The Board of Directors of HEC Infra Projects Limited [("the Company") feel amiable in presenting 19th Annual Report of the Company covering the highlights of the finances, business, and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone) prepared in compliance with Ind AS accounting standards, for the financial year ended March 31, 2024.
1. FINANCIAL PERFORMANCE:
The Company's financial performance for the year under review along with previous year figures is given hereunder:
(RS. in Lakhs Except per Share data)
|
|
|
Particulars
|
March 31,2024
|
March 31,2023
|
|
Revenue from Operations
|
7378.95
|
5173.39
|
|
Other Income
|
334.84
|
134.20
|
|
Total Revenue
|
7713.79
|
5307.59
|
|
Profit before Interest, Depreciation , Extraordinary items & tax expense
|
860.73
|
465.02
|
|
Less: Interest
|
182.23
|
322.68
|
|
Depreciation
|
16.64
|
22.04
|
|
Extraordinary Items
|
0
|
0
|
|
Profit before Exceptional item & tax
|
661.86
|
120.30
|
|
Exceptional Item
|
0
|
0
|
|
Profit before Tax
|
661.86
|
120.30
|
|
Current Tax
|
189.72
|
38.50
|
|
Deferred Tax
|
0.50
|
0.23
|
|
Taxation in respect of earlier year
|
0
|
2.74
|
|
Net Profit after tax
|
471.64
|
78.83
|
|
Other comprehensive income
|
0
|
0
|
|
EPS: Basic
|
4.65
|
0.78
|
|
Diluted
|
4.65
|
0.78
|
Note: Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure. The financial statements for the financial year 2023-24 of the company are prepared in accordance with relevant Indian Accounting Standards(Ind-AS) issued by the Institute of Chartered Accountants of India and form part of this Annual Report as notified by the Companies Act,2013 read with Companies (Accounts) Rules,2014 and other relevant provisions of the Act and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations,2015 ("The SEBI Listing Regulations").
2. STATE OF AFFAIRS /COMPANY'S PERFORMANCE:
The Company has earned revenue from operation of R 7378.94 Lacs during the year ended on March 31,2024 as against R 5173.39 Lacs earned during the previous year ended on March 31,2023 with the increase of 42.63%. The Company has also earned other income of R 334.84 Lacs during the year ended on March 31,2024 as against R 134.20 Lacs earned during the previous year March 31,2023 with the increase of 149.50%.
The Company earned Profit Before Tax (PBT) of R 661.86 Lacs and Profit After Tax (PAT) of R 471.64 Lacs during the year ended on March 31, 2024 as compared to previous year ended on March 31, 2023 of R 120.30 Lacs and R 78.83 Lacs showing rise of 450.17% and 49.83% respectively. During the year under review, there has been no change in the nature of the business of the Company which has an impact on the affairs of the company. For the further details on Company's performance, operations and strategies for growth, please refer to Management Discussion and Analysis section which forms a part of this Annual report.
3. TRANSFER TO RESERVES AND SURPLUS:
During the year under review 2023-2024 , the company has transferred Rs. 471.64 lakhs to the reserves and surplus account during the financial year ended March 31,2024.
4. DIVIDEND:
The constant efforts add to the growth potential and improve upon previously set benchmarks add to the strong foundation and work ethos of the company. Keeping in view the growth prospects of the company the board of your company has not recommended any dividend for the financial year ended March 31,2024. Since there was no unpaid/unclaimed dividend during the year under review, the Company is not required to transfer any amount to the Investor education and protection fund (IEPF) as required under the provision of Section 125 of the Companies Act,2013.
There was no amount liable or due to be transferred to Investor Education and Protection func( IEPF) during the financial year ended March 31,2024.
As per the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015("SEBI Listing Regulations"), your company has formulated a Dividend Distribution policy is as follows : hecprojects.in/i/wp-content/ uploads/2024/06/Dividend_Distribution_Policy.pdf
5. CHANGE IN THE NATURE OF BUSINESS:
The Company is engaged in the business of Electrical and Electro-mechanical projects. During the year under review 2023-24, there has been no change in the nature of business of the Company.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the financial year 2023-24 under review, there are no such material changes and commitments affecting the financial position of the Company, which has occurred during the year.
Further there are no material changes or commitments occurred subsequent to the year end and upto the date of the Directors Report.
The company will continue to closely monitor any material changes to future economic conditions.
There is no occasion whereby the Company has either revised or required to revise the Financial statement or the Board's report of the Company for any period prior to Financial year 2023-24. Hence, no specific details are required to be given or provided.
7. SHARE CAPITAL STRUCTURE:
During the financial year 2023-24 under review, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increase to Rs. 10,13,81,600/- divided in to 1,01,38,160 Ordinary Shares of Rs. 10/- each.
8. CREDIT RATING :
During the Financial year 2023-24 under review, the Company has neither issued nor required to obtain credit rating of its securities. As such, no specific details are required to be given or provided.
9. DISCLOSURE REGARDING SHARES:
The Company has not issued any Sweat Equity, Bonus Shares, ESOPS, equity shares with differential rights and also not bought back any of its securities during the year under review.
10. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31,2024, The Board of Directors comprises of six(6) directors which include three(3) executive directors, three(3) Independent Directors. The overall composition of Board of Directors include one women director. As on the date of this report, the Board of the company constitutes of the following Directors:
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Name of Directors
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Category & Designation
|
|
Mr. Gaurang Shah
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Managing Director
|
|
Mrs. Rupal Shah
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Executive Director
|
|
Mr. Rahul Shah
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Executive Director
|
|
Mrs. Neetu Jalan
|
Non-Executive Independent Director
|
|
Mrs. Dipika Soni
|
Non-Executive Independent Director
|
|
Mrs. Raina Singh
|
Non-Executive Independent Director
|
Further during the year under review and pursuant to the applicable provisions of the Companies Act,2013, the Board of Directors of the company on recommendation of the Nomination and Remuneration committee of the Board consented to reappoint Mrs. Rupal Shah (DIN: 01756092) and also to re-appoint Mr. Rahul Shah (DIN: 06862697) who retires by rotation and being eligible so offered for re-appointment. A brief resume and other details of the above directors seeking re-appointment
are provided in the Notice of Annual General meeting.
Further on April 24,2023 Mr. Asit Ramniklal Shah(DIN:05285162) and Mr. Nipam Chandrakant Shah (DIN:08808329) stepped down from the position of Non-Executive Independent Director and Mrs. Neetu Jalan(08719470) and Mrs. Dipika Soni (DIN:08846908) were appointed in the board meeting held on April 24,2023 and the same were regularized in the Extraordinary General meeting held by the company on July 24,2023. Whereas, Mrs.Raina Singh(DIN:09637543) was appointed as the Additional Director (Independent) w.e.f August 24,2023 and she was regularized in the 18th Annual General meeting. Mr. Yogesh Shah(DIN:06971596) resigned on August 24,2023.
During the year under review, there was a change in the Key Managerial Personnel(KMP) of the Company. In accordance with the provisions, as on March 31,2024 following are the Key Managerial Personnel of the Company:
• Mr. Gaurang Shah-Managing Director
• Mr. Arvindkumar Patel*-Chief Financial Officer
• Ms. Khushi Bhatt-Company Secretary
• Mr.Pannalal Surti ceased from the position of Chief financial officer from 1st January 2024 and Mr.Arvindkumar Patel was appointed from 4th January 2024 as the Chief financial officer of the company.
11. DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:
The Independent directors of the company have given declarations that they meet the criteria of the independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing regulations. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Independent Directors have been registered and are members of the Independent Directors Databank maintained by Indian Institute of Corporate Affairs. None of the Independent directors are liable to retire by rotation.
According to the Rule 6 of the Companies(Appointment and Qualification of Directors)Rules,2014,as amended, the names of all the Independent directors of the company have been included in the data bank maintained by the Indian Institute of Corporate Affairs. The Independent Directors are fully kept informed of the Company's business activities. A separate meeting of Independent Directors were held on March 14,2024. All the Independent directors were present in the meeting.
12. MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the company have met 08 (eight) times during the year viz (1)24th April 2023,(2) 27th May 2023, (3) 7th July 2023, (4) 11th August 2023, (5) 2nd September 2023, (6) 10th November 2023, (7) 4th January 2024 and (8) 12th February 2024. The details of the Board meetings are provided in the Corporate Governance report forming part of this Annual report.
13. COMMITTES OF THE BOARD:
The Board has established the following committees:
1. Audit committee
2. Nomination and remuneration committee
3. Stakeholders relationship committee
4. Corporate Social responsibility committee*
*The company is required to form the Corporate social responsibility committee thus the same is in formation but no mandatory expenditure during the year on corporate social responsibility is envisafed as per Section 135 of the Act.
The compositions of the committees as on March 31,2024 are as detailed below:
|
Sr.No.
|
Name of committee members
|
Audit committee
|
Nomination & remuneration committee
|
Stakeholders relationship committee
|
1.
|
Mrs. Dipika P Soni
|
Chairperson
|
Chairperson
|
Chairperson
|
2.
|
Mrs. Raina Singh
|
Member
|
Member
|
Member
|
3.
|
Mrs. Neetu Jalan
|
|
Member
|
|
4.
|
Mr. Gaurang P. Shah
|
Member
|
--
|
Member
|
The detailed disclosures of all the committees of the Board of Directors are provided in the Corporate Governance report forming part of this Annual report.
There is no occasion wherein the Board of Directors of the company has not accepted any recommendations of the Audit committee of the company during the financial year 2023-24. As such, no specific details are required to be given or provided.
14. FAMILIARIZATION PROGRAMMEE FOR INDEPENDENT DIRECTORS:
All Independent Directors are familiarized with the operation and functioning of the Company. The details of the familiarization program are provided in the Corporate Governance Report and the same is also available on the website of the company
https://hecproiects.in/wp-content/uploads/2024/05/Familiarization-Programme IDS-2023-24.pdf
15. ANNUAL PERFORMANCE EVALUATION:
The Company has in place a criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include performance evaluation of the non-executive directors and executive directors.
Pursuant to the provisions of Section 134(3)(p), 149 (8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. In terms of the framework of the Board Performance evaluation, the Nomination and Remuneration committee and the Board of Directors have carried out an annual performance evaluation of the performance of its own performance, Committee and Individual Directors.
The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters such as Board composition and structure, effectiveness of the Board, participation at the meetings, awareness, observance of governance and quality of contribution etc.
The performance of the Board was evaluated after seeking inputs from all the directors on the basis such as knowledge and skills, professional conduct, duties, roles and function, effectiveness etc. Further board opined that the Independent directors of the company appointed during the year has requisite intergrity, expertise and experience.
16. APPOINTMENT AND REMUNERATION POLICY:
Pursuant to provisions of Section 178 of the Companies Act,2013 and Regulation 19 of listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of Directors and Key Managerial Personnel.
The detailed features of Remuneration Policy are stated in the Report on Corporate Governance forming part of this Annual Report.
17. PARTICULARS OF EMPLOYEES:
During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosure pertaining to Remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rule, 2014 is attached as Annexure- I.
18. DIRECTOR'S RESPONSIBILITY STATEMENT:
During the year under review 2023-24, the audited financial statements of the Company for the year under review are in conformity with the requirements of the Act read with the rules made thereunder and the Accounting Standards. To the best of the knowledge and ability, the Board of Directors makes the following statements in terms of Section 134 (5) of the Companies Act, 2013:
• in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards have been followed and there are no material departures from the same
• 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 March 31,2024 and of the Profit & Loss of the Company for financial year ended March 31,2024
• they have taken proper and sufficient care for the 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
• they have prepared the annual accounts on a 'going concern' basis
• they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively
• they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
19. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE:
During the year under review, no company has become or ceased to be subsidiary, ioint venture or associate of the Company.
20. DEPOSITS:
During the year under review, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the companies (Acceptance of Deposits) Rules, 2014.
Pursuant to Rule 2 (1) ( c ) ( viii ) of Companies ( Acceptance of Deposit ) Rules, 2014 an aggregate amount of deposit taken from the Directors is ^ 2382.70 Lac.
There is inter-corporate deposit of R 10 lacs.
The Directors have given a declaration stating that the amount deposited is out of own funds and not by way of borrowings from others.
21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED:
During the year under review, the particulars of any loan, investments, guarantee or Security for the loans availed by others, pursuant to provision of Section 186 of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014 are given under notes to the Financial statements, which forms part of this Annual report. The loans given, investments made, guarantees given or security provided are for business purpose. No guarantee or security is provided for loan availed by others.
22. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:
During the financial year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on arms' length basis. The details of contracts and arrangements with Related Parties of your Company for the financial year ended March 31,2024 are given in notes to the Financial Statements, forming part of this Annual Report.
All related party transactions have been approved by the Audit Committee and the Board of Directors of your Company and are reviewed by them on periodic basis. Omnibus approvals were taken for all transactions entered in to by the company with related parties. The details regarding material related party transactions in form AOC - 2 is disclosed During the year the policy is not changed and uploaded on the Company's website.The Company's Policy on Related Party Transactions is available on your Company's website https://hecproiects.in/wp-content/uploads/2021/05/6-Related-Partv-Transaction-Policv.pdf.
23. CORPORATE SOCIAL RESPONSIBILITY(CSR) :
The Company is not covered under the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility Committee. Up till now, the company was not required to have a CSR committee, but now the company is in process of constituting the committee.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts), 2014 are not applicable to HEC Infra Projects Limited ("the company") are either nil or not applicable. The details regarding foreign exchange earnings and expenditure, if any, is specified in the notes to the Balance Sheet.
25. RISK MANAGEMENT:
In terms of the provisions of Regulation 17 of the Listing Regulations, your company has established a well-defined risk management policy to ensure that risk to the Company's continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management. The Policy is available for at the Website of the Company https://hecproiects.in/wp-content/ uploads/2021/05/7-Risk-Management-Policy.pdf
26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provision of Section 177(9) of the Companies Act, 2013 read with Rule 7 of Companies (Meeting of Board and its Power) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a vigil mechanism/ Whistle Blower Policy for directors and employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct.
The company affirms that no employee has been denied access to the Audit committee.
The details of the Whistle Blower Policy/ Vigil Mechanism are explained in the Corporate Governance Report and also posted on the Company's website at https://hecproiects.in/wp-content/uploads/2023/06/Whistle-blower-and-vigil-mechanisam.pdf
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.
28. AUDITORS AND AUDITOR'S REPORT:A) STATUTORY AUDITOR AND THEIR REPORTS:
In compliance with the provisions of the Companies(Audit and Auditors)Rules,2014,
In accordance with Section 139 of the Companies Act,2013 and rules made thereunder M/S Paresh Thothawala & Co., Chartered Accountants (FRN: 114777W), Ahmedabad, were appointed as statutory auditors of the company at 18th Annual General Meeting of the Company to hold office for the term of 5 years i.e.until the conclusion of 23rd Annual General meeting.
The Auditor's report for financial year 2023-24 served is enclosed with the financial statements in this Annual report and there are no qualification, reservation or adverse remark or disclaimers made by statutory auditor in their Audit report.
During the year under review,
The auditor's report does not contain any reservation, qualification, disclaimer or adverse remark.
The Statutory Auditor has not reported any incident of fraud to the Audit committee or the Board of Directors under Section 143(12) of the Act.
B) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Board of Directors of the Company, in compliance with the provisions of Section 204 of the Companies Act, 2013, and rules made in this behalf, appointed M/s. Jalan Alkesh & Associates, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the financial year 2023-24. The Report of Secretarial Auditor is annexed to this Report as Annexure-II.
The Secretarial audit report does not contain any qualification, reservation, disclaimer or adverse remarks.
As per Regulation 24A in SEBI(LODR)regulations,the Annual Secretarial compliance certificate is posted in the website of the company https://hecproiects.in/wp-content/uploads/2024/05/asc31032024.pdf
C) INTERNAL AUDITOR/INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
In accordance with the provisions of section 138 of the Companies Act, 2013 and rules framed there under, your company had appointed M/S Virendra J Sutaria & Co., as the internal auditor of the company w.e.f February 4,2023.Whereas, M/S Virendra J Sutaria & Co. tendered his resignation on July 6,2023 and on July 7,2023 M/S Shah Shah & Co.(Mr.Rushin Shah) as the Internal auditor of the company w.e.f July 07,2023.
None of the Auditors of the company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
The company ensures reliability in conducting its business, precision and comprehensiveness in maintaining accounting records and anticipation and detection of frauds and errors. There are no adverse remarks or qualification on accounts of the Company marked by the Internal auditor. The Internal Auditors team carries out the extensive Audits throughout the year across all the functional area and submit its report to the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required.
D) COST AUDITOR:
As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section are not applicable, hence your company need not required to appoint Cost Auditor for the financial year 2023-24.
29. EXPLANATION IN RESPONSE TO AUDITOR'S QUALIFICATIONS:
The Audit report submitted by the Statutory Auditors and Secretarial auditors for the financial year 2023-24 do not contain any qualification or adverse remarks. The observations made by all the Auditors in their respective report/s are self-explanatory and as such, do not call for any explanations.
30. SECRETARIAL STANDARD:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the 'Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.
31. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CQDE.2016 (IBC):
During the Financial year 2023-24 no application made or any proceedings are pending under the Insolvency and Bankruptcy Code.2016 (IBC).
32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS/FINANCIAL INSTITUTIONS:
During the financial year 2023-24 under review, there has been no One time settlement('OTS') of the loans taken from Banks and Financial institutions.
33. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
During the financial year 2023-24 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such no specific details are required to be given or provided.
34. ANNUAL RETURN:
Pursuant to the Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 The Annual Return of the Company in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at i.e. https://hecproiects.in/wp-content/ uploads/2023/05/mgt-7-fresh.pdf
35.OTHER DISCLOSURES:• INDUSTRIAL RELATIONS:
The Relations between the employees and management have remained cordial and harmonious during the year under review.
The Company is dedicated to enhance and retain top talent through superior learning and organizational development as this is the pillar to support the Company's growth and sustain ability in the future. The Company takes pride in the commitment, competence and dedication shown by its employees. The Company is dedicated to enhance and retain the top talent through superior learning and organizational development, as this being the pillar to support the Company's growth and sustainability in the future.
• HEALTH AND SAFETY:
The operations of the company are conducted in such way that it ensures safety of all concerned and a pleasant working environment.
• CERTIFICATE BY THE CFO OF THE COMPANY:
Pursuant to the Regulation 17(8) of SEBI(LODR)Regulations,2015the certificate as per Part B of Schedule II is annexed.
• COMPANY'S POLICY ON DIRECTOR'S, KMP'S & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES,INDEPENDENCE ETC:
The Company has formulated and adopted the Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy of the Company, inter alia, provides the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, Positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy is also available on the website of the Company www.hecprojects.in.
• SEGMENT REPORTING:
The Company is engaged in the EPC Electro-Mechanical Project Business as an only reportable segment in accordance with Accounting Standard on Segment Reporting AS-17.
36. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:• STATEMENT OF DEVIATIONS & VARIATIONS:
In compliance to the Regulations 32(8) of Listing regulations, there has been no deviations/variation in the utilization of the fund raised from the Initial Public officer as disclosed in the Company's prospectus for the period ended March 31,2024 as it is utilized fully for the purpose for which funds was raised.
• MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Schedule V (B) and (C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 stipulated under Regulation 34, "Management Discussion and Analysis Report" as well as "Corporate Governance Report", is attached as a separate section forming part of this Annual Report.
• LISTING OF SHARES:
The equity shares of the Company have been listed and actively traded on the National Stock Exchange (Capital Market Segment-Main Board) effective December 30,2021. There was no occasion wherein the equity shares of the Company have been suspended for the trading during the financial year 2023-24.
• CORPORATE GOVERNANCE:
Your company continue to imbibe and emulate the best corporate governance practices aimed at building trust among the stakeholders. Your company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. In compliance with Regulations 17 to 22 and Regulation 34 of the Listing regulations, a separate report on Corporate governance is enclosed as Annexure and forms part of the Director's report.
37.OTHER MATTERS:• DEMATERIALIZATION OF THE SHARES:
As on March 31,2024, the entire 100% issued, subscribed and paid up share capital 10138160 equity shares of the Company were held in dematerialized form through depositories National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
• PAYMENT OF LISTING AND DEPOSITORIES FEES:
The Company has duly paid the requisite annual listing fees for the Financial year 2023-24 and 2024-25 to the National Stock Exchange of India Limited (NSE). The Company has also paid the requisite annual custodian and other fees for the Financial year 2023-24 to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
• BUSINESS RESPONSIBILITY REPORT:
The business responsibility report under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations,2015 is not applicable to the Company for the year under review ended March 31,2024. Therefore, there is no requirement to submit a separate report by the company.
• CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:
The Board of directors are pleased to report that the Company has complied with all the code/(s) and policies and are available on the Company's website which are as follows:
a) Code of conduct - https://hecproiects.in/wp-content/uploads/2021/05/1-Code-of-Conduct.pdf
b) Remuneration Policy- https://hecproiects.in/wp-content/uploads/2021/05/5-Remuneration-Policv.pdf
c) Related Party Transaction policy - https://hecproiects.in/wp-content/uploads/2021/05/6-Related-Party-Transaction-
Policy.pdf
d) Code of Conduct to Regulate, Monitor and Reporting of Trading by Insiders- https://hecproiects.in/wp-content/ uploads/2021/05/4-Insider-Trading-Code.pdf
e) Whistle Blower Policy- https://hecproiects.in/wp-content/uploads/2023/06/Whistle-blower-and-vigil-mechanisam.pdf
f) Risk Management Policy- https://hecproiects.in/wp-content/uploads/2021/05/7-Risk-Management-Policv.pdf
g) Code of Conduct and procedure for fair disclosure of unpublished price sensitive information- https://hecproiects.in/wp-content/uploads/2021/05/8-Code-of-Practices-and-Procedures-for-fair-disclosure-of-Unpublished-Price-Sensitive-Information.pdf
h) Policy of preservation of documents- https://hecproiects.in/wp-content/uploads/2021/05/9-Policy-for-Preservation-of-Documents.pdf
i) Archival Policy- https://hecproiects.in/wp-content/uploads/2021/05/10-Archival-Policy.pdf
j) Policy on determination of materiality of event or information- https://hecproiects.in/wp-content/uploads/2024/06/ Policy-for-Materiality-of-Events-.pdf
k) Contact details of officials under Regulation 30 of SEBI(LODR) Regulations- https://hecproiects.in/wp-content/ uploads/2024/06/Contact-details-of-officials-under-Regulation-30.pdf
l) Terms and conditions of appointment of Independent directors- https://hecproiects.in/wp-content/uploads/2023/08/ NEW-Terms-and-Condition-of-Independent-Director.pdf
m) Familiarization program- https://hecproiec 24.pdf
n) Anti-Harassment policy- https://hecproiects.in/wp-content/uploads/2021/05/14-Anti-Harassment-Policy.pdf
o) Code of Conduct for Insider trading- https://hecproiects.in/wp-content/uploads/2021/05/15-CQC-for-Insider-Trading.pdf
p) Policy and procedure for enquiry in case of leak of UPSI or suspected leak of UPS- https://hecproiects.in/wp-content/ uploads/2021/05/17-Policy-and-Procedure-regarding-Leak-of-UPSI-30032019.pdf
q) Policy on board Diversity: https://hecproiects.in/wp-content/uploads/2023/06/Final-Policv-on-Board-Diversitv.pdf s) Composition of Committee: https://hecproiects.in/wp-content/uploads/2024/06/2-Composition-of-Committee-1.pdf
The aforesaid code/s and policy(ies) are available on Company's website
• SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013:
As per the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment Act"), the Company has formulated policy on prevention of Sexual harassment at workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.
Your Company is committed to provide a conducive work environment devoid of discrimination and harassment including sexual harassment.
The policy covers all employees (permanent, contractual, temporary, trainees) irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.
During the year 2023-24, no case of Sexual Harassment was reported. The following is the summary for the F.Y 2023-24
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(a)Number of complaints pending at the beginning of
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NIL
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the year
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(b) Number of complaints received during the year
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NIL
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(c)Number of complaints disposed off during the year
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NIL
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(d) Number of cases pending at the end of the year
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NIL
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36. CAUTIONARY STATEMENT:
Certain statements in the Board's report describing the Company's objectives, projections, expectations or predictions may be forward looking statements within the meaning of the applicable securities laws and regulations. Actual results could differ from those expressed or implied. The company undertakes no obligation to publicly revise any forward-looking statements to reflect future events or circumstances.
37. ACKNOWLEDGEMENT:
The Board of Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.
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