANNUAL REPORT 2016 -2017 Board of Directors:Shri Bhupendra Jaykumar ChairmanShri Shailesh J. ShahManaging DirectorShri Bharat J. ShahWhole Time Director & CFOShri Subhash J. ShahWhole time DirectorSmt. Nitaben B. ShahIndependent DirectorShri Ajay R. GandhiIndependent DirectorShri Umesh P. MehtaIndependent DirectorShri Virendra B. ShahIndependent DirectorShri Narendra N. ShahIndependent Director (upto )Shri Nirav D. ShahIndependent Director ( )Company Secretary:Ms. Apexa A. PanchalBankers:The Kalupur Commercial Co-operative Bank LtdHDFC Bank Bank :M/s. Harish S. Patel & Co., Chartered Accountants, OfficeA/1/1, Nilkanth Ind. Estate, Sanand-Viramgam Highway,& Factory:Nr Iyava Bus Stand, Via Virochannagar ( P.)

2 O.) Ta. : Sanand,Dist.: Ahmedabad-382170 Phone No.: (02717) 284202 Corporate Office:45, Madhuban , 4 Floor, Nr Madalpur Garnala,thEllisbridge, Ahmedabad No.: (079) 26447730-31 Email , Transfer Agent:Link Intime India Private LimitedC-101, 247 Park, Marg, Vikhroli (West), Mumbai 400 No : +91 22 49186270 Fax: +91 22 49186060E-mail id : Unit:5 Floor, 506 to 508, Amarnath Business Center-I (ABC-I),thBeside Gala Business center, Nr. St. Xavier's College Corner,Off Road, Navrangpura, Ahmedabad No.: 079-26465179 Email Id.: ANNUAL ReportthHIPOLIN LIMITED4 NOTICENOTICEis hereby given that the Twenty Fourth ANNUAL General Meeting of the Members ofHIPOLIN LIMITEDA/1/1, Nilkanth Ind. Estate Sanand -Viramgam Highway,will be held atNear Iyava Bus Stand, Via.

3 Virochannagar, Ta:Sanand, Dist. : Ahmedabad-382170onFriday, 29 September, 2017 at p. transact the following BUSINESS receive, consider and adopt the Audited Financial Statements of the Company forthe financial year ended March 31, 2017 including Audited Balance Sheet as atMarch 31, 2017, the statement of Profit & Loss and Cash Flow Statement for the yearended on that date and the reports of the Board of Directors ( the Board ) andAuditors Bhupendra J. Shah,To appoint a Director in place of(DIN 00325446) whoretires by rotation and being eligible, offers himself for Subhash J. Shah,To appoint a Director in place of(DIN 02623088) who retiresby rotation and being eligible, offers himself for appoint Statutory Auditors of the Company and to fix their remunerationTo consider and if thought fit, to pass the following Resolution as anOrdinaryResolution: RESOLVED THAT pursuant to the provisions of the Section 139 and otherapplicable provisions, if any, of the Companies Act, 2013 ('the Act ) and theCompanies (Audit and Auditors) Rules, 2014,as amended from time to time, & Muzumdar.

4 , Chartered Accountants (ICAI Firm Registration )be and is hereby appointed as the Auditors of the Company in, Mumbaiplace of retiring auditors M/s Harish S. Patel & Co., Chartered Accountants, (ICAIFirm Registration ), to hold office from the conclusion of this AnnualGeneral Meeting ( AGM ) till the conclusion of the 29th AGM, ubject to ratificationsofsuch appointment by the shareholder at every AGM. sthe Board of Directors of the Company be and is RESOLVED FURTHER THAT hereby authorized to fix their remuneration and reimbursement of out of pocketexpenses. SPECIAL BUSINESS OF SHRI NIRAV D. SHAH (DIN: 07711357) AS ANINDEPENDENT DIRECTOR:To consider and if thought fit, to pass the following Resolution, with or withoutmodification, as an:Ordinary Resolution pursuant to the provisions of Sections 149, 152 read withRESOLVED THATS chedule IV and all other applicable provisions of the Companies Act, 2013 ( theAct ) and the Companies (Appointment and Qualification of Directors) Rules, 2014as amended from time to time and SEBI (Listing Obligations and DisclosureRequirement) Regulations, 2015 ( Listing Regulations ), Shri Nirav D.

5 Shah (DIN:07711357), who was appointed as an Additional Director in the meeting of the Board5 May 26, 2017 HIPOLIN LIMITEDBy Order of the Board,CIN : L24240GJ1994 PLC021719 For HIPOLIN LIMITED,Registered Office:A/1/1, Nilkanth Ind. Estate,Sanand-Viramgam Highway,Apexa PanchalNr. Iyava Bus Stand,Company SecretaryVia Virochannagar (P. O.)ACS-35725Ta. : Sanand, Dist.: Directors of the Company pursuant to the provisions of Section 161(1) of the Actand the Articles of Association of the Company and holds office upto the date of thisAnnual General Meeting and in respect of whom the company has received a noticein writing under section 160(1) of the Act from a Member, proposing his candidaturefor the office of a Director of the Company, be and is hereby appointed as anIndependent Director of the Company, not liable to retire by rotation and to hold officefor 5 (five) consecutive years for a term from 7 February, 2017 to 6 February, REPORT 2016 -20176 NOTES MEMBER ENTITLED TO ATTEND AND VOTE AT 24 ANNUAL GENERAL MEETINGth( AGM OR meeting )

6 OF THE COMPANY IS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE THE COMPANY. The instrument appointing proxy should, however, bedeposited at the Registered Of ce of the company not later than 48 hours before thecommencement of the meeting. A person can act as a proxy on behalf of members notexceeding 50( fty)and holding in aggregate not more than 10% of the total share capital ofthe company carrying voting rights. In case the proxy is proposed to be appointed by amember holding more than 10% of the total share capital of the company carrying votingrights then such proxy cannot act as a proxy for any other Register of Members and Share Transfer Books of the Company will remain closedfrom, Monday September 25, 2017 to Friday, September 29, 2017 (both days inclusive) forthe purpose of ANNUAL General Statement pursuant to Section 102(1) of the Companies Act, 2013 and/ or Regulation36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inrespect of item is annexed hereto and forms part of this terms of provisions of Section 125 of the Companies Act, 2013 (Section 205 ofCompanies Act, 1956)

7 , the amount of dividend remaining unpaid or unclaimed for a periodof 7(seven) years from the date of its transfer to the Company's Unpaid Dividend Account, isrequired to be transferred to the Investor Education and Protection Fund, set up by theGovernment of India and no payment shall be made in respect of any such claims by theFund. Accordingly, the unclaimed dividend in respect of nancial year 2009-10 of theCompany will be due for transfer to the said Fund in October, 2017. The shareholders whohave not encashed their dividend warrants for nancial year 2009-10 are requested tocontact Registrar and Transfer Agents or Company Secretary, at the Company's CorporateOf holding shares in electronic form are requested to intimate any changes in theirregistered address, name, PAN details, etc.

8 To their depository participants with whom theyare maintaining their demat account. Members holding shares in physical form arerequested to intimate any such changes to the Company or its RTA (M/s Link Intime IndiaPvt. Ltd.) who hold shares in dematerialized form are requested to write their client ID andDP ID numbers and those who hold shares in physical form are requested to write their folionumber in the attendance slip for attending the are requested to bring their attendance slip duly lled in along with their copy ofthe ANNUAL REPORT to the Copy of the ANNUAL REPORT for 2016 -17 along with the Notice of the 24 AnnualthGeneral Meeting of the Company, inter-alia, including the Remote e-voting instructions,Attendance Slip and the Proxy Form are being sent to all the members whose email IDs areregistered with the Company/Depository Participant(s) for communication purpose unlessany member has requested for a hard copy of the same.

9 For members, who have notregistered their email address, physical copy of the ANNUAL REPORT for 2016 -17 along with ofHIPOLIN LIMITEDN otice of the 24 ANNUAL General Meeting of the Company, inter-alia, including the Remotethe-voting instructions, Attendance Slip and the Proxy Form are being sent by the permittedmode. The said notice is also displayed on the Company's website on the website of the remote e-voting agency (Central Depository Services (India)Limited) registered members of the Company or any proxy appointed by such registeredmember may attend the ANNUAL General Meeting as provided under the provisions of theCompanies Act, Securities Exchange Board of India (SEBI) has mandated the submission of thePermanent Account Number (PAN) by every participant in the securities market.

10 Membersholding shares in the electronic form are, therefore requested to submit their PAN to theirDepository Participant. Members holding shares in physical form shall submit their PANdetails to the Route Map showing the Directions to reach the venue of the 24 ANNUAL General Meetingthis attached with the Notice as per the requirement of Secretarial Standard-2 on members intending to send their authorized representatives to attend themeeting, pursuant to Section 113 of the Companies Act, 2013 are requested to send acerti ed copy of the Board Resolution/ Authorization together with specimen signatures,authorizing their representative to attend and vote on their behalf at the desiring to seek information on ANNUAL Accounts to be explained at the meetingare requested to send their queries at least ten days before the date of the meeting so thatthe information can be made available at the documents referred to in the accompanying Notice are open for inspection by theMembers at the Registered Of ce of the Company on all working days, except Saturdays,between and upto the date of ANNUAL General Meeting of Through Electronic terms of Section 108 of the Companies Act, 2013 and Rule 20 of theCompanies(Management and Administration) Rules, 2014, as substituted by theCompanies(Management and Administration)