Your Directors have the pleasure of presenting their 51st
Annual Report together with Audited Financial Statements for the financial year ended 31st
March, 2023.
| Particulars |
2022-23 |
2021-22 |
| Net sales |
2,435.32 |
2,173.23 |
| Other operating income |
31.92 |
28.38 |
| Total income from operations (Net) |
2,467.24 |
2,201.61 |
| Other income |
109.14 |
79.55 |
| Total income |
2,576.38 |
2,281.16 |
| Profit before finance cost, depreciation and
amortization |
728.79 |
606.77 |
| Finance cost |
26.01 |
7.49 |
| Profit before depreciation and amortization |
702.78 |
599.28 |
| Depreciation and amortization |
102.30 |
79.29 |
| Profit/(Loss) before tax |
600.48 |
520.00 |
| Provision for taxation: |
|
|
| Current tax |
154.25 |
129.56 |
| Deferred tax |
(9.29) |
(0.14) |
| Net Profit/(Loss) for the period |
455.51 |
390.58 |
| EPS (Basic) C |
118.02 |
101.20 |
Note: No amount transferred to reserves.
2. Overall Performance
The Company recorded net sales of C2,435.32 crore during the financial
year 2022-23 as compared to C2,173.23 crore in the previous financial year. The Net Profit
during the financial year 2022- 23 was at C455.51 crore as compared to a net profit of
C390.58 crore in financial year 2021-22 translating to Basic Earnings Per Share at C118.02
for the financial year 2022-23 as against C 101.20 in financial year 2021-22.
3. State of CompanyRs.s Affairs
The analytical review of the CompanyRs.s performance and its
businesses, including initiatives in the areas of Human Resources and Corporate Social
Responsibility have been presented in the section of Management Discussion and Analysis of
this Annual Report.
Electrode Sector
Since the start of 2021, all graphite companies started working at
higher capacity utilization levels which continued upto early 2022.
With the start of Russia Ukraine war in FebRs.22, the energy and
electricity prices soared in the forthcoming months dragging down steel production in
several countries.
The world ex China saw steel production fall by 7.7 percent in 2022
compared to 2021.
As electrode is a derived demand from steel production, the electrode
demand also fell causing the GE industry capacity utilisation to fall in second half of
2022.
Also due to global uncertainty, steel companies brought down their
inventory levels. This continued up till end of 2022.
As electricity and energy prices cooled from their high levels,
gradually we saw steel production to start stabilising.
Meanwhile the prices also came under pressure as the capacity
utilisations fell to lower levels.
Other cost elements like pitches, LNG metcoke, furnace oil and overseas
freight also came down from their record high levels.
As 2023 began we are keeping a cautiously optimistic outlook and
expecting the demand to return in by the end of 2023, early 2024.
As the developed world has clearly embarked on the path of
decarbonisation, there are lot of new EAF capacities coming up in US in next 3-4 years. At
the same time in Europe, the trend is to shift some of Blast furnace production to EAF.
China too remains on the growth path for EAF albeit slower than
expected.
All of the above factors bode well for the GE industry and resulting in
increase in demand and improving prices and operating margins in the coming years.
Our plant expansion is coming to completion and it should be fully
operational in June 2023 well in time to take care of additional demand expected in coming
years.
We remain one of the most cost competitive and quality producer of
graphite electrodes in the world fully ready to capture any available opportunities.
Power Generation
The Company has captive power generation capacity of 76.5mw (comprising
two thermal power plants and a hydroelectric power facility).
Company currently buys its power needs from MP State Electricity Board
and excess power generated is sold in the market through IEX and bi-partite power purchase
agreement with open access to consumers.
The turnover of the Power Segment marginally increased to C47.10 crore
in FY 2022-23 (after inter-segmental sales) from C25.28 crore in FY 2021-22.
4. Change in Share Capital
During the Financial Year 2022-23, there was no change in the Share
Capital of the Company.
5. Material Changes and Commitments
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report.
6. Change in the Nature of Business
There is no change in the nature of business during the financial year
2022-23.
7. Subsidiary, Associate Companies or Joint Ventures
(i) Subsidiary Company
The Company has 1 (One) Wholly Owned Subsidiary ("Subsidiary or
WOS") namely TACC Limited incorporated on 26th December, 2022.
TACC Limited had no business operations during the financial year
2022-23 and Net Loss was C125.23 Lakh.
In terms of provisions of Section 136(1) of the Companies Act, 2013,
the audited financial statements of TACC Limited, WOS of HEG Limited, have been placed on
the website of the Company and are not being annexed in this Annual Report.
The financial statements of the subsidiary are kept for inspection by
the shareholders at the registered office of the Company. The Company shall provide, the
copy of the financial statements of its subsidiary to the shareholders free of cost upon
their request.
The Managing Director of the Company does not receive any remuneration
or commission from its subsidiary except the sitting fee.
(ii) Associate Companies or Joint Ventures
There are two Associates of the Company namely Bhilwara Infotechnology
Limited and Bhilwara Energy Limited.
Bhilwara Infotechnology Limited had a turnover (Revenue from
Operations) of C29.88 crore and Net Profit was C2.53 crore in the financial year 2022-23.
Bhilwara Energy Limited had a consolidated turnover (Revenue from
Operations) of C488.22 crore and Net Profit (attributable to owners of the parent) was
C157.46 crore as per their audited consolidated financial statements for the financial
year.
The Company has no Joint Ventures.
No Company has become/ceased to be an Associate or Joint Venture during
the financial year 2022-23.
Performance of Associate Companies & Subsidiary and their
contribution to overall performance of the Company has been mentioned in the Notes to
Accounts to the consolidated financial statements.
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing the salient features of financial statements of subsidiary
and associate companies is annexed in the Form AOC-1 to the consolidated financial
statements and hence not repeated here for the sake of brevity.
8. Consolidated Financial Statements
The Consolidated Financial Statements have been prepared by the Company
in accordance with applicable provisions of the Companies Act, 2013, Accounting Standards
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited
consolidated financial statements together with AuditorsRs. Report form part of the Annual
Report. The AuditorRs.s Report does not contain any qualification, reservation or adverse
remarks.
9. Dividend
Your Directors are pleased to recommend a final dividend at the rate of
C42.50 per equity share on 3,85,95,506 equity shares of face value of C10 each for the
financial year ended 31st March, 2023 subject to the approval of the
Shareholders at the ensuing 51st Annual General Meeting (AGM) of the Company.
The dividend, if declared by the Shareholders in the AGM will be subject to deduction of
tax at source at applicable rates.
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Dividend Distribution Policy is attached as
Annexure-IV, which form part of this report and is also available on the website of the
Company.
10. Corporate Governance
A report on Corporate Governance forms part of this Report along with
the AuditorsRs. Certificate on Corporate Governance as required under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The AuditorsRs. Certificate
for the financial year 2022-23 does not contain any qualifications, reservations or
adverse remarks.
11. Management Discussion and Analysis
Management Discussion and Analysis Report as required under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of Annual
Report.
12. Business Responsibility & Sustainability Report (BRSR)
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Business Responsibility & Sustainability Report
describing the initiatives taken by the Company from an environmental, social and
governance perspective is attached as part of the Annual Report.
13. Internal Control / Internal Financial Control Systems and Adequacy
Thereof
The Company has an adequate internal control system commensurate with
the size and nature of its business. An internal audit programme covers various activities
and periodical reports are submitted to the top management. The Company has a well-defined
organisational structure, authority levels and internal rules and guidelines for
conducting business transactions.
Further, the Internal Financial Control framework is under consistent
supervision of Audit Committee, Board of Directors and also Independent Statutory
Auditors. During the year, no reportable material weakness in the design or operations was
observed.
14. Personnel
a) Industrial relations
The industrial relations during the period under review generally
remained cordial at all the plants of the Company.
b) Particulars of employees
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed herewith as Annexure-I.
15. Public Deposits
Your Company has not invited any deposits from public/shareholders in
accordance with Chapter V of the Companies Act, 2013.
16. Significant and Material Orders Passed By The Regulators Or Courts
Or Tribunals
There were no significant material orders passed by the
Regulators/Courts/Tribunals during the financial year 2022-23 which would impact the going
concern status of the Company and its future operations.
17. Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo
The information with regard to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, is given as Annexure-II forming part of this Report.
18. Directors and Key Managerial Personnel
i. DIRECTORS
The Shareholders in their 50th Annual General Meeting held
on 1st September, 2022 have approved the appointment of Shri Davinder Kumar
Chugh as Independent Director for first term of 5 consecutive years .
Shri Ravi Jhunjhunwala (DIN: 00060972), whose current terms is expiring
on 12th February, 2024 was reappointed upon the recommendation of Nomination
and Remuneration Committee as Managing Director in the Board Meeting held on 22nd
May, 2023 subject to Shareholders approval for a period of 5 years w.ef. 13th
February, 2024 to 12th February, 2029. He will continue to act as Chairman and
Chief Executive officer of the Company in accordance with the Articles of Association and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The first term of office of Smt. Ramni Nirula (DIN: 00015330), as
Independent Director is expiring on 30th October, 2023. The Board has
recommended the re-appointment of Smt. Ramni Nirula as Independent Director upon the
recommendation of Nomination and Remuneration Committee, for a second term of five
consecutive years w.e.f. 31st October, 2023 upto 30th October, 2028,
subject to approval of Shareholders at the ensuing Annual General Meeting.
Shri Riju Jhunjhunwala (DIN: 00061060) and Shri Shekhar Agarwal (DIN:
00066113) shall retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The Board hereby recommends their
re-appointment for approval of shareholders in the ensuing Annual General Meeting.
The Board confirms that independent director appointed during the year
possess the desired integrity, expertise and experience.
The Independent Directors of the Company stated that they are in
compliance with the Section 150 of the Companies Act, 2013 read with Rule 6 (1) &
(2) of the Companies (Appointment & Qualification of Directors)
Rules, 2014.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. They have also complied with the Code for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013.
In the opinion of Board, Independent Directors fulfil the conditions
specified in the Companies Act, 2013 read with schedules and rules thereto as well as the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent
Directors are independent of management.
The Company has a Code of Conduct for the Directors and Senior
Management Personnel. This Code is a comprehensive code applicable to all Directors and
members of the Senior Management. A copy of the Code has been put on the CompanyRs.s
website www.hegltd.com.
The brief profile, pursuant to Regulation 36 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2, of
the Directors eligible for appointment/re-appointment forms part of the Notice of Annual
General Meeting and Corporate Governance Report.
ii. KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on 31st
March, 2023:
a) Shri Ravi Jhunjhunwala, Chairman, Managing Director & CEO
b) Shri Manish Gulati, Executive Director
c) Shri Gulshan Kumar Sakhuja, Chief Financial Officer
d) Shri Vivek Chaudhary, Company Secretary
19. Board Evaluation
The Board has carried out an annual evaluation of its own performance,
the Directors individually as well as the evaluation of the working of its Committees, in
the manner as enumerated in the Nomination and Remuneration Policy, in accordance with the
provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The evaluation exercise covered various aspects of the
BoardRs.s functioning such as composition of the Board & Committee(s), their
functioning & effectiveness, contribution of all the Directors and the decision making
process by the Board.
Your Directors express their satisfaction with the evaluation process
and inform that the performance of the Board as a whole, its Committees and its member
individually were adjudged satisfactory.
20. Nomination and Remuneration Policy
The Nomination & Remuneration Policy of the Company is in place and
is attached as Annexure-III to this Report.
21. Meetings of the Board
The Board of Directors met four times in the financial year 2022-2023
through Physical Meeting and Video Conferencing as permitted by relevant MCA circulars
& SEBI Circulars read with Rule 3 of the Companies (Meetings of Board and its Powers)
Rules, 2014 under provisions of the Companies Act, 2013. The intervening period between
any two consecutive Board Meetings was within the maximum time gap prescribed under the
Companies Act, 2013, Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and SS-1 issued by ICSI. The details of the Board Meetings
and the attendance of the Directors are provided in the Corporate Governance Report.
22. Contracts and Arrangements with Related Parties
The Board of Directors of the Company, acting upon the recommendation
of its Audit Committee of Directors, has approved the policy and procedures with regard to
Related Party Transactions for reviewing, approving and ratifying Related Party
transactions and in providing disclosures with respect to the above transactions, as
required under the Companies Act, 2013, Listing Agreement [now SEBI (Listing Obligations
Disclosure Requirements) Regulations, 2015 ("Listing Regulations")] as amended
from time to time and other applicable provisions, rules and regulations made thereunder.
All related party contracts/arrangements/ transactions that were
entered into during the
financial year were on an armRs.s length basis and were in the ordinary
course of business.
All Related Party Transactions are placed before the Audit Committee
for approval. Prior omnibus approval of the Audit Committee was obtained for the
transactions which are of a foreseen and repetitive nature. The statement of transactions
entered into pursuant to the omnibus approval so granted is placed before the Audit
Committee for approval on a quarterly basis. The statement is supported by a Certificate
from the Statutory Auditors, Internal Auditor and Chief Financial Officer.
The updated policy on Related Party Transactions as approved by the
Board is uploaded on the CompanyRs.s website, the weblink of which is as under:
https://hegltd.com/wp-content/uploads/2022/05/ HEG RPT-Policy
09.02.2022.pdf
There are no pecuniary relationships or transactions of Non-Executive
Directors vis-a-vis the Company that have a potential conflict with the interests of the
Company.
In terms of Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has submitted the half yearly
disclosure of related party transactions on a consolidated basis to BSE Ltd. and National
Stock Exchange of India Ltd.
Since No material Related Party Transactions were entered during the
financial year of the Company, accordingly, the disclosure of Related Party Transactions
as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not
applicable.
23. Committees of the Board
The Board has following statutory committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility Committee
Details of all the committees, along with their charters, composition
and meetings held during the year, are provided in the Report on Corporate Governance, as
part of this Annual Report.
All the recommendations of the Committees were accepted by the Board
during the financial year 2022-23.
24. Auditors
M/s SCV & Co LLP having (Firm Registration No- 000235N/N500089),
Chartered Accountants, the Statutory Auditors of the Company had been re-appointed as the
Statutory Auditors for a second term of 5 consecutive years from the conclusion of 50th
Annual General Meeting (AGM) held on 1st September, 2022 till conclusion of 55th
AGM of the Company, on such remuneration as may be mutually agreed between the Board of
Directors of the Company and the Statutory Auditors from time to time.
Further, the Auditors have confirmed their eligibility under Section
141 of the Companies Act, 2013 read with rules made thereunder.
The AuditorsRs. Report read along with Notes to Accounts is
self-explanatory and therefore does not call for any further comments.
The AuditorsRs. Report does not contain any qualification, reservation
or adverse remark.
No fraud has been reported by the Statutory Auditors under Section
143(12) of the Companies Act, 2013 and the rules made thereunder.
25. Cost Auditors
In terms of sub-section (1) of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to
time, the Company is required to maintain the cost records. Accordingly, such accounts and
records have been maintained by the Company.
The Cost Audit for financial year ended March 31, 2022 was conducted by
M/s. N.D. Birla & Co. (M. No. 7907). The said Cost Audit Report was filed on 6th
September, 2022.
No fraud has been reported by the Cost Auditors under Section 143(12)
of the Companies Act, 2013 and the rules made thereunder.
Based on the recommendation of Audit Committee at its meeting held on
22nd May, 2023, the Board has approved the re-appointment of M/s. N.D. Birla
& Co. (M. No. 7907), as the Cost Auditors of the Company for the financial year
2023-24 on a remuneration of C3 Lakhs plus applicable taxes
and out of pocket expenses that may be incurred by them during the
course of audit.
As required under the Companies Act, 2013, the remuneration payable to
the Cost Auditor is required to be placed before the Members in a general meeting for
their ratification. Accordingly, a resolution seeking MemberRs.s ratification for the
remuneration payable to M/s. N.D. Birla & Co., Cost Auditors is included in the Notice
convening the ensuing Annual General Meeting.
26. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company had appointed M/s. GSK & Associates, a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the Company for the
financial year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure-V.
No fraud has been reported by the Secretarial Auditors under Section
143 (12) of the Companies Act, 2013 and the rules made thereunder.
The Board upon the recommendation of Audit Committee has re-appointed
M/s. GSK & Associates, Company Secretaries in practice as Secretarial Auditors of the
Company for the financial year 2023-24.
27. Qualification, Reservation or Adverse Remark in the Audit Reports
There is no qualification, reservation or adverse remark made by the
Statutory or Cost or Secretarial Auditors in their Audit Reports issued by them.
28. Business Risk Management
The objective of risk management at the Company is to protect
shareholders value by minimizing threats or losses, and identifying and maximizing
opportunities. An enterprise-wide risk management framework is applied so that effective
management of risk is an integral part of every employeeRs.s job.
The Risk Management Policy of the Company is in place. The CompanyRs.s
risk management strategy is integrated with the overall business strategies of the
organization and is communicated throughout the organization. Risk management capabilities
aide
in establishing competitive advantage and allow management to develop
reasonable assurance regarding the achievement of the CompanyRs.s objectives.
The annual strategic planning process provides the platform for
identification, analysis, treatment and documentation of key risks. It is through this
annual planning process that key risks and risk management strategies are communicated to
the Board. The effectiveness of risk management strategies is monitored both formally and
informally by management and process owners. There is no major risk which may threaten the
existence of the Company.
The Company has duly constituted Risk Management Committee inter-alia
to oversee Risk Management framework of the Company. The details pertaining to the
composition, meetings and terms of reference of the Risk Management Committee are included
in the Report on Corporate Governance which forms part of the Annual Report.
29. Corporate Social Responsibility (CSR)
As part of its initiatives under Corporate Social Responsibility (CSR),
the Company has undertaken CSR projects directly and/or through implementation agencies in
the areas of promotion of education, eradicating hunger & poverty, initiatives towards
Community Service and Rural Development, Healthcare, Plantation & Environment
Development, Protection of National heritage, Art, Culture etc. These projects were in
accordance with the CSR Policy of the Company and Schedule VII of the Companies Act, 2013.
The Company has a policy on CSR and has constituted a CSR Committee for
undertaking CSR activities. The Composition of Committees & other details are provided
in the Corporate Governance Report which forms part of the Annual Report.
The CSR policy may be accessed on the CompanyRs.s website at the link
mentioned below:
https://hegltd.com/wp-content/uploads/2021/06/amended-csr-policy.pdf
The various CSR projects inter-alia undertaken will bring qualitative
changes in the lives of the community around the plant location. One of the key project is
the empowerment of farmers by fruiting cycle under Project Global Raisen (Rural
Economic Transformation) which will result in improvement in their
income resulting into their higher familial and societal status. The Company has
established first mega kitchen "Akshaya Patra" in Bhopal. The Akshaya Patra
Kitchen was inaugurated on 25th January 2023 by Chief Minister of Madhya
Pradesh, Shri Shivraj Singh Chouhan. The Kitchen has started serving meals to 842 Schools
& Madrasa feeding 48,000 children everyday. The Company also run Graphite school at
Mandideep, Bhopal, which is CBSE affiliated and run by the Company for last 21 years. The
Company had also started construction of New school building which is going on in full
swing and will be fully ready by 30th June 2023. The present capacity of which
is approx. 1400 students would be increased to approx. 2700 students.
The Annual Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure-VI, forming
part of this report.
30. Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and based on the recommendation of Audit Committee, the Board has approved the
re-appointment of M/s. S.L. Chhajed & Co. LLP, as the Internal Auditors of the Company
for the financial year 2023-2024.
31. Directors Responsibility Statement
The Directors confirm that:
i) In preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures from the same;
ii) They have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year 2022-23 and of the profit of the Company for the year under review;
iii) They have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safe guarding the assets of the Company and for preventing and detecting frauds and
other irregularities;
iv) They have prepared the annual accounts on a going concern basis;
v) They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and
vi) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
32. Vigil Mechanism /Whistle Blower Policy
The Company has a vigil mechanism named "Whistle Blower
Policy", which is overseen by the Audit Committee. The Policy inter-alia provides
safeguards against victimization of the Whistle Blower. Employees and other stakeholders
have direct access to the Chairperson of the Audit Committee for lodging concerns if any,
for review. The policy is posted on the website of the Company, the web link of which is
as under:
https://hegltd.com/wp-content/uploads/2018/07/
Whistle-Blower-Policy-08.05.2018.pdf
33. Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 form part of the notes to the
financial statements provided in the Annual Report.
34. Investor Education and Protection Fund (IEPF)
As required under Section 124 of the Companies Act, 2013 the unclaimed
dividend amount aggregating to C 15.89 Lakh lying with the Company for a period of seven
years pertaining to the financial year ended on 31st March, 2015, was
transferred during the Financial Year 2022-23, to the Investor Education and Protection
Fund established by the Central Government. The details of same are given in Corporate
Governance Report under head Shareholder Information.
35. Insider Trading
In compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (Regulations), your Company has adopted
the following-
i) Code of Conduct for Regulating, Monitoring and Reporting of Trading
by Insiders- The
said Code lays down guidelines, which advise Insiders on the procedures
to be followed and disclosures to be made in dealing with the shares of the Company and
cautions them on consequences of non-compliances.
ii) Code of Practices and Procedures of Fair Disclosures of Unpublished
Price Sensitive Information- The Code ensures fair disclosure of events and occurrences
that could impact price discovery in the market.
iii) Policy for dealing with Unpublished Price Sensitive Information
(UPSI) and Whistle Blower Policy for employees to report any leak or suspected leak of
UPSI- The policy aims to enable the employees of the Company to report any leak or
suspected leak of UPSI, procedures for inquiry in case of leak of UPSI or suspected leak
of UPSI and initiate appropriate action and informing the SEBI promptly of such leaks,
inquiries and results of such inquiries.
iv) Internal Control Mechanism to prevent Insider Trading- The Internal
Control Mechanism is adopted to ensure compliances with the requirements given in the
regulations and to prevent Insider Trading. The Audit Committee also review compliance
with the provision of regulations periodically.
36. Annual Return
In terms of the Section 92 (3) of Companies
Act, 2013 as amended, the Annual Return of the
Company is placed on the website of the Company
https://hegitd.com/annuai-generai-meeting/
37. General Disclosure
a) The Company has maintained Cost Records in accordance with Section
148(1) of the Companies Act, 2013.
b) The Company has a group policy in place against Sexual Harassment in
line with the requirements of the Sexual Harassment of Women at the Workpiace (Prevention,
Prohibition & Redressai) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress compiaints received regarding sexuai harassment. The Company has compiied
with the provisions of above
said act. The Company has undertaken 17 workshops or awareness
programmes against sexuai harassment of women at the workplace. No complaint of Sexual
Harassment was received during the financial year 2022-23.
c) The Company is in compiiance of aii applicable secretarial standards
issued by The Institute of Company Secretaries of India from time to time.
d) The details of difference between amount of the vaiuation done at
the time of one-time settiement and the vaiuation done whiie taking ioan from the Banks or
Financiai Institutions along with the reasons thereof: Not Applicable.
e) The detaiis of appiication made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year aiong with their status
as at the end of the financial year: Not Applicable.
38. Key Initiatives with respect to Stakeholder relationship, Customer
relationship, Environment, Sustainability, Health and Safety
The Company has duly constituted Stakeholders Reiationship Committee
with broad terms of reference, the details of which is provided in the Corporate
Governance Report which forms part of the Annuai Report.
As a responsible corporate citizen, the Company supports the Rs.Green
InitiativeRs. undertaken by the Ministry of Corporate Affairs, Government of India,
enabiing eiectronic deiivery of documents inciuding the Annuai Report etc. to sharehoiders
at their e-maii address registered with the Depository Participants and Registrar &
Transfer Agent.
To support the Rs.Green InitiativeRs. and in compiiance of Rule 18 of
the Companies (Management and Administration) Rules, 2014, as amended from time to time,
Members who have not yet registered their email addresses or want to update a fresh email
id are requested to register the same with their Depository Participant in case the shares
are heid by them in eiectronic form and with CompanyRs.s Registrar & Transfer Agents
(RTA) in case the shares are held by them in physical form for receiving aii
communications, including Annual
Report, Notices, Circulars, etc., from the Company electronically. The
Company has also sent the communication to the concerned shareholders with regard to
registration of their emaii address etc. with the Registrar and Share Transfer Agent/
Depository Participants in connection with service of documents through eiectronic mode.
Further, as permitted by MCA Circulars and SEBI Circulars issued from
time to time, in view of the prevailing Covid-19 Pandemic, the Notice of the 51th
AGM and the Annual Report of the Company for the financial year ended 31st
March, 2023 inciuding therein the Audited Financiai Statements for the year 2022-23, are
being sent oniy by emaii to the Members.
The Company remained agiie to emerging market opportunities by
remaining connected with aii its customers across the iean period. This effort aiiowed it
to improve its capacity utiiisation better than most peers in this space. A higher
utiiisation heiped in better absorption of costs which improved cash flow. The Company
stays in contact with its customers on a reguiar basis. The IT department is deveioping
soiutions for increased transparency in business operations and better connectivity with
customers.
The Company is committed to protecting the environment. The R&D
team works cioseiy with some reputabie research institutes to deveiop environment friendiy
approaches for sustainabie growth which invoives identifying aiternative/ regenerative
carbon feedstock.
The Company supports the principies of inciusive growth and equitabie
deveiopment through not just its corporate sociai responsibiiity initiates but through its
core business as weii. The CompanyRs.s sociai upiiftment initiatives focus around
heaithcare, education, removing hunger, working for the benefit of armed forces veterans
and martyrsRs. community deveiopment and environmentai conservation, which faciiitates in
bettering iives and improving iiveiihood, amongst others.
39. Acknowledgements
Your Directors wish to piace on record, their appreciation for the
vaiuabie assistance and support received by your Company from banks, financiai
institutions, the Centrai Government, the Government of Madhya Pradesh, the Government of
Uttar Pradesh and their departments. The Board aiso thanks the empioyees at aii ieveis,
for the dedication, commitment and hard work put in by them. The Directors appreciate and
vaiue the contribution made by every member of the HEG famiiy.
For and on behalf of the Board of Directors Ravi Jhunjhunwala
Chairman, Managing Director & CEO
DIN: 00060972
Piace: Noida (U.P)
Date: 22nd May, 2023
+91-9892691696
