HEC Infra Proj. Director Discussions


To The Members of

HEC Infra Projects Limited

The Board of Directors of HEC Infra Projects Limited [("the Company") feel amiable in presen ng 18th Annual Report of the Company covering the highlights of the finances, business, and opera ons of your Company. Also included herein are the Audited Financial Statements of the Company (standalone) prepared in compliance with Ind AS accoun ng standards, for the fi-nancial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE:

The Companys financial performance for the year under review along with previous year figures is given hereunder: ( in Lakhs Except per Share data)

Par culars March 31,2023 March 31,2022
Revenue from Opera ons 5173.39 4372.48
Other Income 134.20 75.05
Total Revenue 5307.59 4447.53
Profit before Interest, Deprecia on , Extraordinary items 465.02 338.95
& tax expense
Less: Interest 322.68 259.67
Deprecia on 22.04 23.50
Extraordinary Items 00 00
Profit before Excep onal item & tax 120.30 55.78
Excep onal Item 00 00
Profit before Tax 120.30 55.78
Current Tax 38.50 15.00
Deferred Tax 0.23 (0.43)
Taxa on in respect of earlier year 2.74 (10.24)
Net Profit a er tax 78.83 51.45
Other comprehensive income 00 00
EPS: Basic 0.78 0.51
Diluted 0.78 0.51

Note: Previous years figures have been regrouped / reclassified wherever necessary to correspond with the current years classifica on / disclosure. The financial statements for the financial year 2022-23 of the company are prepared in accordance with relevant Indian Accoun ng Standards(Ind-AS) issued by the Ins tute of Chartered Accountants of India and form part of this Annual Report as no fied by the Companies Act,2013 read with Companies (Accounts) Rules,2014 and other relevant provisions of the Act and Securi es and Exchange Board of India(Lis ng Obliga ons and Disclosure Requirements)Regula ons,2015 ("The SEBI Lis ng Regula ons").

2. STATE OF AFFAIRS /COMPANYS PERFORMANCE:

The Company has earned revenue from opera on of 5173.39 Lacs during the year ended on March 31,2023 as against 4372.48 Lacs earned during the previous year ended on March 31,2022 with the increase of 18.31%. The Company has also earned other income of 134.20 Lacs during the year ended on March 31,2023 as against 75.05 Lacs earned during the previous year March 31,2022 with the increase of 78.81%. The Company earned Profit Before Tax (PBT) of 120.30 Lacs and Profit A er Tax (PAT) of 78.83 Lacs during the year ended on March 31, 2023 as compared to previous year ended on March 31, 2022 of 55.78 Lacs and 51.45 Lacs showing rise of 115.67% and 53.21% respec vely. 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 a airs of the company.

3. TRANSFER TO RESERVES AND SURPLUS:

During the year under review, the company has transferred Rs. 78.83 lakhs to the General Reserve account during the financial year ended March 31,2023.

4. DIVIDEND:

In order to conserve the reserve and due to economic slowdown and the di cul es arising due to coronavirus your directors is of the opinion that it is prudent to not recommend any dividend for the financial year ended March 31,2023. Since there was no unpaid/unclaimed dividend during the year under review, the Company is not required to transfer any amount to the Investor educa on and protec on fund(IEPF) as required under the provision of Sec on 125 of the Companies Act,2013. There was no amount liable or due to be transferred to Investor Educa on and Protec on func(IEPF) during the financial year ended March 31,2023.

5. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, 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 2022-23 under review, there are no such material changes and commitments a ec ng the financial posi on of the Company, which has occurred between the end of the financial year 2022-23 to which the financial statements relate and the date of this report. The company will con nue to closely monitor any material changes to future economic con-di ons. There is no occasion whereby the Company has either revised or required to revise the Financial statement or the Boards report of the Company for any period prior to Financial year 2022-23. Hence, no specific details are required to be given or provided.

7. SHARE CAPITAL STRUCTURE:

During the financial year 2022-23 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 2022-23 under review, the Company has neither issued nor required to obtain credit ra ng of its se-curi es. 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 di eren al rights and also not bought back any of its securi es during the year under review.

10.MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31,2023, The Board of Directors comprises of six(6) directors which include three(3) execu ve directors, three(3) Independent Directors. The overall composi on of Board of Directors include one women director. As on the date of this report, the Board of the company cons tutes of the following Directors:

Name of Directors Category & Designa on
Mr. Gaurang Parmanand Shah Managing Director
Mrs. Rupal Gaurang Shah Execu ve Director
Mr. Rahul Gaurang Shah Execu ve Director
Mr. Asit Ramniklal Shah Non-Execu ve Independent Director
Mr. Nipam Chandrakant Shah Non-Execu ve Independent Director
Mr. Yogesh Popatlal Shah Non-Execu ve Independent Director

No appointment or resigna on of Directors and Key Managerial Personnel during the year.

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 recommenda on of the Nomina on and Remunera on commi ee of the Board consented to reappoint Mrs. Rupal Gaurang Shah (DIN: 01756092) and also to re-appoint Mr. Rahul Shah (DIN: 06862697) who re res by rota- on and being eligible so o ered for re-appointment. A brief resume and other details of the above directors seeking reappointment are provided in the No ce of Annual General mee ng. Further on April 24,2023 Mr. Asit Ramniklal Shah (DIN:05285162) and Mr. Nipam Chandrakant Shah (DIN:08808329) stepped down from the posi on of Non-Execu ve Independent Director and Mrs. Neetu Jalan(08719470) and Mrs. Dipika Soni(DIN:08846908) were appointed in the board mee ng held on April 24,2023 and the same were regularized in the Extraordinary General mee ng held by the company on July 24,2023. Whereas, Mrs.Raina Singh(DIN:09637543) was appointed as the Addi onal Director (Independent) w.e.f August 24,2023 and Mr. Yogesh Shah(DIN:06971596) resigned on August 24,2023.

During the year under review, there was no change in the Key Managerial Personnel (KMP) of the Company. In accordance with the provisions, as on March 31,2023 following are the Key Managerial Personnel of the Company:

Mr. Gaurang Parmanand Shah-Managing Director Mr. Pannalal Sur -Chief Financial O cer Ms. Khushi Bha -Company Secretary

11. DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

The Independent directors of the company have given declara ons that they meet the criteria of the independence as laid down under Sec on 149(6) of the Act and Regula on 16(1)(b) of the Lis ng regula ons. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec on 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualifica on of Directors) Rules, 2014. All the Independent Directors have been registered and are members of the Independent Directors Databank maintained by Indian Ins tute of Corporate A airs. Out of 3 Independent directors, two has passed the Online Proficiency Self assessment test conducted by Indian Ins tute of Corporate A air (IICA). The Independent Directors are fully kept informed of the Companys business ac vi es. A separate mee ng of Independent Directors were held on February 04,2023. All the Independent directors were present in the mee ng.

12. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the company have met 06 (six) mes during the year viz (1)28th May 2022,(2) 12th August 2022,(3) 2nd September 2022,(4) 10th November 2022,(5) 4th February 2023 and (6) 11th February 2023. The details of the Board mee ngs are provided in the Corporate Governance report forming part of this Annual report.

13.COMMITTES OF THE BOARD:

The Board has established the following commi ees: 1. Audit commi ee 2. Nomina on and remunera on commi ee 3. Stakeholders rela onship commi ee

The composi ons of the commi ees as on March 31,2023 are as detailed below:

Sr.No. Name of commi ee members Audit commi ee Nomina on munera on mi ee & re- com- Stakeholders onship commi ee rela-
1. Mr. Yogesh P. Shah Chairman Chairman Member
2. Mr. Asit R. Shah Member Member Chairman
3. Mr. Nipam C. Shah Member Member Member
4. Mr. Gaurang P. Shah -- -- Member

The detailed disclosures of all the commi ees of the Board of Directors are provided in the Corporate Governance report forming part of this Annual report.

As Mr. Asit R Shah and Mr. Nipam C Shah stepped down from being the Non-Execu ve Independent Directors , Ms. Neetu Jalan and Mrs. Dipika Soni were appointed and resultantly the composi on of commi ees were recons tuted the details wef April 24,2023 are as under:

Sr.No. Name of com- mi ee members Audit commi ee Nomina on & re- munera on com- mi ee Stakeholders rela- onship commi ee
1. Mrs. Dipika P Soni Chairperson Chairperson Chairperson
2. Mr. Yogesh P Shah Member Member Member
3. Mr. Gaurang P. Member -- Member
Shah
4. Ms.Neetu Jalan -- Member --

With the cessa on of Mr. Yogesh Shah from the posi on of Independent director with e ect from August 24,2023, the com-mi ee had recons tuted which is as follows:

Sr.No. Name of com- mi ee members Audit commi ee Nomina on & re- munera on com- mi ee Stakeholders rela-

onship commi ee

1. Mrs. Dipika P Soni Chairperson Chairperson Chairperson
2. Mrs. Raina Singh Member Member Member
3. Mr. Gaurang P. Member -- Member
Shah
4. Ms.Neetu Jalan -- Member --

There is no occasion wherein the Board of Directors of the company has not accepted any recommenda ons of the Audit com-mi ee of the company during the financial year 2022-23. 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 opera on and func oning of the Company. The details of the familiariza on program are provided in the Corporate Governance Report and the same is also available on the website of the company h ps://hecprojects.in/wp-content/uploads/2023/06/Familiariza on-Programme_IDS-2022-23.pdf

15. ANNUAL PERFORMANCE EVALUATION:

The Company has in place a criteria for performance evalua on of Independent Directors, Board, Commi ees and other individual Directors which include performance evalua on of the non-execu ve directors and execu ve directors. Pursuant to the provisions of Sec on 134(3)(p), 149 (8) and Schedule IV of the Companies Act, 2013 and Regula on 17 of the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015, the Board of Directors of the Company is commi ed to get its performance evaluated in order to iden fy its strengths and areas in which it may improve its func oning. In terms of the framework of the Board Performance evalua on, the Nomina on and Remunera on commi ee and the Board of Directors have carried out an annual performance evalua on of the performance of its own performance, Commi ee and Individual Directors. The evalua on of the Board, Commi ees, Directors and Chairman of the Board was conducted based on the evalua on parameters such as Board composi on and structure, e ec veness of the Board, par cipa on at the mee ngs, awareness, observance of governance and quality of contribu on etc..

16. APPOINTMENT AND REMUNERATION POLICY:

Pursuant to provisions of Sec on 178 of the Companies Act,2013 and Regula on 19 of lis ng Regula ons and on the recom-menda on of the Nomina on and Remunera on Commi ee, the Board has adopted a policy for selec on, appointment and remunera on of Directors and Key Managerial Personnel. The detailed features of Remunera on 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 remunera on in excess of the limits set out under Sec- on 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014. Disclosure pertaining to Remunera on and other details as required under Sec on 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remunera on of Managerial personnel) Rule, 2014 is a ached as Annexure- I.

18. DIRECTORS RESPONSIBILITY STATEMENT:

During the year under review, 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 Accoun ng Standards. To the best of the knowledge and ability, the Board of Directors makes the following statements in terms of Sec on 134 (5) of the Companies Act, 2013: in the prepara on of the annual accounts for the financial year ended March 31,2023, the applicable accoun ng standards have been followed and there are no material departures from the same; they have selected such accoun ng policies and applied them consistently and made judgments and es mates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at March 31,2023 and of the Profit & Loss of the Company for financial year ended March 31,2023; they have taken proper and su cient care for the maintenance of adequate accoun ng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregulari es;

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 opera ng e ec vely; they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and opera ng e ec vely.

19. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE:

During the year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

20. DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sec on 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 1875.88 Lac. The Directors have given a declara on sta ng 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 par culars of any loan, investments, guarantee or Security for the loans availed by others, pursuant to provision of Sec on 186 of the Act read with the Companies (Mee ngs 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 / transac ons entered by the Company with related par- es were in ordinary course of business and on arms length basis. The details of contracts and arrangements with Related Par- es of your Company for the financial year ended March 31,2023 are given in notes to the Financial Statements, forming part of this Annual Report. All related party transac ons have been approved by the Audit Commi ee and the Board of Directors of your Company and are reviewed by them on periodic basis. Omnibus approvals were taken for all transac ons entered in to by the company with related par es. There are no materially significant related party transac ons that may have poten al conflict with the interest of the company at large. The Companys Policy on Related Party Transac ons is available on your Companys website h ps://hecprojects.in/wp-content/uploads/2021/05/6-Related-Party-Transac on-Policy.pdf Since no material transac ons with Related Party Transac ons Form AOC-2 is not applicable.

23. CORPORATE SOCIAL RESPONSIBILITY(CSR) :

The Company is not covered under the criteria of Sec on 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 Commi ee.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Par culars rela ng to conserva on of energy and technology absorp on s pulated in the Companies (Accounts), 2014 are not applicable to HEC Infra Projects Limited ("the company") and the details regarding foreign exchange earnings and expenditure, if any, is specified in the notes to the Balance Sheet. During the financial year 2022-23 under review, there are no foreign exchange earnings and outgo. As such par culars are either nil or not applicable.

25. RISK MANAGEMENT:

In terms of the provisions of Regula on 17 of the Lis ng Regula ons, your company has established a well-defined risk management policy to ensure that risk to the Companys con nued existence as a going concern and to its development are iden -fied and addressed on mely 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 h ps://hecprojects.in/wp-content/ uploads/2021/05/7-Risk-Management-Policy.pdf

26.VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provision of Sec on 177(9) of the Companies Act, 2013 read with Rule 7 of Companies (Mee ng of Board and its Power) Rules, 2014 and Regula on 22 of SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 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 viola on of the Companys code of conduct. The company a rms that no employee has been denied access to the Audit commi ee.

The details of the Whistle Blower Policy/ Vigil Mechanism are explained in the Corporate Governance Report and also posted on the Companys website at h ps://hecprojects.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 COMPANYS OPERATIONS IN FUTURE:

There are no significant and material order passed by the regulators or courts or tribunals impac ng the going concern status and the Companys opera ons in future.

28.AUDITORS AND AUDITORS REPORT:

A) STATUTORY AUDITOR AND THEIR REPORTS:

In compliance with the provisions of the Companies(Audit and Auditors)Rules,2014,

In accordance with Sec on 139 of the Companies Act,2013 and rules made thereunder M/S Paresh Thothawala & Co., Chartered Accountants (FRN: 114777W), Ahmedabad, be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused due to resigna on of M/s. Parth P Shah & Co., Chartered Accountants (FRN.: 141540W), Ahmeda-bad and they shall hold o ce as Statutory Auditors of the Company un l the conclusion of this 23rd Annual General Mee ng. The Auditors report for financial year 2022-23 served by M/s Parth P Shah & Co., does not contain any qualifica on, reserva- on or adverse remark. The Auditors report is enclosed with the financial statements in this Annual report. During the year under review, The auditors report does not contain any reserva on, qualifica on, disclaimer or adverse remark. The Statutory Auditor has not reported any incident of fraud to the Audit commi ee or the Board of Directors under Sec on 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 Sec on 204 of the Companies Act, 2013, and rules made in this behalf, appointed M/s. Jalan Alkesh & Associates, Prac cing Company Secretary, to carry out the Secretarial Audit of the Company for the financial year 2022-23. The Report of Secretarial Auditor is annexed to this Report as Annexure-III. Accordingly, the Board of Directors, on recommenda ons of the Audit commi ee of the Company has approved The Secretarial Audit Report in Form MR-3 does not contain any qualifica on, reserva on or adverse remark. The report provides su cient informa on and needs no clarifica on, so no further explana ons or comments are required/given in this report with respect thereto. Accordingly, the Board of Directors, on recommenda ons of the Audit commi ee of the Company has approved The Secretarial Audit Report in Form MR-3have stated the following qualifica on :

However there was delay in filing of few forms with the Ministry of Corporate A airs. The Board reply is as under :

The Company will ensure mely filing of forms. The forms could not be filed in me due to technical error.

Other than above there is no qualifica on, reserva on or adverse remark. The report provides su cient informa on and needs no clarifica on, so no further explana ons or comments are required/given in this report with respect thereto.

As per Regula on 24A in SEBI(LODR)regula ons,the Annual Secretarial compliance cer ficate is posted in the website of the company: h ps://hecprojects.in/wp-content/uploads/2023/08/ASC31032023.pdf

C) INTERNAL AUDITOR/INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

In accordance with the provisions of sec on 138 of the Companies Act, 2013 and rules framed there under, your company had appointed M/S N.M.Pathak & Co., was appointed as the internal auditor of the company w.e.f August 12,2022. During the period on February 4.2023 M/S N.M.Pathak & Co tendered his resigna on and same was accepted and M/S Vi-rendra J Sutaria & Co., was appointed as the internal auditor of the company w.e.f February 4,2023. Whereas, M/S Virendra J Sutaria & Co. tendered his resigna on on July 6,2023 and on July 7,2023 M/S Shah Shah and 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 Sec on 143 (12) of the Companies Act, 2013 (including any statutory modifica on(s) or re-enactment(s) thereof for the me being in force). The company ensures reliability in conduc ng its business, precision and comprehensiveness in maintaining accoun ng records and an cipa on and detec on of frauds and errors. There are no adverse remarks or qualifica on 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 func onal area and submit its report to the Audit Commi ee. The Audit Commi ee ac vely reviews the adequacy and e ec- veness 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 sec on 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from me to me, your company hereby confirms that the provisions of this sec on are not applicable, hence your company need not required to appoint Cost Auditor for the financial year 2022-23.

29.EXPLANATION IN RESPONSE TO AUDITORS QUALIFICATIONS:

The Audit report submi ed by the Statutory Auditors and Secretarial auditors for the financial year 2022-23 do not contain any qualifica on or adverse remarks. The observa ons made by all the Auditors in their respec ve report/s are self-explanatory and as such, do not call for any explana ons.

30. SECRETARIAL STANDARD:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, rela ng to ‘Mee ngs of the ‘Board of Directors and ‘General Mee ngs, respec vely, have been duly followed by the Company.

31. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 (IBC):

During the Financial year 2022-23 no applica on 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 2022-23 under review, there has been no One me se lement(‘OTS) of the loans taken from Banks and Financial ins tu ons.

33. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the financial year 2022-23 under review, there is no occasion wherein the Company failed to implement any Corporate Ac on. As such no specific details are required to be given or provided.

34. ANNUAL RETURN:

The Annual Return of the Company as on March 31,2023 in Form MGT - 7 in accordance with Sec on 92(3) of the Act read with the Companies (Management and Administra on) Rules, 2014, is available on the website of the Company at i.e. h ps:// hecprojects.in/wp-content/uploads/2023/05/mgt-7-fresh.pdf

35.OTHER DISCLOSURES: INDUSTRIAL RELATIONS:

The Rela ons 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 organiza onal development as this is the pillar to support the Companys growth and sustain ability in the future. The Company takes pride in the commitment, competence and dedica on shown by its employees. The Company is dedicated to enhance and retain the top talent through superior learning and organiza onal development,as this being the pillar to support the Companys growth and sustainability in the future.

HEALTH AND SAFETY:

The opera ons of the company are conducted in such way that it ensures safety of all concerned and a pleasant working environment.

COMPANYS POLICY ON DIRECTORS, KMPS & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE ETC: The Company has formulated and adopted the Remunera on Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015. The said Policy of the Company, inter alia, provides the criteria for appointment of Execu ve, Non-Execu ve and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remunera- on including determina on of qualifica ons, Posi ve a ributes, independence of Directors and other ma ers as provided under sub-sec on (3) of Sec on 178 of the Companies Act, 2013 (including any statutory modifica on(s) or re-enactment(s) thereof for the me 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 Accoun ng Standard on Segment Repor ng AS-17.

36. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS: STATEMENT OF DEVIATIONS & VARIATIONS:

In compliance to the Regula ons 32(8) of Lis ng regula ons,there has been no devia ons/va a on in the u liza on of the fund raised from the Ini al Public o cer as disclosed in the Companys prospectus for the period ended March 31,2023 as it is u lized 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 (Lis ng Obliga ons & Disclosure Requirements) Regula ons, 2015 s pulat-ed under Regula on 34, "Management Discussion and Analysis Report" as well as "Corporate Governance Report", is a ached as a separate sec on forming part of this Annual Report.

LISTING OF SHARES:

The equity shares of the Company have been listed and ac vely traded on the Na onal Stock Exchange(Capital Market Segment-Main Board)e ec ve December 30,2021. There was no occasion wherein the equity shares of the Company have been suspended for the trading during the financial year 2022-23.

CORPORATE GOVERNANCE:

As the members know that the equity shares of the company have been migrated from SME pla orm(NSE EMERGE) to the main board of Na onal Stock Exchange of India Limited with e ec ve from December 30,2021. Therefore the provisions re-la ng to Corporate Governance provided in the SEBI(Lis ng Obliga ons and Disclosure Requirements)Regula ons,2015 (SEBI LODR Regula ons/Lis ng Regula ons) are applicable to the Company consequent to such migra on. Therefore, provisions re-la ng to Corporate Governance provided in SEBI(Lis ng Obliga ons and Disclosure Requirements) Regula ons,2015 are applicable to the Company consequent to such migra on. The copy of report on Corporate governance is enclosed as Annexure and forms part of the Directors report.

37.OTHER MATTERS:

DEMATERIALIZATION OF THE SHARES:

As on March 31,2023, the en re 100% issued, subscribed and paid up share capital 10138160 equity shares of the Company were held in dematerialized form through depositories Na onal Securi es Depository Limited(NSDL) and Central Depository Services(India)Limited(CDSL).

PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company has duly paid the requisite annual lis ng fees for the Financial year 2022-23 to the Na onal Stock Exchange of India Limited(NSE). The Company has also paid the requisite annual custodian and other fees for the Financial year 2022-23 to the Na onal Securi es Depository Limited(NSDL) and Central Depository Services(India)Limited(CDSL).

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 Companys website which are as follows: a) Code of conduct - h ps://hecprojects.in/wp-content/uploads/2021/05/1-Code-of-Conduct.pdf b) Remunera on Policy- h ps://hecprojects.in/wp-content/uploads/2021/05/5-Remunera on-Policy.pdf c) Related Party Transac on policy - h ps://hecprojects.in/wp-content/uploads/2021/05/6-Related-Party-Transac on-Policy.pdf d) Code of Conduct to Regulate, Monitor and Repor ng of Trading by Insiders- h ps://hecprojects.in/wp-content/ uploads/2021/05/4-Insider-Trading-Code.pdf e) Whistle Blower Policy- h ps://hecprojects.in/wp-content/uploads/2023/06/Whistle-blower-and-vigil-mechanisam.pdf f) Risk Management Policy- h ps://hecprojects.in/wp-content/uploads/2021/05/7-Risk-Management-Policy.pdf g) Code of Conduct and procedure for fair disclosure of unpublished price sensi ve informa on- h ps://hecprojects.in/wp-content/uploads/2021/05/8-Code-of-Prac ces-and-Procedures-for-fair-disclosure-of-Unpublished-Price-Sensi ve-Informa on.pdf h)Policy of preserva on of documents- h ps://hecprojects.in/wp-content/uploads/2021/05/9-Policy-for-Preserva on-of-Documents.pdf i) Archival Policy- h ps://hecprojects.in/wp-content/uploads/2021/05/10-Archival-Policy.pdf j) Policy on determina on of materiality of event or informa on- h ps://hecprojects.in/wp-content/uploads/2023/06/ Policy-for-Materiality-of-Events-030122.pdf k) Contact details of o cials under Regula on 30 of SEBI(LODR) Regula ons- h ps://hecprojects.in/wp-content/ uploads/2023/06/Contact-details-of-o cials-under-Regula on-30.pdf l) Terms and condi ons of appointment of Independent directors- h ps://hecprojects.in/wp-content/uploads/2023/08/ NEW-Terms-and-Condi on-of-Independent-Director.pdf m)Familiariza on program- h ps://hecprojects.in/wp-content/uploads/2023/06/Familiariza on-Programme_IDS-2022-23.pdf n)An -Harassment policy- h ps://hecprojects.in/wp-content/uploads/2021/05/14-An -Harassment-Policy.pdf o) Code of Conduct for Insider trading- h ps://hecprojects.in/wp-content/uploads/2021/05/15-COC-for-Insider-Trading.pdf p) Policy and procedure for enquiry in case of leak of UPSI or suspected leak of UPSI- h ps://hecprojects.in/wp-content/ uploads/2021/05/17-Policy-and-Procedure-regarding-Leak-of-UPSI-30032019.pdf q)Policy on board Diversity: h ps://hecprojects.in/wp-content/uploads/2023/06/Final-Policy-on-Board-Diversity.pdf The aforesaid code/s and policy(ies) ae available on Companys 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 (Preven on, Prohibi on & Redressal) Act, 2013 (hereina er referred to as "Preven on of Sexual Harassment Act"), the Company has formulated policy on preven on of Sexual harassment at workplace for preven on, prohibi on and redressal of sexual harassment at workplace and an Internal Complaints Commi ee has also been set up to redress any such complaints received. Your Company is commi ed to provide a conducive work environment devoid of discrimina on and harassment including sexual harassment.

The policy covers all employees (permanent, contractual, temporary, trainees) irrespec ve of their nature of employment and also applicable in respect of all allega ons of sexual harassment made by an outsider against an employee. During the year 2022-23, no case of Sexual Harassment was reported. The following is the summary for the F.Y 2022-23

(a)Number of complaints pending at the beginning of NIL
the year
(b) Number of complaints received during the year NIL
(c)Number of complaints disposed o during the year NIL
(d) Number of cases pending at the end of the year NIL

38. CAUTIONARY STATEMENT:

Certain statements in the Boards report describing the Companys objec ves, projec ons, expecta ons or predic ons may be forward looking statements within the meaning of the applicable securi es laws and regula ons. Actual results could di er from those expressed or implied. The company undertakes no obliga on to publicly revise any forward-looking statements to reflect future events or circumstances.

39. ACKNOWLEDGEMENT:

The Board of Directors wish to convey their gra tude and place on record their apprecia on for all the employees at all levels for their hard work, solidarity, coopera on and dedica on during the year. The Board sincerely conveys its apprecia on for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authori es for their con nued support.