Dear Shareholders,
Your Directors have the pleasure in presenting the 34th Annual Report on the
business and operations of the Company and the Audited Financial Statements of the Company
for the financial year ended March 31, 2022.
1. FINANCIAL HIGHLIGHTS
(Amount in Rs.)
Particulars |
2021-22 |
2020-21 |
Revenue from Operations |
35,70,000 |
59,16,000 |
Other Income |
1,03,81,690 |
5,19,813 |
Profit/(Loss) before Finance Cost, Depreciation & Amortization Expenses and Tax
Expenses |
16,45,254 |
9,96,303 |
Less : Finance Cost |
21,986 |
- |
Less : Depreciation & Amortization Expenses |
10,60,424 |
10,83,802 |
Profit/(loss) before tax |
5,62,844 |
(87,499) |
Less: Provision for Taxation |
2,97,721 |
- |
Profit/(loss) for the year |
2,65,123 |
(87,499) |
Add: Other Comprehensive Income (Net of Taxes) |
(4,66,750) |
48,605 |
Total Comprehensive Income (Net of Taxes) |
(2,01,627) |
(38,894) |
Balance brought forward from earlier years |
(7,67,13,904) |
(7,66,75,010) |
Balance carried to Balance Sheet |
(7,69,15,530) |
(7,67,13,904) |
2. OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY
During the year under review, your Company continued to let out part of its factory
sheds till October 31, 2021. During the financial year 2021-22, your Company posted a
total Income of ^1,39,51,690/- as against ^64,35,813/- in the financial year 2020-21. The
Company reported a profit of ^2,65,123/- (before other comprehensive income) during the
financial year 2021-22 as against loss of ^87,499/- (before other comprehensive income) in
the financial year 2020-21.
3. FUTURE OUTLOOK AND EXPANSION
During the year under review, your Board of Directors has announced to set-up a
Greenfield Project for the manufacturing of plywood and allied products, having a proposed
capacity of 18.9 million square meter per annum at Tindivanam, Tamil Nadu, with an
investment of approximately ^ 125 Crore.
4. DIVIDEND
Considering the losses (after other comprehensive income) incurred by the Company in
the current financial year and accumulated losses, your Directors have not recommended any
dividend for the financial year under review.
5. SUBSIDIARIES AND ITS PERFORMANCE
Your Company had no Subsidiaries, Joint Venture or Associate Company during the year
under review.
6. TRANSFER TO GENERAL RESERVE
In view of the losses (after other comprehensive income) during the financial year
ended March 31, 2022, no amount is proposed to be transferred to the General Reserve.
7. BOARD OF DIRECTORS
There was no change in the composition of Board of Directors of the Company during the
year under review.
None of the Directors of your Company are disqualified from being appointed as a
director under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Ramesh Kumar Haritwal (DIN: 01486666),
Managing Director & CEO of the Company, will retire by rotation at the ensuing Annual
General Meeting (AGM) and being eligible offers himself for re-appointment. The Board
recommends his re-appointment at the ensuing AGM.
For the financial year 2021-22, the Company had received declarations from all the
Independent Directors viz. Mr. Shalabh Jalan (DIN: 01089278) and Mr. Manojit Dash (DIN:
08960450) confirming that they meet the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the Independent Directors of the Company have complied with the requirement of
inclusion of their names in the data bank of Independent Directors maintained by Indian
Institute of Corporate Affairs.
Further, in the opinion of Board of Directors, the Independent Directors of the Company
appointed / re-appointed during the financial year 2021-22 are persons of integrity and
possess relevant expertise, experience and proficiency.
8. CHANGES IN SHARE CAPITAL
During the year under review, there was no change in the share capital of the Company.
9. CHANGE OF NAME OF THE COMPANY
During the year under review, the name of the Company has been changed from Himalaya
Granites Limited to "HG Industries Limited" and a fresh certificate of
incorporation was issued by Registrar of Companies, Chennai, dated July 02, 2021.
10. KEY MANAGERIAL PERSONNEL
The details of the Key Managerial Personnel of the Company are provided as under:
1. Mr. Ramesh Kumar Haritwal (Managing Director & CEO)
2. Mr. Jayasankar Ramalingam (Chief Financial Officer)
3. Mr. Hariom Pandey (Company Secretary)
During the financial year 2021-22, there was no change in the Key Managerial Personnel
of the Company.
11. MEETINGS OF THE BOARD
During the financial year 2021-22, Seven (7) meetings of the Board of Directors of the
Company were held on May 05, 2021, June 30, 2021, July 21, 2021, September 28, 2021,
November 13, 2021, December 13, 2021 and February 01, 2022. The composition of the Board
of Directors and their attendance at the Board Meetings held during the financial year
202122 are as below:
Name of the Directors and Director Identification Number [DIN] |
Category of Directorship |
No. of Board Meetings |
|
|
|
Held |
Attended |
Mr. Ramesh Kumar Haritwal [DIN: 01486666] |
Managing Director & CEO |
7 |
7 |
Ms. Mathangi Ramanujam [DIN: 07095686] |
Non-Executive Director |
7 |
7 |
Mr. Manojit Dash [DIN: 08960450] |
Non-Executive Independent Director |
7 |
7 |
Mr. Shalabh Jalan [DIN: 01089278] |
Non-Executive Independent Director |
7 |
7 |
Further, during the financial year 2021-22, a resolution was passed by the Board of
Directors through circulation on May 10, 2021 in compliance with the provisions of Section
175 and other applicable provisions of the Companies Act, 2013.
12. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 25
(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Independent Directors in their meeting held on February 01, 2022 have evaluated
the performance of Non-Independent Directors after considering the views of the Executive
and Non-Executive Directors, Board as a whole and assessed the quality, quantity and
timeliness of flow of information between the Company's Management and the Board. The
Nomination and Remuneration Committee has also carried out evaluation of performance of
every Director of the Company. Based on evaluation made by the Independent Directors and
the Nomination and Remuneration Committee and by way of individual and collective feedback
from the Non-Independent Directors, the Board had carried out the Annual Performance
Evaluation of the Directors individually as well as evaluation of the working of the Board
as a whole and Committees of the Board.
The criteria for evaluation are outlined below:
a. For Independent Directors:
- Knowledge and skills
- Professional conduct
- Duties, role and functions
- Compliance with Code of Business Ethics and Code of Conduct of the Company
- Rendering independent and unbiased opinion and judgements
- Attendance and active participation in meetings of Board and Committees of the Board
and Members of the Company
- Assistance in implementing corporate governance practices
- Updation of skills and knowledge
- Information regarding external environment
- Raising of concerns, if any, to the Board
- Study of agenda in depth prior to the Meeting
- Contribution towards the formulation and implementation of strategy for achieving the
goals of the Company
b. For Executive and Non-Executive Directors:
- Performance as Team Leader/Member
- Evaluating business opportunity and analysis of Risk Reward Scenarios
- Professional conduct and Integrity
- Sharing of Information with the Board
- Attendance and active participation in the Board and Committee of the Board and
Meetings of Members of the Company
- Whether difference of opinion was voiced in the meeting
- Whether Executive Directors were able to answer the queries raised by Independent
Directors
- Compliance with Code of Business Ethics and Code of Conduct of the Company
- Assistance in implementing corporate governance practices
- Independent view on key appointments and strategy formulation
- Review of integrity of financial information and risk management
- Updation of skills and knowledge
- Information regarding external environment
- Raising of concerns, if any, to the Board
- Assistance in formulation of statutory and non-statutory policies for the Company
- Ensures implementation of decisions of the Board
- Ensures compliance with applicable legal and regulatory requirements
- Alignment of Company's resources and budgets to the implementation of the
organization's strategic plan
- Creativity and innovations in creating new products
- Understanding of the business and products of the Company
c. For Committees of the Board:
- Adequate and appropriate written terms of reference
- Volume of business handled by the committee set at the right level?
- Whether the committees work in an 'inclusive' manner
- Effectiveness of the Board's Committees with respect to their role, composition and
their interaction with the Board
- Are the committees used to the best advantage in terms of management development,
effective decision, etc.
- Attendance and active participation of each member in the meetings
- Review of the action taken reports and follows up thereon
d. For Board of Directors as a whole:
- Setting of clear performance objectives and how well it has performed against them
- Contribution to the testing and development and strategy
- Contribution to ensuring robust and effective risk management
- Composition of the Board and its committees appropriate with the right mix of
knowledge and skills sufficient to maximize performance in the light of future strategy
- Effectiveness of inside and outside Board relationship
- Responding to the problems or crises that have emerged
- Relationship between Board and its Committees and between committees themselves
- Communication with employees and others
- Updation with latest developments in regulatory environments and the market in which
the Company operates
- Role and functioning of the Board on the matters pertaining to financial reporting
and internal controls
- Contribution of the Board for ensuring that the Company is adhere to the statutory
and regulatory compliances as applicable to the Company
The Directors expressed their satisfaction with the evaluation process.
13. AUDIT COMMITTEE
As on March 31, 2022, the Audit Committee of the Company comprises of three members
with two Independent Directors namely Mr. Manojit Dash [DIN: 08960450] (Chairman), Mr.
Shalabh Jalan [DIN: 01089278] (Member) and Mr. Ramesh Kumar Haritwal [DIN: 01486666]
(Member), Managing Director & CEO of the Company. The Committee, inter alia,
reviews the internal control system and report of Internal Auditors. The Committee also
reviews the Financial Statements before they are placed before the Board. The brief terms
of reference of the Committee and the details of the Committee meetings are provided
herein below:
Terms of References of Audit Committee are as follows:
Powers of Audit Committee:
1. To investigate any activity within its terms of reference;
2. To seek information required from any employee;
3. To obtain external, legal or other professional advice;
4. To secure attendance of outsiders with relevant expertise, if it considers
necessary.
Role of Audit Committee:
The role of the Audit Committee shall include the following:
1. Oversight of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of
the Company;
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors except those which are specifically prohibited;
4. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to:
i. Matters required to be included in the Director's Responsibility Statement to be
included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of
the Companies Act, 2013;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment by
management;
iv. Significant adjustments made in the financial statements arising out of audit
findings;
v. Compliance with listing and other legal requirements relating to financial
statements;
vi. Disclosure of any related party transactions;
vii. Modified opinion(s) in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission
to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of
audit process;
8. Approval or any subsequent modification of transactions of the Company with related
parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there
on;
15. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as postaudit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of Chief Financial Officer after assessing the
qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as may be referred to by the Board or mandated by
regulatory provisions from time to time;
21. Reviewing the utilization of loans and/or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans/advances/investments.
Review of information by Audit Committee:
1. The Audit Committee shall mandatory review the following information:
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the Audit
Committee), submitted by management;
c. Management letters / letters of internal control weaknesses issued by the statutory
auditors;
d. Internal audit reports relating to internal control weaknesses;
e. The appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the Audit Committee; and
f. Statement of deviations:
i) quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulations 32(1) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
ii) annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Meetings and attendance:
During the financial year 2021-22, five (5) meetings of the Audit Committee were held
on May 05, 2021, June 30, 2021, July 21,
2021, November 13, 2021 and February 01, 2022 and the attendance of the Committee
Members were as under:
Name of the Committee Members |
Category |
No. of Meetings |
|
|
|
Held |
Attended |
Mr. Manojit Dash |
Non-Executive -Independent Director |
5 |
5 |
Mr. Shalabh Jalan |
Non-Executive -Independent Director |
5 |
5 |
Mr. Ramesh Kumar Haritwal |
Executive- Non- Promoter Director |
5 |
5 |
Further, during the financial year 2021-22, two resolutions were passed by the Members
of the Audit Committee through circulation on December 13, 2021 in compliance with the
provisions of Section 175 and other applicable provisions of the Companies Act, 2013.
14. NOMINATION AND REMUNERATION COMMITTEE
As on March 31, 2022, the Nomination and Remuneration Committee of the Company
comprises of three members namely Mr. Manojit Dash [DIN: 08960450] (Chairman), Mr. Shalabh
Jalan [DIN: 01089278] (Member) and Ms. Mathangi Ramanujam [DIN: 07095686] (Member). The
brief terms of reference of the Committee and the details of the Committee meetings are
provided herein below:
Terms of Reference of Nomination and Remuneration Committee:
The Nomination and Remuneration Committee shall be responsible for, among other things,
as may be required by the Company from time to time, the following:
1. To formulate criteria for:
a. determining qualifications, positive attributes and independence of a director;
b. evaluation of independent directors and the Board of Directors.
2. To devise the following policies on:
a. remuneration including any compensation related payments of the directors, key
managerial personnel and other employees and recommend the same to the board of the
Company;
b. board diversity laying out an optimum mix of executive, independent and
non-independent directors keeping in mind the needs of the Company.
3. To identify persons who are qualified to:
a. become directors in accordance with the criteria laid down, and recommend to the
Board the appointment and removal of directors;
b. be appointed in senior management in accordance with the policies of the Company and
recommend their appointment or removal to the HR Department and to the Board.
4. To carry out evaluation of the performance of every director of the Company;
5. To specify the manner for effective evaluation of performance of Board, its
committees and individual directors to be carried out either by the Board, by the
Nomination and Remuneration Committee or by an independent external agency and review its
implementation and compliance;
6. To express opinion to the Board that a director possesses the requisite
qualification(s) for the practice of the profession in case the services to be rendered by
a director are of professional nature.
7. To carry out such other business as may be required by applicable law or delegated
by the Board or considered appropriate in view of the general terms of reference and the
purpose of the Nomination and Remuneration Committee.
8. To decide whether to extend or continue the term of appointment of the independent
director, on the basis of report of performance evaluation of independent directors;
9. To recommend to the board, all remuneration, in whatever form, payable to senior
management.
Meetings and attendance:
During the financial year 2021-22, three (3) meetings of the Nomination and
Remuneration Committee were held on May 05, 2021, September 28, 2021 and February 01, 2022
and the attendance of the Committee Members were as under:
Name of the Committee Members |
Category |
No. of Meetings |
|
|
|
Held |
Attended |
Mr. Manojit Dash |
Non-Executive -Independent Director |
3 |
3 |
Mr. Shalabh Jalan |
Non-Executive -Independent Director |
3 |
3 |
Ms. Mathangi Ramanujam |
Non-Executive -Director |
3 |
3 |
Summary on Remuneration Policy of the Company
The Board of Directors has adopted the Remuneration Policy on the recommendation of the
Nomination and Remuneration Committee in compliance with Section 178 of the Companies Act,
2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. This Policy applies to all the
"Executives" of the Company and is valid for all employment agreements entered
into after the approval of the Policy and for changes made to existing employment
agreements thereafter. In keeping with the provisions of Section 178, the remuneration
structure of the Company comprises of fixed remuneration (including fixed supplements),
performance- based remuneration (variable salary) pension schemes, where applicable, other
benefits in kind and severance payment, where applicable. Further, the Policy states that
the Non-Executive Directors and Independent Directors of the Company may receive
remuneration only by way of fee and reimbursement of expenses for participation in
meetings of the Board or Committee thereof and profit related commission, as may be
permissible by the applicable law. Additionally, the Policy also lays down the overall
selection criteria for the Executives of the Company which is based on broad heads such as
competencies, capabilities, compatibility, strong interpersonal skills, commitment among
others.
The latest policy is available on the website of the Company at
https://www.hgl.co.in/2019-20/Remuneration%20Policy.pdf
15. STAKEHOLDERS' RELATIONSHIP COMMITTEE
As on March 31, 2022, the Stakeholders' Relationship Committee of the Company consists
of two Independent Directors namely Mr. Shalabh Jalan [DIN: 01089278] (Chairman) and Mr.
Manojit Dash [DIN: 08960450] (Member) of the
Committee. The brief terms of reference of the Committee and the details of the
Committee meetings are provided herein below: Terms of Reference for the Stakeholders'
Relationship Committee:
i. To ensure proper and timely attendance and redressal of grievances of security
holders of the Company in relation to:
a. Transfer/transmission of shares,
b. Non-receipt of annual reports,
c. Non-receipt of declared dividends,
d. Issue of new/duplicate certificates,
e. General meetings,
f. All such complaints directly concerning the shareholders / investors as stakeholders
of the Company; and
g. Any such matters that may be considered necessary in relation to shareholders and
investors of the Company.
ii. Reviewing the measures taken for effective exercise of voting rights by
shareholders.
iii. Reviewing the adherence to the service standards adopted by the Company in respect
of various services being rendered by the Registrar and Share Transfer Agent.
iv. Reviewing the various measures and initiatives taken by the Company for reducing
the quantum of unclaimed dividend and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company.
v. Formulation of procedures in line with the statutory guidelines to ensure speedy
disposal of various requests received from the shareholders from time to time;
vi. To review and / or approve applications for transfer, transmission, transposition
and mutation of share certificates including issue of duplicate certificates and new
certificates on split / sub-division / consolidation / renewal and to deal with all
related matters;
vii. To review and approve requests of de-materialization and re-materialisation of
securities of the Company and such other related matters;
viii. Appointment and fixing of remuneration of RTA and overseeing their performance;
ix. Review the status of the litigation(s) filed by/against the security holders of the
Company;
x. Review the status of claims received for unclaimed shares;
xi. Recommending measures for overall improvement in the quality of investor services;
xii. Monitoring implementation and compliance with the Company's Code of Conduct for
Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading)
Regulations, 2015;
xiii. Review the impact of enactments/ amendments issued by the MCA/ SEBI and other
regulatory authorities on matters concerning the investors in general;
xiv. Such other matters as per the directions of the Board of Directors of the Company
and/ or as required under Regulation 20 read with Part D of Schedule II of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, from time
to time.
Meetings and attendance:
During the financial year 2021-22, one (1) meeting of Stakeholders' Relationship
Committee was held on February 01, 2022 and the attendance of Committee Members were as
under:
Name of the Committee members |
Category |
No. of meetings |
|
|
|
Held |
Attended |
Mr. Shalabh Jalan |
Non-executive -Independent Director |
1 |
1 |
Mr. Manojit Dash |
Non-executive -Independent Director |
1 |
1 |
The table below gives the number of Shareholders Complaints received, resolved and
pending during the financial year 2021-22.
Number of Complaints:
Received |
Resolved |
Pending |
Nil |
Nil |
Nil |
16. COMMITTEE OF INDEPENDENT DIRECTORS
During the financial year 2021-22, your company had constituted a Committee of
Independent Directors as required under the provisions of Regulation 26 of Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, pursuant to the open offer by Greenlam Industries Limited, for the acquisition of
11,62,602 Equity Shares of the Company. The Committee was constituted on September 28,
2021 by the Board of Directors, comprising both the Independent Directors of the Company.
The Composition of the Committee of Independent Directors was as follows:
Name of the Committee members |
Category |
Mr. Shalabh Jalan, [DIN: 01089278] |
Non-executive -Independent Director |
Mr. Manojit Dash, [DIN: 08960450] |
Non-executive -Independent Director |
During the year under review, one (1) meeting of the Committee of Independent Directors
was held on October 23, 2021, where both the Independent Directors of the Company were
present.
Further, the Committee of Independent Directors, was dissolved on February 01, 2022,
post completion of the open offer by Greenlam Industries Limited.
17. INDEPENDENT DIRECTORS AND THEIR MEETING
As on March 31, 2022 there were two (2) Independent Directors of the Company as per
following details:
1. Mr. Shalabh Jalan, [DIN: 01089278]
2. Mr. Manojit Dash, [DIN: 08960450]
During the year under review, one (1) meeting of the Independent Directors was held on
February 01, 2022, where both the Independent Directors of the Company were present.
18. VIGIL MECHANISM
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has framed a 'Whistle Blower Policy' to establish Vigil Mechanism for Directors and
employees of the Company to report genuine concerns. The Policy is revised from time to
time to align it with applicable regulations or organisations suitability. The latest
policy is available on the website of the Company at
https://hgl.co.in/2019-20/Vigil%20Mechanism%20Policy.pdf. This Policy provides a process
to disclose information, confidentially and without fear of reprisal or victimization,
where there is reason to believe that there has been serious malpractice, fraud,
impropriety, abuse or wrong doing within the Company. The Company ensures that no
personnel have been denied access to the Chairperson of the Audit Committee.
19. RISK MANAGEMENT
The Company takes necessary steps to identify, assess, monitor and mitigate various
risks to its key business objectives. Major risks as identified by the business and
functions would be systematically addressed through mitigating actions on a continuous
basis.
20. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS
The Directors had laid down internal financial controls procedures to be followed by
the Company which ensure compliance with various policies, practices and statutes. The
Audit Committee of the Board, from time to time, evaluated the internal financial control
of the Company with regard to the following-
1. Systems have been laid to ensure that all transactions are executed in accordance
with management's general and specific authorization. There are well-laid manuals for such
general or specific authorization.
2. Systems and procedures exist to ensure that all transactions are recorded as
necessary to permit preparation of Financial Statements in conformity with Generally
Accepted Accounting Principles or any other criteria applicable to such statements, and to
maintain accountability for aspects and the timely preparation of reliable financial
information.
3. Access to assets is permitted only in accordance with management's general and
specific authorization. No assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment or except as specifically
permitted.
4. The existing assets of the Company are verified/checked at reasonable intervals and
appropriate action is taken with respect to differences, if any.
5. Proper systems are in place for prevention and detection of frauds and errors and
for ensuring adherence to the Company's policies.
21. CORPORATE SOCIAL RESPONSIBILITY
During the year under review, the compliance under Section 135 of the Companies Act,
2013 was not applicable to the Company. Further, considering the financial position and
other factors, your Company could not take any initiative in this regard.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Related party transactions that were entered into during the financial year 2021-22,
were on arm's length basis and in the ordinary course of business. The particulars of
material related party transactions which were entered into on arm's length basis are
provided in Form AOC- 2 as required under Section 134(3)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 which is annexed herewith as
"Annexure-I". There are no materially significant related party
transactions made by the Company which may have potential conflict with the interest of
the Company.
23. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of Section 134(3)(c) read with 134(5) of the Companies Act,
2013, the Directors state that:
a) In preparation of the annual accounts for the financial year ended March 31, 2022,
the applicable Indian Accounting Standards have been followed along with proper
explanation relating to material departures;
b) The Directors have selected such Accounting Policies as listed in the Financial
Statements and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year as on March 31, 2022 and of the profit / loss of
the Company for that period;
c) The Directors have taken proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively;
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
24. MATERIAL CHANGES
During the year under review, the shareholders vide special resolutions passed through
postal ballot on June 10, 2021, approved:
A. To change the name of the Company from Himalaya Granites Limited to HG Industries
Limited.
B. To change the main object clause of the Memorandum of Association of the Company.
Further, Greenlam Industries Limited had acquired 34,70,966 equity shares aggregating
to 74.91% of the equity share capital of the Company during the year under review.
Consequently, the Company became a subsidiary of Greenlam Industries Limited w.e.f.
December 03, 2021.
The Company at its Board Meeting held on December 13, 2021 passed a resolution for the
shifting of its Registered Office from the State of Tamil Nadu to National Capital
Territory ('NCT') of Delhi subjected to the approval of shareholders. Subsequently, the
aforesaid matter was approved by the shareholders by passing a special resolution vide
postal ballot on January 21, 2022. The Company has filed the requisites forms, inter
alia, e-Form INC-23 for the approval of the Regional Director (Southern Region) and
the same is pending for approval.
Further, your Board of Directors on December 13, 2021 announced to set-up a greenfield
project for the manufacturing of plywood and allied products, having a proposed capacity
of 18.9 million square meter per annum at Tindivanam, Tamil Nadu.
Further, there have been no material changes and commitments affecting the financial
position of the Company since the close of financial year ended March 31, 2022 and to the
date of this report.
25. CHANGE IN THE NATURE OF BUSINESS
During the year under review, the Company has deleted all the activities related to the
business of 'granites and monuments' from main object clause of the Memorandum of
Association of the Company and included the business of manufacturing, marketing and
trading of paper based, wood based and plastic based products of all kinds and
descriptions including plywood, laminates, decorative veneers, door sets, flooring etc. in
its main objects pursuant to Special Resolution passed by the Members of the Company
through Postal Ballot on June 10, 2021.
26. ALTERATION IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY
The Company has amended its Memorandum of Association ('MOA') pursuant to Special
Resolutions passed by the members of the Company by way of Postal Ballot on June 10, 2021,
with respect to the following:
A. Change in main object clause of the MOA:
i. The Alteration of existing clause III(A) of the Memorandum of Association
("MOA") of the Company by replacing the existing sub clauses 1 to 6 of Clause
III(A) of MOA with the new clause including the new business activities pertaining to the
business of manufacturing, marketing and trading of paper based, wood based and plastic
based products of all kinds and descriptions including plywood, laminates, decorative
veneers, door sets, flooring etc.
ii. The existing sub clauses 7 and 8 of Clause III(A) of MOA be and are hereby
renumbered as sub clauses 2 and 3 respectively.
B. Change in name clause of the MOA:
To change the name of the Company from Himalaya Granites Limited to HG Industries
Limited.
Further, the Members of the Company have passed a Special Resolution for shifting of
the Registered Office of the Company from the State of Tamil Nadu to National Capital
Territory of Delhi by way of Postal Ballot on January 21, 2022.
27. PUBLIC DEPOSITS
The Company did not invite or accept any deposits from the public in terms of Chapter V
of the Companies Act, 2013, during the period under review.
28. LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code
No. 513723. The Company confirms that the annual listing fees to the stock exchange for
the financial year 2022-23 have been duly paid.
29. INSURANCE
The Company's properties, including building, plant, machineries and stocks, among
others are adequately insured against risks.
30. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans granted, Guarantees given and Investments made, if any, during the
year under review, covered under the provisions of Section 186 of the Companies Act, 2013
are given in the Financial Statement of the Company forming part of this Annual Report.
31. AUDITORS AND THEIR REPORT
(a) Statutory Auditors:
The Members of the Company at the 31st Annual General Meeting (AGM) held on
September 27, 2019, have approved the appointment of M/s. S. P. Shaw & Co., Chartered
Accountants (ICAI Firm Registration No. 314229E), as the Statutory Auditors of the Company
pursuant to Section 139 of the Companies Act, 2013 for a term of 5 years from the
conclusion of 31st AGM till the conclusion of 36th AGM to be held in
financial year 2024-25.
The Statutory Auditors' Report on the Financial Statements of the Company for the
financial year ended March 31, 2022 forms part of this Annual report.
(b) Secretarial Auditors:
The Board of Directors of the Company at their meeting held on November 13, 2021
appointed Mr. Dilip Kumar Sarawagi, Practicing Company Secretary, Proprietor of M/s. DKS
& Co., (ICSI Firm Registration No. S1990WB007300), having office at 173, M.G. Road, 1st
Floor, Kolkata-700007, for conducting the Secretarial Audit of the Company for the
financial year 2021
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2022
is annexed herewith as "Annexure- II".
(c) Cost Auditors:
Your Company was not required to appoint Cost Auditor for the financial year ended
March 31, 2022. Further, pursuant to sub-section (1) of Section 148 of the Companies Act,
2013, the maintenance of Cost Records as specified by the Central Government is not
required by the Company and accordingly such accounts and records are not made and
maintained by the Company.
(d) Internal Auditors:
The Board of Directors has appointed M/s. AS & Associates, Cost Accountants, as the
Internal Auditors of the Company to carry out internal audit of the Company. The Audit
Committee periodically reviews the Internal Audit Report.
32. RESPONSE TO AUDITORS' REMARKS
There is no qualification, reservation, adverse remark or disclaimer by the Statutory
Auditors or by the Secretarial Auditors in their Statutory Audit Report and Secretarial
Audit Report, respectively and hence, no explanation or comments of the Board is required
in this matter.
33. ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act') Annual Return for
previous financial years and draft Annual Return for the Financial Year 2021-22 to be
filed with the Registrar pursuant to Rule 12 (1) of the Companies (Management and
Administration) Rules, 2014 is available on website of the Company at
https://hgl.co.in/annualreturn.php
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company's operations for part of the year pertains to renting activities,
your Company has no such scope relating to conservation of energy and technology
absorption as stipulated in Rule 8(3) of Companies (Accounts) Rules, 2014. There has been
no Technology absorption by the Company during last three financial years. Further, there
was no Foreign Exchange Earnings and outgo during the year under review.
35. PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed herewith as "Annexure-III".
36. FRAUD REPORTING
There was no fraud reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013, to the Audit Committee or the Board of Directors during the year
under review.
37. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE AND DISCLOSURES UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Pursuant to the requirement under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been duly
constituted by the Company and the composition of the same is disclosed in the Anti-Sexual
Harassment Policy which is posted on the website of the Company under the link
https://hgl.co.in/policies.php.
Further, no complaint was filed under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 during the year under review.
38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS/
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
During the period under review, there were no significant and material orders passed by
any regulators / court / tribunal impacting the going concern status and the Company's
operations in future.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year 2021-22, pursuant
to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given
as a separate statement in the Annual Report.
40. NON-APPLICABILITY OF CORPORATE GOVERNANCE REPORT AS PER THE SECURITIES AND EXCHANGE
BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The compliance with the provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding Corporate
Governance Report, is not mandatory to your Company presently. In view of the same, the
Corporate Governance Report is not provided in the Annual Report.
41. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT
(a) Aggregate number of shareholders and the outstanding shares in the suspense account
lying at the beginning of the year: Nil
(b) Number of shareholders who approached the Company for transfer of shares from
suspense account during the year: Nil
(c) Number of shareholders to whom shares were transferred from suspense account during
the year: Nil
(d) Aggregate number of shareholders and the outstanding shares in the suspense account
lying at the end of the year: Nil
(e) The voting rights on these shares shall remain frozen till the rightful owner of
such shares claims the shares: Not applicable.
42. DISCLOSURE REGARDING COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Company has complied with all the mandatorily applicable Secretarial Standards
issued by The Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.
43. ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks and appreciation to financial
institutions, vendors, clients, investors, Central Government, State Governments, other
regulatory authorities and other stakeholders for their continuing support and
Co-operation.
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