To,
The Members,
Your Directors have pleasure in presenting the 33rd Annual Report on the business and
operations of the Company, together with the audited financial statements for the
financial year ended March 31,2018.
HIGHLIGHTS OF FINANCIAL RESULTS
The Companys financial performance, for the year ended March 31,2018 is summarized
below:
| Particulars |
Year ended March 31, 2018 (Rs. In Lacs) |
Year ended March 31,2017 (Rs. In Lacs) |
|
Consolidated |
Standalone |
Consolidated |
Standalone |
| Net Revenue from operations: |
|
|
|
|
| Engineering Procurement Construction Management (EPCM) |
41,924.86 |
41,924.86 |
27,275.07 |
25,865.02 |
| Media, Consulting and allied services |
11,810.12 |
11,805.27 |
4,972.53 |
4,887.86 |
| Total Revenue from operations |
53,734.98 |
53,730.13 |
32,247.60 |
30,752.88 |
| Other Income |
84.23 |
78.82 |
11.72 |
11.58 |
| Total expense other than Finance Cost, Depreciation and amortization |
50,443.96 |
50,412.75 |
29,871.70 |
28,248.25 |
| Earnings before Finance Cost, Depreciation, amortization and tax
(EBIDTA) |
3375.25 |
3396.20 |
2,387.62 |
2,516.21 |
| Depreciation & amortization |
176.72 |
176.42 |
116.10 |
115.38 |
| Earnings before Finance Cost and Tax |
3198.53 |
3219.78 |
2,271.52 |
2,400.83 |
| Finance costs (net) |
679.86 |
679.37 |
483.89 |
483.63 |
| Profit before tax (PBT) |
2518.67 |
2540.41 |
1,787.63 |
1,917.20 |
| Tax expenses |
910.67 |
910.67 |
665.19 |
663.50 |
| Profit after tax (PAT) |
1608.00 |
1629.74 |
1,120.60 |
1,251.61 |
| Basic earnings per share (?) |
1.39 |
1.42 |
0.98 |
1.09 |
| Diluted earnings per share |
1.39 |
1.42 |
0.98 |
1.09 |
DIVIDEND
The Board of Directors of the Company at their meeting held on May 30, 2018 have
recommended a dividend of Re. 0.10/- (Ten Paisa) per equity share of Re. 1/- (i.e.10% on
the face value of the shares) as final dividend for the financial year 2017-18.
The dividend will be paid to members whose names appear in the Register of Members as
on September 18, 2018 and in respect of shares held in dematerialized form, it will be
paid to members whose names are furnished by National Securities Depository Limited and
Central Depository Services (India) Limited, as beneficial owners as on that date.
CORPORATE GOVERNANCE
The Company has vigorously taken steps to follow the best corporate governance
practices aimed at building
trust among the key stakeholders, shareholders, employees, customers, suppliers and
other stakeholders on four key elements of corporate governance - transparency, fairness,
disclosure and accountability and the Certificate from Practicing Company Secretary forms
a part of this Report.
OPERATIONS AND BUSINESS PERFORMANCE:
Turnover
During the year ended March 31, 2018 the Companys total revenue is Rs.53,730.13 Lacs
as against Rs. 30,752.88 lacs in the previous period.
Analysis of Income from Operations
During the year under review, income from Engineering Procurement and Construction
Management was Rs. 41,924.86 Lacs as compared to Rs. 25,865.02 Lacs during
the previous year. During the year under review, income from Media consulting and allied
services was Rs. 11,805.27 Lacs as compared to Rs 4,887.86 Lacs during the
previous year.
| Financial Year |
Sales / Turnover (Rs. In Lakhs) |
Percentage of Total Turnover (%) |
|
|
EPCM |
Media & Entertainment |
| 2016-17 |
30.752.88 |
84.11 |
15.89 |
| 2017-18 |
53,730.13 |
78.03 |
21.97 |
Other Income
Other income for the year is Rs. 78.82 Lacs against Rs. 11.58 Lacs in the
previous year. As was the case last year, for the year under review, Income from foreign
exchange fluctuations and interest income are major contributors to other income of the
Company.
Other expenses
During the year, other expenses were Rs. 1054.16 Lacs as against Rs. 846.79 Lacs in the
previous period. DIRECTORS
Pursuant to sections 149, 152 and other applicable provisions, if any, of the Companies
Act, 2013, one-third of such of the Directors are liable to retire by rotation and shall
retire every year and, if eligible, offer themselves for re-appointment at every AGM.
Consequently, Mr. Sandeep R. Arora (DIN: 02587811), Director will retire by rotation at
the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with
the provisions of the Companies Act, 2013.
Further during the year under review following directors of the Company have resigned
from the Directorship of the Company:
| Sr. No. |
Name of the Director |
Date of Resignation |
| 1. |
Mr. Paul Taylor |
June 9, 2017 |
The Board places on record its appreciation to the resigned directors, for his valuable
guidance provided during his tenure as Director of the Company.
DECLARATION BY INDEPENDENT DIRECTORS: {SECTION 134 (3)(D)}
The Independent Directors of the Company are not associated with the Company in any
manner as stipulated under section 149(6) of Companies Act, 2013 and at same time possess
relevant expertise and experience that are additive to the Board of the Company for
delivering higher growth and higher value.
The brief resume of the Directors being appointed/ reappointed, the nature of their
expertise in specific functional areas, names of companies in which they have held
Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are
furnished in the explanatory statement to the notice of the ensuing AGM.
The Directors recommend their appointment/re-appointment at the ensuing AGM.
Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with
respect to statement on declaration given by Independent Directors under Section 149(6) of
the Act, the Board hereby confirms that all the Independent Directors of the Company have
given a declaration and have confirmed that they meet the criteria of independence as
provided in the said Section 149(6).
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:
| Sandeep Ramkrishna Arora |
Chairman & Managing Director |
| Chintan Kapadia |
Whole time Director & Chief Financial Officer |
| Arunkumar Tyagi |
Whole - Time Director |
| *Unnati A Amodwala |
Company Secretary & Compliance Officer |
| #Neha Kothiyal |
Company Secretary & Compliance Officer |
*Ms. Unnati Amodwala has resigned from the post of Company Secretary & Compliance
Officer w.e.f. March 31,2018 #Ms. Neha Kothiyal was appointed as a Company Secretary &
Compliance Officer w.e.f. April 17, 2018.
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there are NIL employees drawing remuneration in excess of the
limits prescribed in the Act.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as ‘Annexure -A which forms
part of this report.
BOARD MEETINGS
During the financial year 2017-18, the Board of Directors met 11 (Eleven) times and the
date of Board Meeting were May 30, 2017, June 7, 2017, June 20, 2017, August 9, 2017,
September 2, 2017, September 11,2017, September 15, 2017, November 13, 2017, December 14,
2017, February 14, 2018, and March 31,2018. The gap between any two meetings has been less
than 120 days.
Details of the Board of Directors and Attendance Record of Directors during the
financial year ended March 31,2018 is as under:
| Name |
Board Meetings held |
Board Meetings attended |
| Sandeep Ramkrishna Arora |
11 |
11 |
| Chintan Arvind Kapadia |
11 |
11 |
| Arunkumar Tyagi |
11 |
11 |
| Anupam Kumar |
11 |
05 |
| Mataprasad Bulakidas Sharma |
11 |
09 |
| Sudhir Vinayak Yashwantrao |
11 |
09 |
| Sonia Khenduja |
11 |
09 |
| *Paul Anthony Taylor |
11 |
00 |
* Paul Anthony Taylor, has resigned from the Directorship of the Company w.e.f June
9, 2017
SHARE CAPITAL
During the year under review the Company has not issued any securities. The entire
share capital of the Company is listed and traded on BSE Limited and National Stock
Exchange of India Limited.
Remuneration Policy
The Companys Remuneration Policy for Directors, Key Managerial Personnel, and other
employees is available on the website of the Company i.e. www.highgroundenterprise.com
Familiarization Programme
The Company has established a Familiarization Programme for Independent Directors.
As per Reg. 25(7) of SEBI (LODR) In which the Board briefed them about the following
points:
a) Nature of the industry in which the Company operates
b) Business model of the Company
c) Roles, rights, responsibilities of independent directors
d) Any other relevant information
RELATED PARTIES TRANSACTIONS
All the transactions with related parties are in the ordinary course of business and on
arms length basis. The details of the transactions entered into between the Company and
the related parties are given in AOC-2 as Annexure B to this report.
Your attention is drawn to the Related Party disclosures set out in Note no. 2.(15) of
the Standalone Financial Statements.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
During the year under review the Company has not entered into any transactions under
section 186 of the Companies Act, 2013. However previous year Un-Quoted Non - Current
Investment made by the Company is as follows:
| Sr. No. Name of the Entity |
Particulars of Transaction |
Amount in Rs.Lacs (2017-18) |
Amount in Rs. Lacs (2016-17) |
| 1. HGEL Integrated Private Ltd. |
Investment in Subsidiary Company at cost |
1.00 |
1.00 |
| 2. Color Bar Private Ltd. |
Investment in Subsidiary Company at cost |
1.00 |
1.00 |
| 3. Chitra Talent Management Pvt.ltd. |
Investment in Associate Company at cost |
0.49 |
0.49 |
| 4. HGEL International Pte Ltd |
Investment in Wholly Owned Subsidiary Company- at cost |
4.97 |
3.86 |
MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE
There is no material Event that have occurred after the Balance sheet date.
SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND COMPANYS
OPERATIONS
There had been no significant / material orders passed against the Company, which shall
impact the going concern status.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to
the directors responsibility statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts for the year ended March 31,2018 the
applicable Accounting standards had been followed along with proper explanation relating
to the material departures;
(b) the Directors of the Company had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company, as at March 31,2018 and
profit of the Company for the year ended March 31,2018.
(c) the Directors of the Company had taken proper and sufficient care for the
maintenance of proper accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) the Directors of the Company had prepared the accounts of the Company for the
financial year ended March 31,2018 on a going concern basis and;
(e) the Directors of the Company had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
STATUTORY AUDITORS AND THEIR REPORT
Pursuant to Section 139 of the Companies Act, 2013, the tenure 5 (Five) years of the
Statutory Auditor M/s. Jain Chowdhary & Co., Chartered Accountants (Firms
Registration No. 113267W), have been concluded at this Annual General Meeting. The Board
of Directors of the Company upon recommendation from the Audit Committee have decided to
re-appoint the Statutory Auditor for a further period of 5 years (i.e) the second
consecutive term of their appointment as per the provision of section 139(2) of the
Companies Act 2013 read with relevant rules mad therein under.
M/s. Jain Chowdhary & Co., have given their consent & eligibility for
re-appointment and have stated that their appointment if made at the ensuing Annual
General Meeting, would be in accordance within the limit of the Act & that they are
not disqualified from being appointed as statutory auditor of the Company.
AUDITORS QUALIFICATION AND BOARDS COMMENT
The Statutory auditors of the Company have not made any adverse remark in their report
on the standalone and consolidated financial statements of the Company and the other
remark and information mentioned in the auditor report are self explanatory in nature and
does not call for any explanation from the Board of Directors.
SECRETARIAL AUDITORS AND THEIR REPORT
Mr. Amit R. Dadheech, Company Secretaries, was appointed as Secretarial Auditors of the
Company for the financial year 2017-18. Pursuant to Section 204 of the Companies Act,
2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is
attached as Annexure C and forms part of this report.
There are qualifications, observations and other remarks of the Secretarial Auditors in
the Report issued by them for the financial year 2017-18 which are self explanatory in
nature and does not call for any explanation from the Board of Directors.
NATURE OF BUSINESS
Presently the Company operates in two divisions namely:
Division 1: EPCM (Engineering Procurement and Construction Management)
a) Oil & Gas sector
b) Infra & support services / Consulting Division 2: Allied media services
(M&A)
There has been no change in the nature of business of the Company carried out by the
Company during the year under review.
SUBSIDIARIES:
The Company two wholly owned subsidiaries, the details of the same are set below:
| Sr. No |
Name of the Subsidiary |
Date of incorporation |
Country |
Business |
| 1. |
Colour Bar Private Limited |
March 12, 2015 |
India |
Post Production |
| 2. |
HGEL Integrated Pvt. Ltd |
January 19, 2015 |
India |
infra -projects viz. mining & exploration of natural resources & Stone Mining |
| 3. |
HGEL International Pte Ltd. |
January 23,2017 |
Singapore |
General Wholesale trade (including general Importers and Exporters) |
The statement containing salient features of the financial statement of the above
subsidiaries in Form AOC-1 is given in Annexure-D.
These documents shall also be available for inspection at the registered office of the
Company during business hours up to the date of the ensuing AGM.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology
Absorption, are not applicable to the Company.
Details of Foreign Earning & Outflow are stated below: (Rs. In lakh)
|
Amount 2017-18 |
Amount 2016-17 |
| Foreign Earnings |
6.77 |
-15.18 |
| Foreign Exchange Out-flow |
Nil |
Nil |
CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
The Companys shares are listed on the Bombay Stock Exchange (BSE) Limited & The
National Stock Exchange of India Limited. The details of the same are mentioned below as
on March 31,2018:
| Name of the Stock Exchange |
Number of shares (Equity) listed on the stock exchange |
| BSE Ltd (BSE) |
115115949 |
| National Stock Exchange of India Limited (NSE) |
115115949 |
The Company has regularly paid all the listing fees to the stock exchange and custodial
fees to the depositories. EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return for the year ended March 31,2018 as provided under
sub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management &
Administration) Rules, 2014 is attached as Annexure-E and forms part of this
report. However the same is also available st the website of the Company viz.
www.highgroundenterprise.com .
CORPORATE GOVERNANCE
As required by the existing Regulation 34(3) of the Listing Regulation, a detailed
report on Corporate Governance is included in the Annual Report. The certificate from a
practicing company secretary have been obtained for compliance of the requirements of
Corporate Governance in terms of Regulation 34(3) of the Listing Regulation and the same
is annexed to the Report on Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Social Welfare Activities has been an integral part of the Company since inception. The
Company is committed to fulfill its social responsibility as a good corporate citizen. The
Company fulfills the criteria set out in the section 135 of the Companies Act, 2013 and
relevant rules stating applicability of the section. However, the Board of Directors of
the Company has constituted a CSR Committee under review with 3 (three) of its Board
members. Contents of Corporate Social Responsibility Policy in the Boards report are
given in the report on CSR activities in Annexure F.
MANAGERIAL REMUNERATION:
Disclosures of the ratio of the remuneration of each director to the median employees
remuneration and other details as required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is within the limits as prescribed under the Companies Act,
2013.The disclosure as required under section 134 of the Companies Act, 2013 read with
relevant rules made therein under, is attached as Annexure - A and form part of
this report
BOARD COMMITTEES
The Company has the following Committees of the Board:
• Audit Committee
• Stakeholders Relationship Committee
• Nomination & Remuneration Committee
• CSR Committee
The composition of each of the above Committees, their respective role and
responsibility is as detailed in the Report of Corporate Governance.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors of High Ground Enterprise Limited is committed to maintain the
highest standard of honesty, openness and accountability and recognize that employees have
important role to play in achieving the goal. The Companys Vigil Mechanism Policy
encourages Directors and employees to bring to the Companys attention, instances of
unethical behavior and actual or suspected incidents of fraud or violation of the conduct
that could adversely impact the Companys operations, business performance and / or
reputation. The Policy provides that the Company investigates such incidents, when
reported, in an impartial manner and takes appropriate action to ensure that the requisite
standards of professional and ethical conduct are always
upheld. It is the Companys Policy to ensure that no employee is victimized or harassed
for bringing such incidents to the attention of the Company. The practice of the Vigil
Mechanism Policy is overseen by the Board of Directors and no employee has been denied
access to the Committee.
INTERNAL FINANCIAL CONTROL
The Company believes that internal control is a necessary concomitant of the principle
of prudent business governance that freedom of management should be exercised within a
framework of appropriate checks and balances. The Company remains committed to ensuring an
effective internal control environment that inter alia provides assurance on orderly and
efficient conduct of operations, security of assets, prevention and detection of
frauds/errors, accuracy and completeness of accounting records and the timely preparation
of reliable financial information.
In compliance of the provision of the Act, the Company has appointed M/s. Kataruka
& Associates, Chartered Accountants, as its internal auditor of the Company for the
financial year 2017-18.
The Companys independent and Internal Audit processes, both at the Business and
Corporate levels, provide assurance on the adequacy and effectiveness of internal
controls, compliance with operating systems, internal policies and regulatory
requirements.
The Financial Statements of the Company are prepared on the basis of the Significant
Accounting Policies that are carefully selected by management and approved by the Board.
These, in turn are supported by a set of divisional Delegation Manual & Standard
Operating Procedures (SOPs) that have been established for individual units/ areas of
operations.
The Company has in place adequate internal financial controls with reference to the
Financial Statements. Such controls have been tested during the year and no reportable
material weakness in the design or operation was observed. Nonetheless the Company
recognizes that any internal financial control framework, no matter how well designed, has
inherent limitations and accordingly, regular audit and review processes ensure that such
systems are reinforced on an ongoing basis.
RISK & MITIGATION
The Company has identified various risks faced by the Company from different areas. As
per the provision of the Companies Act, 2013 and listing agreements, the, the Board had
adopted a risks management policy whereby a proper framework is set up. Appropriate
structures are present so that risks are inherently monitored and controlled. A
combination of policies and procedures attempts to counter risks as and when they evolve.
COST AUDITORS
As the Company is operating in the service industry, cost audit is not applicable to
the Company and hence no reporting is required.
DISCLOSURE ON DEPOSIT UNDER CHAPTER V
The Company has neither accepted nor renewed any deposits during the Financial Year
2017-18 in terms of Chapter V of the Companies Act, 2013
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a protective environment at workplace for all its
women employees. To ensure that every woman employee is treated with dignity and respect
and as mandated under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013" the Company has in place a formal policy for prevention of sexual harassment of
its women employees.
The following is the summary of sexual harassment complaints received and disposed off
during the current financial year.
Number of Complaints received: NIL Number of Complaints disposed off: NIL
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by any
Regulatory Authority, Court or Tribunal which shall impact the going concern status and
Companys operations in future.
INDUSTRIAL RELATIONS:
The Company maintained healthy, cordial and harmonious industrial relations at all
levels the enthusiasm and unstinting efforts of employees have enabled the company to
remain at the leadership position in the industry it has taken various steps to improve
productivity across organization.
ACKNOWLEDGEMENTS:
Your Directors place on record their gratitude to the Central Government, State
Governments and Companys Bankers for the assistance, co-operation and encouragement they
extended to the Company. Your Directors also wish to place on record their sincere thanks
and appreciation for the continuing support and unstinting efforts of investors, vendors,
dealers, business associates and employees in ensuring an excellent all around operational
performance.
Date: September 1,2018 Place: Mumbai
Regd. Office:
Office No. 2, Om Heera Panna Mall, 2nd Floor, Oshiwara,
Andheri (West)
Mumbai- 400053
By Order of the Board
For High Ground Enterprise Limited
Sd/-
Sandeep R. Arora
Chairman & Managing Director (DIN: 02587811)
+91-9892691696
