H.G. Infra Engineering Ltd
Directors Reports
To,
The Members
Rs..G. Infra Engineering Limited
Your directors (Board of Directors/"the Board") are pleased
to present the 21st Annual Report of Rs..G. Infra Engineering Limited
("the Company"/ "HGIEL") together with the Audited Financial Statement
(standalone and consolidated) for the Financial year ended March 31, 2023 (the
"Financial Year").
FINANCIAL RESULTS
The Company's Financial performance (standalone and consolidated)
for the year ended March 31, 2023 is summarised below: (Amount in Rs. Million, except per
equity share data)
| Particulars |
Standalone |
|
Consolidated* |
|
|
For the year ended March 31, |
YoY growth (%) |
For the year ended March 31, |
YoY growth (%) |
|
2023 |
2022 |
|
2023 |
2022 |
|
| Total Income |
44,365.94 |
36,230.01 |
22.46 |
46,402.38 |
37,587.50 |
23.45 |
| Revenue from operations |
44,185.36 |
36,151.95 |
22.22 |
46,220.08 |
37,514.31 |
23.21 |
| Other income |
180.58 |
78.06 |
131.33 |
182.30 |
73.19 |
149.08 |
| Total expenses |
38,678.58 |
31,683.65 |
22.08 |
39,767.93 |
32,441.27 |
22.58 |
| Profit / (loss) before tax |
5,687.36 |
4,546.36 |
25.10 |
6,645.74 |
5,146.23 |
29.14 |
| Tax Expense |
1,473.53 |
1,158.76 |
27.16 |
1,713.83 |
1,345.87 |
27.34 |
| Profit After Tax |
4,213.83 |
3,387.60 |
24.39 |
4,931. 91 |
3,800.36 |
29.77 |
| Other comprehensive income net of tax |
(7.74) |
(14.14) |
(45.26) |
(7.74) |
(14.14) |
(45.26) |
| Total Comprehensive Income for the period |
4,206.09 |
3,373.46 |
24.68 |
4,924.17 |
3,786.22 |
30.06 |
| Earning per equity share (EPS): |
|
|
|
|
|
|
| Basic (Rs.) |
64.66 |
51.98 |
24.39 |
75.68 |
58.31 |
29.79 |
| Diluted (Rs.) |
64.66 |
51.98 |
24.39 |
75.68 |
58.31 |
29.79 |
*The Financial Statements of the subsidiaries and associates used for
the preparation of the consolidated Financial statements are in accordance with the
Generally Accepted Accounting Principles in India ("GAAP") specified under
Section 133 and relevant provisions of the Companies Act, 2013 (the "Act"). The
Financial statements of subsidiaries, associates and jointly controlled operations are
prepared as per Indian Accounting Standards in accordance with the Companies (Indian
Accounting Standards) Rules, 2015.
RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
Highlights of the Company's Financial performance for the year
ended March 31, 2023 are as under:
Standalone
At Standalone level, the Revenue from Operations increased to
RS.4,185.36 Million as against RS.6,151.95 Million in the previous year, recording an
increase of 22.22%. The Net Profit before Tax amounted to RS.,687.36 Million as against
RS.,546.36 Million in the previous year, recording an increase of 25.10%. The Net Profit
after tax amounted to RS.,213.83 Million against RS.,387.60 Million reported in the
previous year, recording an increase of 24.39% and total comprehensive income for the
period amounted to
RS.,206.09 Million as against RS.,373.46 Million in the previous year,
recording an increase of 24.68%.
Consolidated
At Consolidate level, the Revenue from Operations increased RS.6,220.08
Million as against RS.7,514.31Million in the previous year, recording an increase of
23.21%. The Net Profit before amounted to RS.,645.74 Million as against RS.,146.23 Million
the previous year, recording an increase of 29.14%. The Net Profit after tax amounted to
RS.,931.91 Million against RS.,800.36 Million reported in the previous year, recording an
increase of 29.77% and total comprehensive income for the year amounted to RS.,924.
Million as against RS.,786.22 Million in the previous year, recording an increase of
30.05%.
BUSINESS OPERATIONS/ PERFORMANCE OF THE COMPANY AND ITS SUBSIDIARIES
During the Financial year, the Company has received the following
orders: (1) Execution of Civil & Associated works on Engineering Procurement &
Construction (EPC) basis for "Development of an Access – Controlled Six lane
(Expandable to Eight lane) Greenfield ‘Ganga Expressway' [Group-II, from km.
137+600 (Village: Nagla Barah, Distt. Budan) to km: 289+300, (Village: Ubariya Khurd,
Distt. Hardoi), Design Length = 151.700 Km] in the State of Uttar Pradesh on DBFOT (Toll)
basis under PPP valued at RS.9,709.94 Million; (2) Construction of 6-Lane Greenfield
Karnal Ring Road starting from NH-44 near Village Shamgarh (Design km 0+000) and
terminating at Karnal-Munak Road (MDR-115) near Village Samalakha (Design km 34+500) under
Bharatmala Pariyojana in the state of Haryana on Hybrid Annuity Mode (HAM) valued at
RS.,971.10 Million; (3) Contract DC-01A: Part Design and Construction of Elevated Viaduct
and four Elevated Stations viz. Keshopur, Paschim Vihar, Peeragarhi & Mangolpuri
(Excluding Architectural Finishing works of stations, Steel FOB & PEB works of
stations) from P2 (excl.) to PP88 (excl.) [Chainage 3118.108 mt. to 6080.447 mt.] and from
P103 (excl.) to Mangolpuri Station (incl.) [Chainage 6462.547 mt. to 7012.051 mt.] of
Janakpuri West to R.K. Ashram Corridor (Extn. of Line-8) of Phase- IV of Delhi MRTS valued
at RS.,121.10 Million; (4) Construction of Foundations, Substructure & Superstructure
along With River Training/Protection Work, Earthwork & allied works for viaduct 1
& 2 in between Chainage Km 47+415 To Km 50+900, in connection with
Bhanupali-Bilaspur-Beri New Railway Line in District Bilaspur of Himachal Pradesh State,
India valued at RS.,661.10 Million; (5) Construction of 6 lane Greenfield Varanasi Ranchi
Kolkata Highway from Deoria village to Donoreshan village from km 253.000 to km 288.600
under Bharatmala Pariyojana in the State of Jharkhand on HAM (PKG 10) valued at
RS.3,031.10
Million;
(6) Redevelopment of Kanpur Central Railway Station at Kanpur on
Engineering, Procurement and Construction (EPC) mode in the state of Uttar Pradesh valued
at RS.,551.00 Million; and (7) Construction of 6 lane Greenfield Varanasi-Ranchi-Kolkata
Highway from Jn with NRS.20 in Lepo village to Kamlapur village (JH/WB border) from km
358.500 to km 387.200 under Bharatmala Pariyojana in the state of Jharkhand on HAM
(Package 13) valued at RS.,251.10 Million.
Taking all these projects into count, the total order inFlow for the
Financial year was RS.6,298 Million (excluding GST/applicable taxes). Out of total orders
awarded, RS.4,384 Million from Private
client, RS.8,920 Million from National Highways Authority of India
(NHAI)- Highway Projects and remaining RS.2,994 Million from Railway & Metro Sectors.
Order book as on March 31, 2023 stood at RS.,25,953 Million and out of
the total order book, 69% are government contracts and 31% are from private clients.
Projects Completed during the Financial year 2022-23
During the Financial year, the Company received the provisional
completion certificates/ completion certificates for following projects: (1) Ateli
Narnaul: Construction of proposed Narnaul Bypass (Design Length 24.00 km) & Ateli
Mandi to Narnaul section of NH-11 from km 43.445 to km 56.900 (Design Length 14.00 km) as
an economic corridor-feeder route PKG-II in the state of Haryana on Hybrid Annuity Mode;
(2) Delhi – Vadodara Green Field Alignment: Construction of Eight Lane
Carriageway starting at Haryana- Rajasthan border and ends at Junction with SRS.4 (Km
78+800 to Km 115+700) Section of Delhi – Vadodara Green Field Alignment (NH-148N) on
EPC Mode under Bharatmala Pariyojna (Pkg-4) in the state of Rajasthan; (3) Gurgaon
Sohna: Six laining and strengthening of new NH-248A from existing km 11+682 to km
24+400 (Design Ch. 9+282 to km 22+000) under NHDP Phase-IV on Hybrid Annuity mode in the
State of Haryana." Package-II; (4) Bhawi-Pipar-Khimsar: Development and
up-gradation of Bhawi- Pipar- Khimsar Highway (SH-86 C) Length 83.225 Km (Package No
WB/RSHDP II/EPC/02) in the state of Rajasthan on Engineering, Procurement and Construction
(EPC) basis; (5) Kunadal to Jhadol: Up-gradation to two lane with paved shoulder
from Kundal to Jhadol (Section of NH-58E) from Km 0.000 To Km. 43.900 on EPC Mode (Package
I) in the State of Rajasthan; and (6) Delhi-Vadodara PKG-8: Construction of 8 lane
access controlled Expressway starting near Start of RoB near junction with NH-11A to
Junction with MDR-1 (Baonli- Jhalai road) (Ch.214.260-247.310) section of Delhi-Vadodara
Green field Alignment (NH-148N) on EPC Mode under Bharatmala Pariyojna in the State of
Rajasthan.
YEAR AHEAD AND PROSPECTUS
The Company currently has a strong order book of RS.,25,953 Million,
leading to clear visibility in future. The Company continues to work towards strengthening
and improving the order book going forward. The present order book and the opportunities
in the infrastructure space give good visibility towards a sustainable and profitable
growth going forward. Continuous thrust on using latest technologies and better processes
would ensure further improvement of margin going forward.
INFORMATION ABOUT HOLDING / SUBSIDIARIES / JOINTLY CONTROLLED
OPERATIONS / ASSOCIATE COMPANY
As on March 31, 2023, the Company has 10 (ten) wholly owned
subsidiaries (the "subsidiaries"), 2 (two) associates and 2 (two) Jointly
Controlled Operations as disclosed in the accounts. The Company does not have any holding
company as on March 31, 2023.
During FY 2022-23, the following changes have taken place in subsidiary
/ associates / joint venture companies:
| Name of Entity |
Changes |
| Rs..G. Karnal-Ringroad Private |
Incorporated on |
| Limited (Wholly Owned Subsidiary |
March 21, 2023 |
| Company) |
|
| Safety First Engineering Private |
Became Associate w.e.f. |
| Limited (Associate Company) |
August 24, 2022 |
| Safety First (Partnership Firm) |
Became Associate w.e.f. |
| (Associate Company) |
May 01, 2022 |
| HGIEPL-RPS JV (Jointly Controlled |
Dissolved on |
| Operation) |
October 04, 2022. |
Except above there are no companies/entities which have become or
ceased to be its subsidiaries, joint ventures or associate companies during the Financial
year.
In accordance with Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the Financial statements of the subsidiary
companies in the prescribed format Form AOC-1 is annexed as "Annexure-I"
to this Report. The statement also provides details of the performance and Financial
position of each of the subsidiaries, associates and jointly controlled operations.
Audited Financial statements together with related information and other reports of each
of the subsidiary companies can be accessed on the Company's website at
https://hginfra.com/ investors-relation.html#btn-quart The Company funds its subsidiaries,
from time to time, in the ordinary course of business and as per the funding requirements,
through equity, loan, guarantee and/or other means to meet working capital requirements.
In terms of the Company's Policy on determining "material
subsidiary", during the Financial year, Gurgaon Sohna Highway Private Limited, Rs..G.
Ateli Narnaul Highway Private Limited and Rs..G. Rewari Ateli Highway Private Limited were
determined as the material subsidiaries whose income exceeds 10% of the consolidated
income of the Company in the immediately preceding Financial year. The Policy for
determining material subsidiary Company, as approved, can be accessed on the
Company's website at https://www.hginfra.com/investors-relation.html#btn-policy
Rs..G. Raipur Visakhapatnam OD-5 Private Limited has become material subsidiary of the
Company, based on the audited Financial statements for the FY 2022-23.
(a) Wholly-owned Subsidiary Companies
(1) Gurgaon Sohna Highway Private Limited (GSH)
GSH was incorporated as Special Purpose Vehicle (SPV) on April 06, 2018
for domiciling a project allotted by the National Highways Authority of India i.e.
"Construction of Six laning and strengthening of new NH- 248A from existing km 11+682
to existing km. 24+400 in the state of Haryana Package-2: Existing Ch. Km 11+682 to km
24+400 (Design Ch. km 9+282 to km 22+000) under NHDP Phase IV on Hybrid Annuity
Mode". Highlights of performance of GSH and its contribution to the overall
performance of the Company during the period under report: (Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
414.30 |
1,786.22 |
| Profit/(Loss) before tax |
72.49 |
282.27 |
| Profit/(Loss) after tax |
53.30 |
175.09 |
(2) Rs..G. Rewari Ateli Highway Private Limited (HGRAH)
HGRAH was incorporated as Special Purpose Vehicle (SPV) on April 08,
2019 for domiciling a project allotted by the National Highways Authority of India i.e.
"Upgradation of Four Lane of Rewari-Ateli Mandi Section of NH-11 from km 11.780 at
Rewari to Ex. Km 43.445 near Ateli Mandi (designed length 30.45 km) as Feeder Route
PKG-III in the State of Haryana on Hybrid Annuity Mode." Highlights of performance of
HGRAH and its contribution to the overall performance of the Company during the period
under report: (Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
606.34 |
2,127.92 |
| Profit/(Loss) before tax |
121.20 |
107.28 |
| Profit/(Loss) after tax |
90.41 |
80.28 |
(3) Rs..G. Ateli Narnaul Highway Private Limited (HGANH)
HGANH was incorporated as Special Purpose Vehicle (SPV) on April 04,
2019 for domiciling a project allotted by the National Highways Authority of India i.e.
"Construction of proposed Narnaul Bypass (design length 24.0 km) & Ateli Mandi to
Narnaul Section of NH-11 from km 43.445 to km 56.900 (design length 14.0 km) as an
Economic Corridor & Feeder route PKG-II in the State of Haryana on Hybrid Annuity
Mode." Highlights of performance of HGANH and its contribution to the overall
performance of the Company during the period under report: (Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
814.36 |
3,476.32 |
| Profit/(Loss) before tax |
272.16 |
133.65 |
| Profit/(Loss) after tax |
203.16 |
100.01 |
(4) Rs..G. Rewari Bypass Private Limited (HGRB)
HGRB was incorporated as Special Purpose Vehicle (SPV) on May 01, 2020
for domiciling a project allotted by the National Highways Authority of India i.e.
"Construction of proposed Rewari Bypass (NH-11) as Feeder Route in Rewari District in
the State of Haryana (Design length-14.40 km) on Hybrid Annuity Mode." Highlights of
performance of HGRB and its contribution to the overall performance of the Company during
the period under report: (Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
2,416.65 |
1,909.51 |
| Profit/(Loss) before tax |
195.60 |
76.35 |
| Profit/(Loss) after tax |
146.16 |
57.14 |
(5) Rs..G. Raipur Visakhapatnam AP-1 Private Limited (HGRVAP-1)
HGRVAP-1 was incorporated as Special Purpose Vehicle (SPV) on August
19, 2021 for domiciling a project allotted by National Highways Authority of India i.e.
"Development of Six Lane Aluru-Jakkuva section of NH-130-CD Road from km 365+033 to
km 396+800 under Raipur-Visakhapatnam Economics Corridor in the state of Andhra Pradesh on
Hybrid Annuity Mode (HAM) [Package-1(AP)]." Highlights of performance of HGRVAP-1 and
its contribution to the overall performance of the Company during the period under report:
(Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
3,188.20 |
201.80 |
| Profit/(Loss) before tax |
83.93 |
2.74 |
| Profit/(Loss) after tax |
62.81 |
2.05 |
(6) Rs..G. Khammam Devarapalle PKG-1 Private Limited (HGKD PKG-1)
HGKD PKG-1 was incorporated as Special Purpose Vehicle (SPV) on October
14, 2021 for domiciling a project allotted by the National Highways Authority of India
i.e. "Construction of 4 lane Access Controlled New Greenfield Highway Section of NH-
365BG (Khammam-Devarapalle) of length 33.604 km from Thallampadu village to Somavaram
village (Design Ch. Km 0+000 to km 33+604) under Inter Corridor Route under Bharatmala
Pariyojana, on Hybrid Annuity mode in the state of Telangana(Package-I)." Highlights
of performance of HGKD PKG-1 and its contribution to the overall performance of the
Company during the period under report: (Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
464.87 |
0.42 |
| Profit/(Loss) before tax |
14.59 |
(0.56) |
| Profit/(Loss) after tax |
10.92 |
(0.42) |
(7) Rs..G. Khammam Devarapalle PKG-2 Private Limited (HGKD PKG-2)
HGKD PKG-2PL was incorporated as Special Purpose Vehicle (SPV) on
October 14, 2021 for domiciling a project allotted by the National Highways Authority of
India i.e. "Construction of 4 lane Access Controlled New Greenfield Highway Section
of NH- 365BG (Khammam-Devarapalle) of length 29.513 km from Somavaram village to
Chintagudem village (Design Ch. Km 33+604 to km 63+117) under Inter Corridor Route under
Bharatmala Pariyojana on Hybrid Annuity mode in the state of Telangana (Package-II)."
Highlights of performance of HGKD PKG-2 and its contribution to the overall performance of
the Company during the period under report: (Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
438.61 |
0.42 |
| Profit/(Loss) before tax |
12.51 |
(0.58) |
| Profit/(Loss) after tax |
9.36 |
(0.43) |
(8) Rs..G. Raipur Visakhapatnam OD-6 Private Limited (HGRV OD-6)
HGRV OD-6 was incorporated as Special Purpose Vehicle (SPV) on November
22, 2021 for domiciling a project allotted by the National Highways Authority of India
i.e. "Development of Six Lane Baunsaguar-Baraja Section of NH-130-CD Road from km
293+000 to km 338+500 under Raipur-Visakhapatnam Economics Corridor in the state of Odisha
on Hybrid Annuity Mode [Package- OD-6]." Highlights of performance of HGRV OD-6 and
its contribution to the overall performance of the Company during the period under report:
(Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
3,813.58 |
0.29 |
| Profit/(Loss) before tax |
89.71 |
(0.68) |
| Profit/(Loss) after tax |
67.13 |
(0.51) |
(9) Rs..G. Raipur Visakhapatnam OD-5 Private Limited (HGRV OD-5)
HGRV OD-5 was incorporated as Special Purpose Vehicle (SPV) on November
24, 2021 for domiciling a project allotted by the National Highways Authority of India
i.e. "Development of Six Lane Kaliagura-Baunsaguar Section of NH-130-CD Road from km
249+000 to km 293+000 under Raipur-Visakhapatnam Economics Corridor in the state of Odisha
on Hybrid Annuity Mode [Package-OD-5]." Highlights of performance of HGRV OD-5 and
its contribution to the overall performance of the Company during the period under report:
(Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
4,685.76 |
0.50 |
| Profit/(Loss) before tax |
84.85 |
(0.63) |
| Profit/(Loss) after tax |
63.49 |
(0.47) |
(10) Rs..G. Karnal-RingRoad Private Limited (HGKR)
HGKR has been incorporated as Special Purpose Vehicle (SPV) on March
21, 2023 for domiciling a project allotted by the National Highways Authority of India
i.e. "Construction of 6-lane Greenfield Karnal Ring Road starting from NH-44 near
Village Shamgarh (Design km 0+000) and terminating at Karnal -Munak Road (MDR 115) near
Village Samalakha (Design km 34 + 500) under Bharatmala Pariyojana in the state of Haryana
on Hybrid Annuity Mode." Highlights of performance of HGKR and its contribution to
the overall performance of the Company during the period under report: (Amount in Rs.
Million)
| Particulars |
FY 2022-23 |
| Total Revenue |
0.03 |
| Profit/(Loss) before tax |
-- |
| Profit/(Loss) after tax |
-- |
(b) Associate Company
During the Financial year, the Company made the following acquisitions:
(1) Safety First Engineering Private Limited (SFEPL)
The Company has acquired a stake of 26% in SFEPL on August 24, 2022, a
Gurgaon based Company, engaged in the business of operations of supply and service of
safety items including metal beam crash barrier, wire rope safety barriers, pavement
marking, noise barriers etc. Highlights of performance of SFEPL during the period under
report: (Amount in Rs. Million)
| Particulars |
FY 2022-23 |
| Total Revenue |
3.38 |
| Profit/(Loss) before tax |
(1.36) |
| Profit/(Loss) after tax |
(1.28) |
(2) Safety First
The Company has acquired 26% control in Safety First on May 01, 2022, a
New Delhi based registered partnership firm engaged in the business of supply and service
of safety items including metal beam crash barrier, wire rope safety barriers, pavement
marking, noise barriers etc. Highlights of performance of Safety First during the period
under report: (Amount in Rs. Million)
| Particulars |
FY 2022-23 |
| Total Revenue |
835.01 |
| Profit/(Loss) before tax |
44.71 |
| Profit/(Loss) after tax |
44.71 |
(c) Jointly controlled operations
The Company and its three (3) Jointly Controlled Operations (JCO) are
primarily engaged in the business of Engineering,
Procurement, and Construction (EPC) relating to roads, bridges, _yovers
and infrastructure contract works and related activities. Details of JCO are given below:
(1) HGIEPL-Ranjit JV
The Company and Ranjit Buildcon Limited associated themselves into
Joint venture on May 15, 2015 to act in collaboration with each other in the name and
style of HGIEPL-Ranjit JV for "Development and Construction of Four Laning of
Babatpur -Varanasi Section of NH-56 (km 263/000 to 280/250) in the state of Uttar Pradesh
on Engineering, Procurement and Construction (EPC) basis." Highlights of performance
of HGIEPL-Ranjit JV during the period under report: (Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
85.59 |
112.41 |
| Profit/(Loss) before tax |
0.16 |
0.21 |
| Profit/(Loss) after tax |
0.11 |
0.15 |
(2) HGIEPL-MGCPL JV
The Company and M.G. Contractors Private Limited associated themselves
into Joint venture on August 30, 2014 to act in collaboration with each other in the name
and style of HGIEPL- MGCPL JV for "Rehabilitation and augmentation of Two-Laning from
Chanlang District Boundary to Khonsa section of NH-52B (New NH-215) from km. 0.00 to km.
42.844 in the state of Arunachal Pradesh under Arunachal Pradesh Package of SARDP_ NE on
Engineering, Procurement and Construction (EPC) basis." Highlights of performance of
HGIEPL-MGCPL JV during the period under report: (Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
125.36 |
50.39 |
| Profit/(Loss) before tax |
0.33 |
(0.05) |
| Profit/(Loss) after tax |
0.23 |
(0.05) |
(3) HGIEPL-RPS JV
The Company and Rameshwar Prasad Sharma, Contractor, a Partnership
Firm, associated themselves into Joint venture on May 31, 2013 to act in collaboration
with each other in the name and style of HGIEPL-RPS JV for "Development of
Bari-Baseri-Weri-Bhusawar- Chhonkarwara-Kherli-Nagar-Pahari Road upto Haryana Border: Bari
to Kherli from km. 0/0 to 122/0: (iii) from km. 45/0 to 90/0 including CD works (Near
Samri to Naharpur) [Package No. 3] & Development of
Bari-Baseri-Weri-Bhusawar-Chhonkarwara-Kherli-Nagar-Pahari Road upto Haryana Border: Bari
to Kherli from km. 0/0 to 122/0: (iv) from km. 90/0 to 122/0 including CD works (Naharpur
to kherli) [Package No. 4]." Highlights of performance of HGIEPL-RPS JV during the
period under report:
(Amount in Rs. Million)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
0.32 |
4.37 |
| Profit/(Loss) before tax |
0.03 |
0.35 |
| Profit/(Loss) after tax |
0.02 |
0.24 |
During the Financial year, HGIEPL-RPS JV has dissolved on October 04,
2022.
CAPITAL, SHARES AND DEBENTURES
The Current Capital Structure of the Company is given below:
Authorized Capital:
There was no change in the Authorized Capital of the Company during the
Financial year. The Authorised Capital of the Company as on March 31, 2023 stood at
Rs.80,00,00,000/- (Rupees Eighty Crore Only) consisting of 8,00,00,000 (Eight Crore)
Equity Shares of the face value of RS.0/- each.
Issued, Subscribed & Paid-up Capital:
There was no change in the issued, subscribed and paid-up Capital of
the Company during the year under review. The issued, subscribed and paid-up Capital of
the Company as on March 31, 2023 stood at RS.5,17,11,110/- (Rupees Sixty Five Crore
Seventeen
Lakh Eleven Thousand One Hundred Ten Only) consisting of 6,51,71,111
(Six Crore Fifty One Lakh Seventy One Thousand One Hundred Eleven) Equity Shares of RS.0/-
each.
Non-Convertible Debentures (NCDs)
The Company has 970 outstanding Rated, Listed, Senior, Secured,
Redeemable, Non-Convertible Debentures ("NCDs") (ISIN: INE926X07017) each having
a face value of RS.0,00,000 for an aggregate nominal value of RS.70 Million issued on
private placement basis on December 21, 2021. The NCDs of the Company are listed on the
Wholesale Debt Market segment of BSE Limited.
The interest amounts on NCDs were paid by the Company on due dates and
there was no instance of interest amount not claimed by the investors or not paid by the
Company.
The Company has appointed MITCON Credentia Trusteeship Services Limited
as the debenture trustee for the benefit of the debenture holders. The details of the
Debenture Trustee are available on the Company's website at https://hginfra.com/
investors-relation.html#btn-investor The Company is exempted from the requirement of
creating a Debenture Redemption Reserve (DRR) on privately placed debentures. Therefore,
the Company has not created DRR.
DIVIDEND
The Company recommended /declared dividends as under:
|
Financial Year 2023 |
Financial Year 2022 |
|
Dividend per |
Dividend payout |
Dividend per |
Dividend payout |
|
share (in Rs.) |
(Amount in Rs. Million) |
share (in Rs.) |
(Amount in Rs. Million) |
| Interim dividend |
-- |
-- |
-- |
-- |
| Final dividend |
1.25 |
81.46 |
1 |
65.17 |
| Total dividend |
1.25 |
81.46 |
1 |
65.17 |
| Payout ratio (interim and final dividend) |
2% |
|
2% |
|
The dividend has been recommended by the Board of Directors, at its
meeting held on May 10, 2023. The payment is subject to the approval of the shareholders
at the ensuing Annual General Meeting ("AGM") of the Company.
The dividend recommended is in accordance with the Company's
Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available
on the Company's website at https:// hginfra.com/investors-relation.html#btn-policy
and forming part of this report as "Annexure-II".
Note:
The Company declares and pays dividend in Indian rupees. The Company is
required to pay/distribute dividend after deducting applicable withholding taxes. The
remittance of dividends outside India is governed by Indian law on foreign exchange and is
also subject to withholding tax at applicable rates.
The Dividend payment is based upon the parameters mentioned in the
Dividend Distribution Policy approved by the Board of Directors of the Company which is in
line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations").
The details of dividend declared and paid by the Company for the last
Five years is disclosed in the Corporate Governance Report forming part of this report.
UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)
In compliance with Sections 124 and 125 of the Act read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, any money transferred to the Unpaid Dividend Account of a Company in pursuance of
these sections, which remains unpaid or unclaimed for a period of seven years from the
date of such transfer shall be transferred by the Company along with interest accrued, if
any, thereon to the Fund established under sub-section (1) of section 125 of the Act i.e.
Investor Education and Protection Fund.
During the Financial year, the Company was not liable to transfer any
unclaimed dividends and corresponding shares thereto to IEPF. The details of the unclaimed
dividend amount lying with the Unpaid Dividend Account can be accessed on the
Company's website at https://hginfra.com/investors-relation.html#open and also
submitted with the Ministry of Corporate Affairs ("MCA") and with IEPF
Authority. The same can also be accessed through the website of IEPF at www.iepf.gov.in
TRANSFER TO RESERVES
During the Financial year, there was no amount transferred to any of
the reserves by the Company. The Total Other Equity (including securities premium and
retained earnings) as on March 31, 2023 is RS.8,567.04 Million (on Consolidate Basis) as
against the Paid- up Capital of RS.51.71 Million.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board comprises highly experienced persons of repute and eminence.
The Board has a good and diverse mix of Executive and Non-Executive Directors with the
majority of the Board Members comprising Independent Directors. The Board composition is
in conformity with the applicable provisions of the Act and the Listing Regulations, as
amended from time to time. As on date of this Annual Report, the Board consists of 8
directors comprising of Five (5) Independent Directors and three (3) Executive Directors.
The composition of the Board represents an optimal mix of professionalism, knowledge and
experience and enables the Board to discharge its responsibilities and provide effective
leadership to the business. The Board as part of its succession planning exercise,
periodically reviews its composition to ensure that the same is closely aligned with the
strategy and long term needs of the Company.
The Board and Board's Committees composition, tenure of directors,
areas of expertise and other details are available in the Corporate Governance Report,
forming part of this Report.
(a) Changes in Board Composition during FY 2022-23
• Re-appointment of Director
The members of the Company at their 20th Annual General
Meeting ("AGM") held on August 03, 2022, based on the recommendations of the
Board and Nomination and Remuneration Committee, have approved the re-appointment of Ms.
Pooja Hemant Goyal (DIN: 07813296) as an Independent Director for the second term of 3
(three) consecutive years with effect from May 15, 2022 to May 14, 2025.
The Company has taken consent from members of the Company in the 20th
AGM held on September 06, 2021 to re-appoint Mr. Harendra Singh (DIN: 00402458) as
Managing Director (‘MD') and Mr. Vijendra Singh (DIN: 01688452) as Whole-time
Director (‘WTD') and Mr. Ashok Kumar Thakur (DIN: 07573726) as Non Executive
Independent Director of the Company for their second term of Five consecutive years
commencing from May 15, 2022 to May 14, 2027.
• Appointment of Directors
During the Financial year, the Board based on the recommendation of the
Nomination and Remuneration Committee ("NRC"), has appointed Mr. Manjit Singh
(DIN: 02759940), as an Additional Independent Director of the Company commencing from May
13, 2022, subject to the approval of the members of the Company. Further, the shareholders
of the Company at their 20th AGM held on August 03, 2022, based on the
recommendations of the Board and Nomination and Remuneration Committee, have approved the
appointment of Mr. Manjit Singh (DIN: 02759940) as an Independent Director of the Company
for the first term of 5 (Five) consecutive years with effect from May 13, 2022 to May 12,
2027.
Further, the Board, based on the recommendations of the NRC, has
appointed Ms. Sharada Sunder (DIN: 07599164) and Ms. Monica Widhani (DIN: 07674403) as an
Additional Independent Woman Directors of the Company commencing from February 08, 2023,
subject to the approval of the members of the Company. Further after the closure of the
Financial year the shareholders of the Company at their Extra Ordinary General Meeting
("EGM") held on May 04, 2023, based on the recommendations of the Board and NRC,
have approved the appointments of Ms. Sharada Sunder (DIN: 07599164) and Ms. Monica
Widhani (DIN: 07674403) as Independent Directors of the Company for the first term of 5
(Five) consecutive years with effect from February 08, 2023 to February 07, 2028.
• Cessation of Director
Mr. Onkar Singh (DIN: 07853887) ceased to hold Office as an Independent
Director of the Company, with effect from the close of business hours on September 07,
2022, pursuant to the completion of his first term of Five (5) consecutive years.
• Retirement by Rotation
Section 152(6) of the Act, provides that not less than two-thirds of
the total number of directors of a public Company shall be liable to retire by rotation,
and that one-third of such directors as are liable to retire by rotation shall retire from
Office at every AGM.
In accordance with the provisions of the Act, Mr. Vijendra Singh (DIN:
01688452), Whole-time Director, being longest in Office since his last appointment, who
retires by rotation and being eligible, offers himself for re-appointment at the 21st
AGM.
As required under Regulation 36(3) of the Listing Regulations,
particulars of directors seeking appointment/ re-appointment/ liable to retire by rotation
at this AGM are given in the Annexure to the explanatory statement enclosed to the notice
of the AGM.
• Independent Directors
The Company has received declarations from all the Independent
Directors confirming that they meet the ‘Criteria of Independence' as specified
under Section 149(6) of the Act and the Rules made thereunder and applicable provisions of
Regulation 16(1)(b) of the Listing Regulations and are independent of the management.
In terms of Section 150 of the Act read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Rules, 2014 (including any amendments
thereunder), Independent Directors are required to undertake an online pro_ciency
self-assessment test conducted by Indian Institute of Corporate Affairs, Manesar
(‘IICA') within a period of two years from the date of inclusion of their names
in the Databank. The online pro_ciency self-assessment test was completed by all the
Independent Directors who were required to undergo the same.
(b) Certificate from Practicing Company Secretaries
None of the directors of the Company have been debarred or disqualified
from being appointed or continuing as directors of the Company by the SEBI or the Ministry
of
Corporate Affairs or any such statutory authority. The Company has
received a certificate in this regard from M/s ATCS & Associates (FirmRegistration No.
P2017RJ063900), Practicing Company Secretaries forming part of this Report. The present
directors of the Company are as follows:
| S. No. |
Name of Director |
DIN |
Designation |
| 1 |
Mr. Harendra |
00402458 |
Chairman & |
|
Singh |
|
Managing Director |
| 2 |
Mr. Vijendra |
01688452 |
Whole-time Director |
|
Singh |
|
|
| 3 |
Mr. Dinesh |
02576453 |
Whole-time Director |
|
Kumar Goyal |
|
|
| 4 |
Mr. Ashok |
07573726 |
Non-Executive - |
|
Kumar Thakur |
|
Independent Director |
| 5 |
Ms. Pooja |
07813296 |
Non-Executive - |
|
Hemant Goyal |
|
Independent Director |
| 6 |
Mr. Manjit |
02759940 |
Non-Executive - |
|
Singh |
|
Independent Director |
| 7 |
Ms. Sharada |
07599164 |
Non-Executive - |
|
Sunder |
|
Independent Director |
| 8 |
Ms. Monica |
07674403 |
Non-Executive - |
|
Widhani |
|
Independent Director |
The Board Composition of the Company can be accessed on the
Company's website at https://hginfra.com/board-of-directors.html
(c) Key Managerial Personnel and changes, if any
In terms of the provisions of Sections 2(51) and 203 of the Act, read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any amendments thereunder), the following employees were holding the position
of Key Managerial Personnel (‘KMP') of the Company as on March 31, 2023:
| S. No. |
Name of Director |
Designation |
| 1 |
Mr. Harendra Singh |
Chairman & Managing |
|
|
Director |
| 2 |
Mr. Vijendra Singh |
Whole-time Director |
| 3 |
Mr. Dinesh Kumar Goyal |
Whole-time Director |
| 4 |
Mr. Rajeev Mishra |
Chief Financial Officer |
| 5 |
Ms. Ankita Mehra |
Company Secretary & |
|
|
Compliance Officer |
During the Financial year, Mr. Harendra Singh (DIN: 00402458) as
Managing Director (‘MD') and Mr. Vijendra Singh (DIN: 01688452) as Whole-time
Director (‘WTD') of the Company were re-appointed for Five consecutive years
commencing from May 15, 2022 to May 14, 2027. Except this there were no changes to the
KMPs of the Company.
MEETINGS OF THE BOARD AND ITS COMMITTEES, ATTENDANCE AND CONSTITUTION
OF VARIOUS COMMITTEES
During the Financial year, Four (4) Board meetings were convened and
duly held. The intervening gap between the said meetings were in accordance with the
provisions of the Act, relevant Rules made thereunder, Secretarial Standards issued by the
Institute of Company Secretaries of India and provisions of the Listing Regulations.
The details of meetings of the Board and Committees of the Board held
during the year, attendance of Directors thereat and other details of various Committees
of the Board are given in the Report on Corporate Governance, forming part of this Report
as " Annexure-V. "
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company familiarizes its Independent Directors through various
programs/presentations whenever new Independent Director is appointed on the Board. Such
programs/presentations provide an opportunity to the Independent Directors to interact
with the Senior Management of the Company and help them to understand the Company's
strategies, operations, products, organization structure, market and other relevant areas
etc. New Independent Directors are provided with the copy of Latest Annual Report, Code of
Conduct, Memorandum & Articles of Association of the Company and Code of Conduct for
Prevention of Insider Trading. New Independent Directors are made aware of their role,
rights and responsibilities at the time of their appointment or reappointment though a
formal appointment letter which also specifies the various terms and conditions of their
engagement.
Regular updates on the key developments occurring in the Company are
informed to Independent Directors from time to time.
For details of familiarization programmes imparted to the Independent
Directors are given in the Report on Corporate Governance, forming part of this Report as
"Annexure-V".
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR
In terms of the provisions of Section 178(3) of the Act and Regulation
19 of the Listing Regulations, the Nomination and Remuneration Committee ("NRC")
has formulated the criteria for determining qualifications, positive attributes and
independence of Directors, the key features of which are as follows:
| Qualifications |
Positive Attributes |
Independence |
| The Board nomination process encourages
diversity of thought, experience, knowledge, age and gender. It also ensures that the
Board has an appropriate blend of functional and industry expertise. |
Apart from the duties of
directors as prescribed in the Act, the directors are expected to demonstrate high
standards of ethical behaviour, communication skills and independent judgment. The
directors are also expected to abide by the respective Code of Conduct as applicable to
them. |
A director will be
considered independent if he / she meets the criteria laid down in Section 149(6) of the
Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations. |
COMMITTEES OF THE BOARD
The Company believes that Board's Committees are crucial to
promote best Corporate Governance practices within the Company. Accordingly, the Company
has constituted various Board Committees to improve the Board efficiency and to support in
decision making. The constitution of these Committees is in acquiescence of provisions of
the Act, and relevant rules made thereunder, Listing Regulations, Articles of Association
of the Company and other guidelines issued from time to time. The details of the
Board's Committees including number & dates of meetings of Committees held during
the FY 2022-23 and attendance thereat are given in the Report on Corporate Governance,
forming part of this Report as "Annexure-V".
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PEFORMANCE OF ITS COMMITTEES
AND OF DIRECTORS
The Board has carried out an annual evaluation of its own performance,
Board Committees, and individual directors (including Independent Directors) pursuant to
the provisions of the Act and the Listing Regulations.
The Board evaluated its performance after seeking inputs from all the
directors on the basis of criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from all the directors on the basis of criteria such as the composition of
committees, effectiveness of committee meetings, etc. The Board and the NRC reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.
In a separate meeting of independent directors, performance of
non-independent directors and the Board as a whole was evaluated. The Independent
directors in the said meeting also evaluated the quality, quantity and timeliness of Flow
of information between the Company management and the Board that is necessary for the
Board to effectively and reasonably perform their duties. Additionally, the Chairman of
the Board was also evaluated on key aspects of his role, taking into account the views of
executive directors and non-executive directors in the aforesaid meeting.
Performance evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated. All directors responded through
structured questionnaire, based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India dated January 5, 2017, requirement of section 178
read with clause VII of schedule IV of the Act and the Guidance Note on Board Evaluation
issued by Institute of Company Secretaries of India ("ICSI") dated June 14,
2017, about the performance of the Board, its Committees, Individual directors, and the
Chairman.
The criteria for the evaluation and the outcomes thereto are set out in
the Report on Corporate Governance, forming part of this Report as "Annexure-V".
For details of previous year annual evaluation, please refer to the
Annual Report for the FY 2022-23, which is accessed through
https://hginfra.com/investors-relation.html#btn-gover
CREDIT RATING
The Company's Financial prudence is reflected in the strong credit
rating ascribed by rating agencies. The table below depicts the Credit Rating profile:
| Instrument |
Rating Agencies |
Current Rating |
| Long Term Credit |
ICRA |
ICRA AA- |
| Short Term Credit |
ICRA |
ICRA A1+ |
| NCDs |
ICRA |
ICRA AA- |
During the Financial year, ICRA limited has revised the assigned
long-term credit rating from ICRA A+ to ICRA AA-. ICRA has also upgraded the Short-term
rating at A1+. Further, during the Financial year, ICRA has also upgraded its credit
rating at ICRA AA- for Non-Convertible Debentures.
POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION
The Board on the recommendation of the Nomination and Remuneration
Committee adopted a Policy on Nomination
& Remuneration of Directors, Key Managerial Personnel, Senior
Management and Other Employees, which, inter-alia, lays down the criteria for determining
qualifications, positive attributes and independence of a director, appointment and
removal of Directors, Key Managerial Personnel and other Senior Management of the Company,
along with the criteria for determination of their remuneration and evaluation and
includes other matters, as prescribed under the provisions of Section 178 of the Act and
the Listing Regulations. The policy is available on the website of the Company at
https://hginfra.com/investors-relation.html#btn-policy We afirm that the remuneration paid
to the directors are as per the terms laid out in the Nomination and Remuneration Policy
of the Company.
SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS
The Company has a Nomination and Remuneration Committee
("NRC") which is responsible for developing competency requirements for the
Board, based on the industry and strategy of the Company. The Board composition analysis
reflects an in- depth understanding of the Company, including its strategies, environment,
operations, Financial condition and compliance requirements.
The role of the NRC encompasses conducting a gap analysis to refresh
the Board on a periodic basis, including each time a director's appointment or re-
appointment is required. The NRC is also responsible for reviewing the profiles of
potential candidate's vis- ?-vis the required competencies, undertake a reference
and due diligence and meeting of potential candidates prior to making recommendations of
their nomination to the Board. The appointee is also briefed about the specific
requirements for the position including expert knowledge expected at the time of
appointment.
During the Financial year, all recommendations made by the NRC were
approved by the Board.
RECONCILIATION OF SHARE CAPITAL
During the Financial year, an audit was carried at the end of every
quarter by a practicing company secretaries for reconciling the total admitted capital
with National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) and the total issued and listed capital. The audit confirms that the total
issued/paid up capital is in agreement with the total number of shares held in physical
form and the total number of dematerialized shares held with NSDL and CDSL. The reports
for every quarter upon reconciliation of capital were submitted to the BSE Limited and The
National Stock Exchange of India Limited (the "Stock Exchanges") and was also
placed before the Board of Directors at their meetings.
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT
PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT
The Code of Conduct of the Company aims at ensuring consistent
standards of conduct and ethical business practices across the Company. This Code is
available on the website of the Company at
https://hginfra.com/investors-relation.html#btn-policy. Pursuant to the Listing
Regulations, a confirmation from the Chairman and Managing Director regarding compliance
with the Code by all the Directors and Senior Management of the Company forming part of
this Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
As per Section 186(11) of the Act, except Section 186(1), nothing
contained in section 186 of the Act shall apply to any loan made, any guarantee given or
any security provided or any investment made by a Company engaged in the business of
providing infrastructural facilities. Since the Company is engaged in the business of
Infrastructure & Construction, the criteria of section 186 are not applicable to the
Company except sub-section (1) of Section 186 of the Act.
Details of loans, guarantees and investments under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014, as on March 31, 2023, are set out in Note No. 43 to the Standalone Financial
Statements of the Company.
CONFLICT OF INTERESTS
Each directors informs the Company on an annual basis about the Board
and the Committee positions he/she occupies in other companies including Chairmanships and
notifies changes during Financial year. The Members of the Board while discharging their
duties, avoid conflict of interest in the decision-making process. The Members of the
Board restrict themselves from any discussions and voting in transactions in which they
have concern or interest.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
During the Financial year, no significant or material orders were
passed by the Regulators or Courts or Tribunals which impact the Company's going
concern status and operations in future.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES
The remuneration paid to the Directors, Key Managerial Personnel and
Senior Management is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the
Listing Regulations. Further details on the same are given in the Corporate Governance
Report forming part of this report. The Managing Director and Whole-time Directors of the
Company do not receive remuneration or commission from any of the subsidiaries of the
Company except sitting fees as entitled as Non- Executive Directors in subsidiary
companies.
The information required under Section 197 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
directors/employees of the Company is annexed as "Annexure-VII" forming
part of this Report and can be accessed on the website of the Company at
https://hginfra.com/investors-relation.html#btn-annual
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has designed and implemented a process-driven framework for
Internal Financial Controls ("IFC") within the meaning of the explanation to
Section 134(5)(e) of the Act read with Rule 8(5) (viii) of the Companies (Accounts) Rules,
2014. The Company has appropriate internal control systems for business processes with
regard to its operations, Financial reporting and compliance with applicable laws and
regulations. It has documented policies and procedures covering Financial and operating
functions and processes. These policies and procedures are updated from time to time and
compliance is monitored by the internal audit function as per the audit plan. The Company
continues its efforts to align all its processes and controls with best practices.
The Company uses SAP ERP Systems as a business enabler and to maintain
its Books of Account. The transactional controls built into the SAP ERP systems ensure
appropriate segregation of duties, the appropriate level of approval mechanisms and
maintenance of supporting records. The systems, Standard Operating Procedures and controls
including manual controls are reviewed by Management.
The Company has in place adequate Internal Financial Controls with
reference to the Financial Statements commensurate with the size, scale and complexity of
its operations.
The Company has appointed independent audit firms as Internal Auditors
to observe the Internal Control system.
The Board of the Company have adopted various policies viz Policy on
determining Material Subsidiary, Policy on Determination of Materiality of Events or
Information, Vigil Mechanism/Whistle Blower Policy, Policy on Related Party Transactions,
Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons, Prevention
of Sexual Harassment at Workplace, Policy on Corporate Social Responsibility Policy,
Nomination and Remuneration Policy, Enterprise Risk Management Policy, Dividend
Distribution Policy and other policies and procedures for ensuring the orderly and
efficient conduct of its business for safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable Financial information.
The Audit Committee of the Board actively reviews the adequacy and
effectiveness of the internal control system and suggests improvements to strengthen the
same. The Company has a robust management information system, which is an integral part of
the control mechanism.
DEPOSITS
During the Financial year, the Company has not accepted deposits from
the public falling within the ambit of Sections 73 and 74 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on account of principal
or interest on public deposits was outstanding as on the date of the Balance Sheet.
DIRECTORS' RESPONSIBILITY STATEMENT
The Financial statements are prepared in accordance with the Indian
Accounting Standards (Ind AS) on accrual basis, which are measured at fair values, the
provisions of the Act (to the extent notified) and guidelines issued by SEBI. The IND AS
are prescribed under Section 133 of the Act, read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.
Accounting policies have been consistently applied except where a newly-issued accounting
standard is initially adopted or a revision to an existing accounting standard requires a
change in the accounting policy hitherto in use.
Pursuant to Section 134 of the Act, the directors of the Company state
that:
• In preparation of the annual accounts for the Financial year
ended March 31, 2023, the applicable accounting standards have been followed and there are
no material departures;
• They have selected such accounting policies and applied them
consistently and made judgments and estimates that 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;
• They have taken proper and sufficient care towards 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;
• They have prepared the annual accounts on a going concern basis;
• They have laid down internal Financial controls, which are
adequate and are operating effectively; and
• They have devised proper systems to ensure compliance with the
provisions of all applicable laws, and such systems are adequate and operating
effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations, Management
Discussion and Analysis (‘MD & A') Report is presented in separate sections,
forming the part of this report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)
Pursuant to Regulation 34(2)(f ) of the Listing Regulations, the
Business Responsibility and Sustainability Report (‘BRSR') on initiatives taken
from an environmental, social and governance perspective, in the prescribed format is
annexed as "Annexure-VIII" forming part of this report.
Environmental, Social and Governance (ESG)
The Company focus on steadfast on leveraging technology to battle
climate change, conserving water and managing waste. On the social front, Company's
emphasis is on the development of people, especially around digital skilling, improving
diversity and inclusion, facilitating employee wellness and experience, delivering
technology for good and energizing the communities we work in. The Company is also
redoubling efforts to serve the interests of all its stakeholders, by leading through its
core values and setting benchmarks in corporate governance. The Board instituted an ESG
council to discharge its oversight responsibility on matters related to organization-wide
ESG initiatives, priorities, and leading ESG practices.
AUDITORS AND AUDIT REPORTS
Auditors
Statutory Auditors
During the Financial year, the term as mentioned in Section 139 (2) (b)
has been completed by one of the Joint Statutory Auditors of the Company i.e. M/s. Price
Waterhouse & Co., Chartered Accountants LLP (ICAI FirmRegistration No.
304026E/E300009) upon conclusion of 20th AGM held on August 03, 2022, therefore
they have retired as a Joint Statutory Auditors of the Company and in place of
above-mentioned firm, the Board of Directors of the Company has recommended to appoint and
Members in their AGM held on August 03, 2022, appointed M/S. M S K A & Associates,
Chartered Accountants (FirmRegistration No. 105047W), as one of the Joint Statutory
Auditors of the Company for first term of 5 consecutive years.
M/s. Shridhar & Associates, Chartered Accountants (ICAI
FirmRegistration No. 134427W) were appointed as one of the Joint Statutory Auditors of the
Company for the first term of 5 consecutive years at the AGM held on September 25, 2020.
The reports given by the Joint Statutory Auditors on the Financial statement of the
Company are forming part of this Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Joint Statutory Auditors in their
Report for the Financial year ended March 31, 2023. During the year under review, the
Joint Statutory Auditors had not reported any matter under Section 143(12) of the Act.
Secretarial Auditors
M/s. ATCS & Associates, Company Secretaries in Practice,
(FirmRegistration No. P2017RJ063900) have carried out the Secretarial Audit for the
Financial year ended March 31, 2023.
On the recommendation of the Audit Committee, the Board has appointed
M/s. Deepak Arora & Associates, Company Secretaries in Practice, (FirmRegistration No.
P2001RJ080000) as Secretarial Auditors of the Company for the FY 2023-24, as required
under Section 204 of the Act and Rules thereunder.
Cost Records and Cost Audit
The Company has maintained cost accounts and records as specified by
the Central Government under sub-section (1) of Section 148 of the Act. M/s. Rajendra
Singh Bhati & Co., Cost Accountants (FirmRegistration No. 101983) have carried out the
cost audit during the FY 2022-23.
The Board, on the recommendation of the Audit Committee, has
re-appointed M/s. Rajendra Singh Bhati & Co., as Cost Auditors of the Company for
conducting the audit of cost records for the FY 2023-24 under Section 148 of the Act read
with the Companies (Audit and Auditors) Rules, 2014.
The remuneration proposed to be paid to the Cost Auditor is subject to
rati_cation by the Members of the Company at the ensuing 21st Annual General
Meeting.
Internal Auditors
The Board has appointed M/s. Mahajan & Aibara Chartered Accountants
LLP, (FirmRegistration No. 105742W) as Internal Auditors for conducting Internal Audit for
the FY 2022-23. The observations and suggestions of the Internal Auditors were reviewed
and necessary corrective/ preventive actions were taken in consultation with the Audit
Committee.
On the recommendation of the Audit Committee, the Board has
re-appointed M/s. Mahajan & Aibara, Chartered Accountants LLP, as Internal Auditors of
the Company for the FY 2023-24.
Reporting of Fraud by Auditors
During the Financial year, none of the Auditors of the Company have
reported any instances of fraud committed as specified under section 143(12) of the Act.
Audit Reports
• The Independent Auditors' Report for the Financial year
ended March 31, 2023 does not contain any qualification, reservation or adverse remark or
disclaimer. The Report is enclosed with the Financial statements in this Annual Report;
• The Company is committed to maintain the highest standards of
Corporate Governance and adheres to the Corporate Governance requirements set out by the
SEBI. The Company has also implemented several best governance practices. The report on
Corporate Governance as stipulated under the Listing Regulations is annexed as "Annexure-V"
forming part of this Report. Certificate from M/s ATCS & Associates, the Secretarial
Auditors of the Company confirming compliance with the conditions of Corporate Governance
is attached to the report on Corporate Governance.
• The Secretarial Auditors' Report issued by M/s. ATCS &
Associates, for the Financial year ended March 31, 2023 does not contain any
qualification, reservation or adverse remark. The Secretarial Auditors' Report is
annexed as "Annexure-VI (i)" forming part this Report;
• The Auditor's certificate confirming compliance with
conditions of corporate governance as stipulated under the Listing Regulations, for the
Financial year ended March 31, 2023, forming part of this Report;
• The Secretarial Compliance Report issued by M/s. Deepak Arora
& Associates, Practicing Company Secretaries, for Financial year ended March 31, 2023,
in relation to compliance of applicable SEBI Regulations/ circulars/guidelines issued
thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations, is
annexed as "Annexure-VI (ii)" forming part of this Report; and
• As per regulation 24A of the Listing Regulations, the Company is
required to annex the secretarial audit report of its material unlisted subsidiaries to
its directors report. The secretarial audit reports for the Financial year ended March 31,
2023 of material subsidiaries viz. Gurgaon Sohna Highway Private Limited, Rs..G. Rewari
Ateli Highway Private Limited and Rs..G. Ateli Narnaul Highway Private Limited issued by
M/s. Rahul S & Associates (FirmRegistration No. S2017RJ506300), are annexed herewith.
The Secretarial Audit Reports of aforesaid material subsidiaries do not contain any
qualification, reservation or adverse remark.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the requirements of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has duly
constituted CSR Committee, which is responsible for fulfilling the CSR objectives of the
Company. The composition of CSR committee is as stated in the "Committees of the
Board" section of "Corporate Governance report.
The Company has spent RS.5.98 Million towards CSR expenditure for the
Financial year. The CSR initiatives of the Company were under the thrust area of
education, healthcare, rural development, animal welfare and environment sustainability.
The Board of Directors have adopted a CSR policy which is in line with
the provisions of the Act. The CSR Policy of the Company lays down the philosophy and
approach of the Company towards its CSR commitment. The policy can be accessed on the
website of the Company at https://hginfra.com/investors-relation.html#btn-policy The
Annual Report on Corporate Social Responsibility Activities of the Company is annexed as
in "Annexure-IV" forming part this Report.
RISK MANAGEMENT
The Company has a well-defined risk management framework in place. The
risk management framework works across Company's operations and the Company continues
to develop a robust and dynamic risk management framework, which ensures that risks are
mitigated, and that the business adheres to both regulatory requirements and industry best
practices when identifying, assessing, responding to and monitoring risk.
The Company is exposed to market risk, credit risk, liquidity risk,
regulatory risk, human resource risk and commodity price risk as set out in Note No. 39 to
the Standalone and Consolidated Financial Statements of the Company.
In terms of Regulation 21 of the Listing Regulations, the Board has
constituted the Risk Management Committee. The composition of committee is in conformity
with the Listing Regulations, with the majority of members being directors of the Company.
The Committee is responsible for oversight on overall risk management processes of the
Company and to ensure that key strategic and business risks are identified and addressed
by the management including framing of policy, identify current and emerging risks;
develop risk assessment and measurement systems; establish policies, practices and other
control mechanisms to manage risks. The detailed terms of reference of the Risk Management
Committee is disclosed in the Corporate Governance Report annexed as "Annexure-V"
forming part of this report.
Risk management comprises all the organizational rules and actions for
early identification of risks in the course of doing business and the management of such
risks. In terms of regulation 17(9)(b) of the Listing Regulations, the Board adopted a
Risk Management Policy.
The Risk Management Policy of the Company, inter alia, includes
identification of risks, including cyber security and related risks and also those which
in the opinion of the Board may threaten the existence of the Company. The Risk management
process has been established across the Company and is designed to identify, assess and
frame a response to threats that affect the achievement of Company's objectives.
Further, it is embedded across all the major functions and revolves around the goals and
objectives of the organization.
The effectiveness of Risk Mitigation plans shall be ensured through
proper monitoring, evaluation of outcomes of mitigation plans and to look for the scope of
its applicability in other areas in order to achieve overall objective of the policy.
There are no risks which in the opinion of the Board threaten the existence of the
Company.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company encourages an open and transparent system of working and
dealing amongst its stakeholders. In accordance with Section 177(9) of the Act and
Regulation 22 of the Listing Regulations, the Company is required to establish a Vigil
Mechanism for directors and employees to report genuine concerns.
The Company has a Policy for Prevention, Detection and Investigation of
Frauds and Protection of Whistle Blowers ("the Whistle Blower Policy"), which
also encourages its employees and various stakeholders to bring to the notice of the
Company any issue involving compromise/ violation of ethical norms, legal or regulatory
provisions, actual or suspected fraud etc., without any fear of reprisal, discrimination,
harassment or victimisation of any kind. Company investigates such incidents, when
reported, in an impartial manner and takes appropriate action to ensure that requisite
standards of professional and ethical conduct are always upheld. It is the Company's
Policy to ensure that no persons are victimised or harassed for bringing such incidents to
the attention of the Company.
Further details of the Vigil Mechanism/ Whistle Blower Policy of the
Company are provided in the Report on Corporate Governance, forming part of this report.
The Whistle Blower Policy is hosted on the Company's website at
https://hginfra.com/investors-relation. html#btn-policy
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of energy conservation, technology absorption and
foreign exchange earnings and outgo are provided as under in terms of Section 134(3)(m) of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014:
| Particulars |
Remarks |
| A) CONSERVATION OF ENERGY |
|
| the steps taken or impact on
conservation of energy; the steps taken by the Company to utilize alternate sources of
energy; the capital investment in energy conservation equipment |
Although operations of the Company are not
energy intensive yet Company focuses on reducing energy cost, safeguard of environment and
use of non-conventional energy. The Company has taken the steps for: |
| a) starting Hot Mix Plant production on grid
supply by installing UPS System; and |
| b) converted Tippers on CNG from HSD |
| a) new fleet with BSVI Norm 2 technology; |
| b) DG Sets with CPCB 4 Norms; and |
| c) EV Vehicles |
| B) TECHNOLOGY ABSORPTION |
|
| the efforts made towards technology
absorption; the benefits derived like product improvement, cost reduction, product
development or import substitution; |
The Company has made efforts for technology absorption by: |
| a) soil stabilization; |
| b) echelon paving; |
| c) use of 3D grades control software; |
| d) promoting tire retreating & Kidney looping to reduce
quantity |
| of tyres and Lubricants by Increasing Life; |
| e) compaction assistance technology; |
| f ) DG Monitoring Solution; |
| g) increased haulage capacity through better specification; |
| h) digitalization of log sheet for better data accuracy; |
| i) optimization in SAP for better maintenance tracking; and |
| j) uniformity & branding. |
| a) timely completion of the project as well as meeting the |
| budgetary requirement are two critical areas where different |
| techniques help to great extent. |
| b) data accuracy for better performance outcome. |
| c) fuel optimization |
| d) use of alternative materials methods |
| in case of imported technology
(imported during the lastthree years reckoned from the beginning of the Financialyear)- |
The Company uses below mentioned imported
technology & equipment in its business: |
| a) soil stabilizer; |
| a) the details of technology imported; |
b) MOBA FLMS & FDMS for better fuel monitoring; |
| c) trimble 3D grade sensors; |
| d) tappet box for digitalization of log sheet; |
| e) MOBA compaction assistance; and |
| f ) DG Monitoring Solution through omnicom. |
| b) the year of import; |
FY 2022-23 |
| c) whether the technology been fully absorbed;
and |
a) FLMS & FDMS; |
| b) trimble 3D system; and |
| c) optimization in SAP for better Maintenance tracking. |
| Particulars |
Remarks |
| d) if not fully absorbed, areas
where absorption has taken place, and the reasons thereof not; the expenditure incurred on
Research and Development |
a) compaction assistance technology: trial in
progress at one project; |
| b) DG monitoring solution: trail in progress at one project; |
| c) increased haulage capacity through better
Specification: initiative taken at one project; |
| d) digitalization of log sheet for better
Data accuracy: implementation in progress at one project. During the Financial year, the
Company has not spent any amount towards research & development activity. |
| C) FOREIGN EXCHANGE EARNINGS AND OUTGO |
|
| Details of foreign exchange earnings and outgo during FY
2022-23 are as follows: |
|
| Foreign Exchange Earnings |
NIL |
| Foreign Exchange Outgo (Amount in Rs. Million) |
0.92 |
CONTRACT AND ARRANGEMENTS WITH RELATED PARTY
All transactions with related parties were reviewed and approved by the
Audit Committee and were in accordance with the Policy on dealing with and materiality of
related party transactions and the related party framework, formulated and adopted by the
Company.
The SEBI vide amendments to the Listing Regulations had introduced
substantial changes in the related party transactions framework, inter alia, by enhancing
the purview of the definition of related party, and overall scope of transactions with
related parties, effective April 01, 2022.
The Board of Directors on recommendations of the Audit Committee
approved the revised ‘Policy on dealing with and materiality of related party
transactions' and related party framework of the Company to align it with the
amendments notified by SEBI. All contracts/arrangements/transactions entered into by the
Company during the year under review with related parties were in the ordinary course of
business and on arm's length basis in terms of provisions of the Act. Further, there
are no contracts or arrangements entered into under Section 188(1) of the Act, hence no
justification has been separately provided in this regard.
During the Financial year, there are no material significant related
party transactions made by the Company with Promoters, Directors, Key Managerial Personnel
or other Designated Persons and their relatives which may have a potential conflict with
the interest of the Company at large.
The Related Party Transactions Policy of the Company ensures timely
approvals and reporting of the concerned transactions between the Company and its related
parties to the concerned authorities. The Policy on Related Party Transactions is hosted
on the website of the Company at https://hginfra.com/investors-relation.html#btn-policy
During the Financial year, the Company has entered into Material Related Party Contracts/
arrangements with wholly owned subsidiaries of the Company. These contracts / arrangements
too were in the ordinary course of business of the Company and were on arm's length
basis, details of which, as required to be provided under Section 134(3)(h) of the Act are
disclosed in Form AOC-2 is annexed as "Annexure-III" forming the part of
this report. As per the requirements of the IND AS-24 issued by the Institute of Chartered
Accountants of India (ICAI) on ‘Related Party Disclosures', the details of
related party transactions entered into by the Company are covered under Notes forming
part of the Financial statements.
The Company in terms of Regulation 23(9) of the Listing Regulations
submits on the date of publication of its standalone and consolidated Financial results
for the half-year, disclosures of related party transactions on a consolidated basis, in
the format specified in the relevant accounting standards to the Stock Exchanges. The said
disclosures can be accessed on the website of the Company at
https://hginfra.com/investors-relation. html#open
PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT POLICY, AND DISCLOSURE
UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
Internal Complaints Committee (ICC):
The Company has instituted an Internal Complaints Committee (ICC) for
redressal and timely management of sexual harassment complaints. The Committee is chaired
by Company Secretary of the Company. The Committee also has an external senior
representative member who is a subject matter expert. The Board is periodically updated on
matters arising out of the policy/ framework, as well as on certain incidents, if any.
Policy on Prevention of Sexual Harassment at Workplace (POSH) and
Awareness:
The Company has zero tolerance towards sexual harassment and is
committed to provide a safe environment for all. The Company's policy is inclusive
irrespective of gender or sexual orientation of an individual. It also includes situations
around work from home scenarios.
To create awareness on this sensitive and important topic,
training/awareness programs are conducted throughout the year to create sensitivity
towards ensuring respectable workplace. Pursuant to the said Act, the details regarding
the number of complaints received, disposed and pending during the FY 2022-23, pertaining
to incidents under the above framework/ law are as follows:
| Particulars |
Numbers |
| Number of complaints pending at the |
NIL |
| beginning of the Financial year |
|
| Number of complaints received during the |
NIL |
| Financial year |
|
| Number of complaints disposed off during the |
NIL |
| Financial year |
|
| Number of complaints those remaining |
NIL |
| unresolved at the end of the Financial year |
|
SHAREHOLDERS AND INVESTORS
The Company regularly interacts with its shareholders and investors
through results announcements, annual report, performance highlights, media releases,
Company's website and subject-specific communications. The AGM gives the shareholders
an opportunity to come in direct communication with the Board of Directors and the
Management. During this meeting, the Board engages with shareholders and answers their
queries on varied subjects.
The Company has a designated e-mail address for shareholders i.e.
cs@hginfra.com.
The Investor Relations team also interacts regularly with investors and
analysts, through quarterly results calls, one-on-one and group meetings, participation at
investor conferences.
Investor and Analyst Interactions in FY 2022-23
| Particulars |
Q1 |
Q2 |
Q3 |
Q4 |
FY |
|
|
|
|
|
2022-23 |
| Total |
2 |
2 |
1 |
5 |
10 |
| interactions |
|
|
|
|
|
ENVIRONMENT HEALTH AND SAFETY (EHS) PROTECTION
The Company is committed towards the well being and protection of
Health, Safety and Environment, through its EHS Policies which is formulated in line with
applicable laws and legal requirements connected with occupational Health, Safety and
Environment matters. Trainings are being provided to employees and workers of the Company
for the better awareness and implementation of EHS. The Company always ensures that
healthy and safe working environment is provided to all employees and workers across all
projects in businesses of the Company. Trainings are being provided to employees of the
Company for the better awareness and implementation of EHS. The Company always ensures
that healthy and safe working environment is provided to all employees of the Company.
HUMAN RESOURCE (HR) DEVELOPMENT
The Company has shown a strong growth trajectory over the years, driven
by its successful execution of infrastructure projects and its focus on quality and timely
delivery. FY 2022-23 has opened up new opportunity to grow and build a sustainable
business landscape. To meet the organizational goals and make it a great place to work, HR
department has following focus areas in FY 2023-24.
Fresh Talent Acquisition:
Frontline team plays crucial role in civil execution works.
Company's core focus is to create robust frontline team in time efficient manner.
Your Company is in the process to collaborate with various institutions for quality hiring
of trainees.
Workplace Culture and Employee Experience:
Company's focus is on fostering an inclusive and diverse culture
that promotes collaboration, transparency and open communication. Your Company is also
prioritizing on the employee experience initiatives, ensuring that employees feel valued,
supported, and empowered in their roles.
Managerial & Leadership Development Programs:
Managerial and Leadership Development Programs are of utmost importance
for the Company. Through these programs, the Company will nurture and enhance the skills
and capabilities of its managers and leaders, enabling them to effectively navigate
complex challenges and drive organizational success.
SECRETARIAL STANDARDS
The Company has followed all applicable Secretarial Standards, issued
by the Institute of Company Secretaries of India (ICSI).
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There are no material changes and commitments affecting the Financial
position of the Company which have occurred between the end of the Financial year and the
date of this report except the followings: (1) Rs..G. Varanasi-Kolkata PKG-13 Private
Limited has been incorporated as a wholly owned subsidiary as a Special Purpose Vehicle
(SPV) on April 25, 2023 for domiciling a project allotted by National Highways Authority
of India i.e. "Construction of 6-lane Greenfield Varanasi-Ranchi-Kolkata Highway from
junction with NH-320 in Lepo village to Kamlapur village (JH/WB border) from km 358.500 to
km 387.200 under Bharatmala Pariyojana in the state of Jharkhand on Hybrid Annuity Mode
(Package 13) on Hybrid Annuity Mode;
(2) Rs..G. Varanasi-Kolkata PKG-10 Highway Private Limited has been
incorporated as a wholly owned subsidiary as a Special Purpose Vehicle (SPV) on April 27,
2023 for domiciling a project allotted by National Highways Authority of India i.e
"Construction of 6-lane Greenfield Varanasi-Ranchi-Kolkata Highway from Deoria
village to Donoreshan village from km 253.000 to km 288.600 under Bharatmala Pariyojana in
the State of Jharkhand (Package 10) on Hybrid Annuity Mode; and (3) Company has entered
into Share Purchase Agreement on May 03, 2023 with Highways Infrastructure Trust
("Buyer"), Highway Concessions One Private Limited, Rs..G. Ateli Narnaul Highway
Private Limited, Rs..G. Rewari Ateli Highway Private Limited, Gurgaon Sohna Highway
Private Limited and Rs..G. Rewari Bypass Private Limited pursuant to which the Company
shall sell its 100% (one hundred percent) shareholding in four wholly owned subsidiaries
namely: (a) Gurgaon Sohna Highway Private Limited; (b) Rs..G. Rewari Ateli Highway Private
Limited; (c) Rs..G. Ateli Narnaul Highway Private Limited: and (d) Rs..G. Rewari Bypass
Private Limited, (collectively referred to as "SPVs") to the Buyer.
PARTICULARS OF EMPLOYEE REMUNERATION
The directors would like to place on record their sincere appreciation
for the contributions made by employees of the Company at all levels. The ratio of the
remuneration of each Director to the median employee's remuneration including other
details and the list of top 10 employees in terms of remuneration drawn in terms of
Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is set out in "Annexure-VII" to
this Report. Other details as required under Section 197(12) of the Act, read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
available on the website of the Company, at https://hginfra.com/investors-relation.
html#btn-annual
INSIDER TRADING CODE
The Company has instituted a mechanism to avoid Insider Trading and
abusive self-dealing in the securities of the Company. In accordance with the Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘SEBI
PIT Regulations'), the Company has established systems and procedures to prohibit
insider trading activity and has framed the Code of Prohibition of Insider Trading (the
"Code"). The Code of the Company prohibits the directors of the Company and
other specified employees from dealing in the securities of the Company on the basis of
any Unpublished Price Sensitive Information (UPSI), available to them by virtue of their
position in the Company.
The objective of this Code is to prevent misuse of any UPSI and
prohibit any insider trading activity, in order to protect the interest of the
shareholders at large.
The Board of Directors of the Company has adopted the Code and
formulated the Code of Practices and Procedures for Fair Disclosure in terms of the
requirements of SEBI PIT Regulations. The Company Secretary has been appointed as the
Compliance Officer for ensuring implementation of the Code.
The Code is available on the website of the Company at https://
hginfra.com/investors- relation.html#btn-policy
DIRECTORS AND OFFICERS LIABILITY INSURANCE (D & O)
Pursuant to Regulation 25(10) of the Listing Regulations, the Company
has taken the Directors and Officers Liability Insurance (‘D & O Insurance')
policy for all the Directors including Independent Directors of the Company for
indemnifying them against any liability in respect of any negligence, default,
misfeasance, breach of duty, or breach of trust for which they may be guilty in relation
to the Company.
SUCCESSION PLANNING
The Nomination and Remuneration Committee of the Board oversees matters
related to succession planning of Board and Senior Management of the Company. The Company
understands that sound succession planning is essential for sustained growth of the
Company.
The information about succession planning of Board and Senior
Management of the Company is given in the Nomination and Remuneration Policy available on
the website of the Company at https://hginfra.com/investors-relation.html#btn-policy
INDUSTRIAL RELATIONS
The Company's business is dependent on infrastructure projects
awarded by government authorities/ private authorities funded by governments or by
international and multilateral development finance institutions. The Company therefore
must develop and maintain strategic alliances with other construction developers that
undertake contracts for such infrastructure development projects and intend to continue to
explore entering into Jointly Controlled Operations, consortia or sub-contract
relationships for specific projects with certain of these contractors. In addition, the
Company develop and maintain relationships and pre-qualified status with certain major
clients and obtain a share of contracts from such clients.
ANNUAL REPORT
The MCA has issued General circular No.10/2022 dated December 28, 2022,
read with General circular No. 02/2022 dated May 05, 2022, General Circular No. 21/2021
dated December 14, 2021, General Circular No. 19/2021 dated December 08, 2021, General
Circular No. 02/2021 dated January 13, 2021, General Circular No. 28/2020 dated August 17,
2020, General Circular No.20/2020 dated May 05, 2020, General Circular No.18/2020 dated
April 21, 2020 and the SEBI has issued Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated
May 12, 2020 and SEBI/HO/CFD/CMD2/
CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/
HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated
January 05, 2023 in relation to ‘Relaxation from compliance with certain provisions
of the Listing Regulations in view of the prevailing situation and owing to the
difficulties involved in dispatching of physical copies of the Annual Report and the
Notice convening the AGM.' Members who wish to have physical copy may write to the
Company Secretary of the Company at cs@hginfra.com or submit a written request to the
Registered Office of the Company. In accordance with the aforesaid circulars, the web link
of the Annual Report and the Notice convening the AGM of the Company is being sent in
electronic mode only to members whose e-mail address are registered with the Company or
the Depository Participant(s). Those members, whose email address are not registered with
the Company or with their respective Depository Participant(s) and who wish to receive the
Notice of the AGM and the Annual Report for the Financial year ended March 31, 2023, can
get their email address registered by following the steps as detailed in the Notice
convening the AGM.
The Annual Report of the Company and its subsidiaries are available on
the Company website viz., https://hginfra.com/ investors-relation.html#btn-annual
ANNUAL RETURN
In accordance with the provisions of Section 134(3) read with Section
92(3) of the Act, the Annual Return as on March 31, 2023 is available on the website of
the Company and can be viewed at https://hginfra.com/investors-relation.html#btn-annual.
By virtue of amendment to Section 92(3) of the Act, the Company is not required to provide
an extract of the Annual Return (Form MGT-7) as part of the Board's Report.
OTHER DISCLOSURES
The Board state that no disclosure or reporting is required in respect
of the following items as there were no transactions on these items during the year under
review: (1) As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014,
the Company has not issued equity shares with differential rights as to dividend, voting
or otherwise; (2) As per rule 8(13) of the Companies (Share Capital and Debentures) Rules,
2014, the Company has not issued shares (including sweat equity shares) to employees of
the Company under any scheme; (3) As per rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of
employee stock option; (4) Neither the Managing Director nor the Whole Time Directors of
the Company receive any remuneration or commission from any of its subsidiaries except
sitting fees as entitled as a
Non-Executive Directors in subsidiary companies;
(5) Since the Company has not formulated any scheme of provision of
money for purchase of own shares by employees or by the trustee for benefit of the
employees in terms of Section 67(3) of the Act, no disclosures are required to be made;
(6) There was no revision of Financial statements and the Board's Report of the
Company during the year under review; (7) There has been no change in the nature of
business of the Company; (8) No application has been made under the Insolvency and
Bankruptcy Code, hence the requirement to disclose the details of the application made or
any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year along with their status as at the end of the Financial year is not applicable;
and (9) The requirement to disclose the details of the difference between the amount of
the valuation done at the time of one- time settlement and the valuation done while taking
a loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
APPRECIATION AND ACKNOWLEDGEMENT
The Directors would like to express their appreciation and thank the
Government of India, the Governments of various states in India, and concerned Government
departments and agencies for the continued help and cooperation extended by them. The
Directors also gratefully acknowledge all stakeholders of the Company viz. clients,
members, vendors, banks and other business partners for the excellent support received
from them during the year and look forward to their continued support in future.
The Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment and continued contribution to the
Company.
For and on behalf of Board
Rs..G. Infra Engineering Limited
|
Harendra Singh |
| Place: Jaipur |
Chairman & Managing Director |
| Date: May 10, 2023 |
DIN: 00402458 |
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