Dear Shareholders

The Board of Directors present the 14Annual Report together with the audited financial statement of the Company for the financial year ended March 31, 2016

                                                                                   

                                  (Amount in Crores)

Particulars	Current Year	Previous Year
2015-16	2014-15
Net Sales/ Income from Operations	724.31	331.00
Other Income	0.36	0.72
Total Income	724.67	331.72
Profit before Depreciation, Interest & Tax	80.45	46.45
Less : Interest & Finance Charges	15.99	15.82
Less : Depreciation	18.34	17.14
Less : Prior Period Expenses/ (Income)	0.00	0.00
Profit Before Tax (PBT)	46.12	13.49
Less : Provision for Current Taxation	16.50	5.85
Less : Provision for Deferred Tax	-0.57	-1.58
Less : Earlier Year Taxes	0.00	0.00
Profit After Tax (PAT)	30.18	9.22
Share Capital	18.02	15.25
EPS (Basic) (Diluted)	19.57	6.05

 

The Company saw a remarkable growth during the year and achieved a turnover from operations of 724.31 Crore during the current year, as against 331.00 Crore during the previous year. The profit during the year has been 46.12 Crore as against 13.49 Crore during the previous year 2014-15.

Company is one of the leading construction Company with group turnover of INR 724.31 Crores and present order book of INR 1700 Crores Approx. We have got an expertise of civil work especially related to Earthwork & concrete items and other allied construction of Highways, Expressways, and Earthen Embankment, Major structures like High Level Bridges, ROB?S Flyovers & Underpasses.

?            ICRA Limited has reaffirmed

(ICRA A Minus) rating to the long term bank facilities of our Company.  

?            Further ICRA has reaffirmed

(ICRA A Two plus) rating to the short term bank facilities of our Company.  

The Company would like to reserve its profits for its growth; and hence your Directors do not recommend dividend for the Financial Year.

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

During the year under review, your Company has successfully allotted 27,70,000 equity shares through Right issue and raised an amount of Rs. 2.77 Cr. The proceeds received through the Right issue were utilised for the purpose for which it was raised. Consequent to the above allotment, the paid up value of equity share capital of the Company increased from 15.25 Cr. to 18.02 Cr.

There is no subsidiary of the Company, the list of subsidiaries & associates Company has been is appended as

to this report.  Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company?s Subsidiaries?, Associates? and Joint Ventures is presented in Form AOC-1 is appended as to this report.

The Company has in place adequate internal control with reference to financial statements. The Board has adopted the policy and procedures for ensuring the orderly and efficient conduct of its business, Including adherence to the Company?s policies, safeguarding of its assets, the prevention and detection of errors and fraud, the accuracy and completeness of the accounting records.

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors? state that :

a)            In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures 

b)            The directors had 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 and loss of the company for that period ;

c)            The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

d)            The directors had prepared the annual accounts on a going concern basis ; and

e)            The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

In terms of the provisions Section 152 of the Companies Act, 2013 read with Article of Association of the Company, none of the director are required to retire by rotation. Further, no directors was appointed or resigned during the year.

The meetings of the Board of Directors were conducted 23 times during the financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

 

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to the Company.

The Provisions of Section178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised only policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualification, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

 

11.  

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. The Company?s internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

12.  

The particulars of every contract or arrangements or transactions entered into by the Company during the financial year with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 were in the ordinary course of business and on an arm?s length basis.

All Related Party Transactions were placed before the Board of Directors for their approval. The Board has granted approval for Related Party Transactions as per the provisions and restrictions contained in Act.

The details of the Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 from part of the notes to the financial statement.  

M/s. B.K. Arora & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office upto the conclusion of the forthcoming Annual General Meeting (AGM) and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re - appointment.

The Notes on financial statement referred to in the Auditors? Report are self-explanatory and do not call for any further comments. The Auditors? Report does not contain any qualification, reservation or adverse remark.

As a part of its initiatives under ?Corporate Social Responsibility (CSR), the Company has formed Corporate Social Responsibility (CSR Policy), as per the policy, the Company has undertaken projects in the areas of environment, education and children empowerment, animal welfare and health etc. These projects are largely in accordance with schedule VII of the Companies Act, 2013.

As per require under Section 134(3)(o) and Rule 9 of the Companies (CSR) Rule, 2014, the Annual Report on CSR activities forming part of the  Director Report is annexed as

.

In accordance with Section 134(3)(a) of the Companies Act, 2013, an  extract of the annual return has been appended as

to this report in MGT- 9.

The particulars prescribed under Sec 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014  for conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows :

(a)	Conservation of energy
(i)	The steps taken or impact on conservation of energy	Company's operation does not consume significant amount of energy.
(ii)	The steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
(iii)	The capital investment on energy conservation equipment's	Not applicable, in view of comments in clause (i)
(b)	Technology absorption
(i)	The effort made towards technology absorption	Nil
(ii)	The benefits derived like product improvement cost reduction product development or import substitution	Nil

 

(iii)	In case of imported technology (important during the last three years reckoned from the beginning of the financial year)  (a) The details of technology imported  (b) The year of import ;  (c) Whether the technology been fully                         absorbed  (d) If not fully absorbed, areas where absorption   has not taken place, and the reasons thereof	Nil
(iv)	The expenditure incurred on Research and Development	Nil

During the year, the total foreign exchange used & earned was  Rs.     Nil

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Infrastructure Business is required to be audited, as the same is falling under the non-regulated sector.

The Board, on the recommendation of the Audit Committee, has appointed M/s. Rajendra Singh Bhati & Co., Cost Accountants as cost auditors for conducting the audit of cost records of the Company for the financial year 2014-15 and 2015-16.

Accordingly, a Resolution seeking Member?s ratification, approval for the remuneration to M/s. Rajendra Singh Bhati & Co., Cost Accountants is included in the Notice convening the Annual General Meeting.

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company?s Code of Conduct & Ethics.

 

We have only one class of shares ? equity shares of par value Rs. 10 each. Our authorized share capital has increased to Rs. 20,00,00,000 Crore  ( Rupees Twenty Crore ) from 16,00,00,000 Crore (Rupees Sixteen Crore) . The issued, subscribed and paid-up capital of the Company stood at 18, 02,00,000 Crore (Rupees Eighteen Crore two Lakh )as at March 31, 2016 compared to 15,25,00,000  Crore (Rupees Fifteen Crore twenty Five Lakh) as at March 31, 2015.

Environmental Sustainability is a Business imperative at HGIEPL. We are committed to providing a safe and healthy workplace to our employees, consultants and contractors and achieving high standards of environmental protection. Recognizing climate changes as major risk to our planet, we have integrated climate change actions into the Company strategy.

Our Health, Safety and Environmental Management System (HSEMS) help to provide a secure environment for our employees, assets and operations. The initiative also strives to keep employees, contractors and other well-informed, trained and committed to our HSE process.

 

The Company continued to maintain its strong focus on employee engagement to help HGIEPL to retain the skills and resources needed to fulfil its commitments to customers. Development initiatives for human assets in the areas of consumer orientation, self and organizational development, team building managerial effectiveness and up-gradation of technical skills etc. are continuously undertaken by the Company for improving the value of and contribution by its human assets. The Company focuses on providing the employees motivating work environment and excellent career development opportunities. We continue to assess and improve our internal systems and processes to meet our on-going objectives of attracting, retaining and motivating talented staff, developing and enhancing employees? skill sets, and monitoring costs associated with running programs that contribute to our success.

None of the Employee of the Company is in receipt of any remuneration in excess of Rupees Sixty Lakhs per Annum or Rupees Five Lakhs Per Month except Salary to Director- Shri Harendra Singh- Rs. 15 Lakhs per month, Shri Hodal Singh- Rs. 7.25 Lakhs per month, Shri Girish Pal Singh- Rs. 7.25 Lakhs per month and Vijendra Singh- Rs. 7.25 Lakhs Per months.

Your Directors 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.            Issue of equity shares with differential rights as to dividend, voting or otherwise.

2.            Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3.            Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4.            There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

5.            The company has not accepted deposit as defined under the Companies Act, 2013

6.            There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Board of Directors wish to acknowledge the continued support and co-operation extended by the Ministry of Corporate Affairs and other government authorities, Bankers, material suppliers, customers and  other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts & dedicated efforts of all the employees of the Company.