himalaya granites ltd Directors report

Dear Shareholders,

Your Directors have the pleasure in presenting the 34^th Annual Report on the business and operations of the Company and the Audited Financial Statements of the Company for the financial year ended March 31, 2022.

1. FINANCIAL HIGHLIGHTS

(Amount in Rs.)

Particulars	2021-22	2020-21
Revenue from Operations	35,70,000	59,16,000
Other Income	1,03,81,690	5,19,813
Profit/(Loss) before Finance Cost, Depreciation & Amortization Expenses and Tax Expenses	16,45,254	9,96,303
Less : Finance Cost	21,986	-
Less : Depreciation & Amortization Expenses	10,60,424	10,83,802
Profit/(loss) before tax	5,62,844	(87,499)
Less: Provision for Taxation	2,97,721	-
Profit/(loss) for the year	2,65,123	(87,499)
Add: Other Comprehensive Income (Net of Taxes)	(4,66,750)	48,605
Total Comprehensive Income (Net of Taxes)	(2,01,627)	(38,894)
Balance brought forward from earlier years	(7,67,13,904)	(7,66,75,010)
Balance carried to Balance Sheet	(7,69,15,530)	(7,67,13,904)

2. OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

During the year under review, your Company continued to let out part of its factory sheds till October 31, 2021. During the financial year 2021-22, your Company posted a total Income of ^1,39,51,690/- as against ^64,35,813/- in the financial year 2020-21. The Company reported a profit of ^2,65,123/- (before other comprehensive income) during the financial year 2021-22 as against loss of ^87,499/- (before other comprehensive income) in the financial year 2020-21.

3. FUTURE OUTLOOK AND EXPANSION

During the year under review, your Board of Directors has announced to set-up a Greenfield Project for the manufacturing of plywood and allied products, having a proposed capacity of 18.9 million square meter per annum at Tindivanam, Tamil Nadu, with an investment of approximately ^ 125 Crore.

4. DIVIDEND

Considering the losses (after other comprehensive income) incurred by the Company in the current financial year and accumulated losses, your Directors have not recommended any dividend for the financial year under review.

5. SUBSIDIARIES AND ITS PERFORMANCE

Your Company had no Subsidiaries, Joint Venture or Associate Company during the year under review.

6. TRANSFER TO GENERAL RESERVE

In view of the losses (after other comprehensive income) during the financial year ended March 31, 2022, no amount is proposed to be transferred to the General Reserve.

7. BOARD OF DIRECTORS

There was no change in the composition of Board of Directors of the Company during the year under review.

None of the Directors of your Company are disqualified from being appointed as a director under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ramesh Kumar Haritwal (DIN: 01486666), Managing Director & CEO of the Company, will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Board recommends his re-appointment at the ensuing AGM.

For the financial year 2021-22, the Company had received declarations from all the Independent Directors viz. Mr. Shalabh Jalan (DIN: 01089278) and Mr. Manojit Dash (DIN: 08960450) confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs.

Further, in the opinion of Board of Directors, the Independent Directors of the Company appointed / re-appointed during the financial year 2021-22 are persons of integrity and possess relevant expertise, experience and proficiency.

8. CHANGES IN SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company.

9. CHANGE OF NAME OF THE COMPANY

During the year under review, the name of the Company has been changed from Himalaya Granites Limited to "HG Industries Limited" and a fresh certificate of incorporation was issued by Registrar of Companies, Chennai, dated July 02, 2021.

10. KEY MANAGERIAL PERSONNEL

The details of the Key Managerial Personnel of the Company are provided as under:

1. Mr. Ramesh Kumar Haritwal (Managing Director & CEO)

2. Mr. Jayasankar Ramalingam (Chief Financial Officer)

3. Mr. Hariom Pandey (Company Secretary)

During the financial year 2021-22, there was no change in the Key Managerial Personnel of the Company.

11. MEETINGS OF THE BOARD

During the financial year 2021-22, Seven (7) meetings of the Board of Directors of the Company were held on May 05, 2021, June 30, 2021, July 21, 2021, September 28, 2021, November 13, 2021, December 13, 2021 and February 01, 2022. The composition of the Board of Directors and their attendance at the Board Meetings held during the financial year 202122 are as below:

Name of the Directors and Director Identification Number [DIN]	Category of Directorship	No. of Board Meetings
		Held	Attended
Mr. Ramesh Kumar Haritwal [DIN: 01486666]	Managing Director & CEO	7	7
Ms. Mathangi Ramanujam [DIN: 07095686]	Non-Executive Director	7	7
Mr. Manojit Dash [DIN: 08960450]	Non-Executive Independent Director	7	7
Mr. Shalabh Jalan [DIN: 01089278]	Non-Executive Independent Director	7	7

Further, during the financial year 2021-22, a resolution was passed by the Board of Directors through circulation on May 10, 2021 in compliance with the provisions of Section 175 and other applicable provisions of the Companies Act, 2013.

12. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 25 (3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on February 01, 2022 have evaluated the performance of Non-Independent Directors after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. Based on evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board had carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board.

The criteria for evaluation are outlined below:

a. For Independent Directors:

- Knowledge and skills

- Professional conduct

- Duties, role and functions

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Rendering independent and unbiased opinion and judgements

- Attendance and active participation in meetings of Board and Committees of the Board and Members of the Company

- Assistance in implementing corporate governance practices

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Study of agenda in depth prior to the Meeting

- Contribution towards the formulation and implementation of strategy for achieving the goals of the Company

b. For Executive and Non-Executive Directors:

- Performance as Team Leader/Member

- Evaluating business opportunity and analysis of Risk Reward Scenarios

- Professional conduct and Integrity

- Sharing of Information with the Board

- Attendance and active participation in the Board and Committee of the Board and Meetings of Members of the Company

- Whether difference of opinion was voiced in the meeting

- Whether Executive Directors were able to answer the queries raised by Independent Directors

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Assistance in formulation of statutory and non-statutory policies for the Company

- Ensures implementation of decisions of the Board

- Ensures compliance with applicable legal and regulatory requirements

- Alignment of Companys resources and budgets to the implementation of the organizations strategic plan

- Creativity and innovations in creating new products

- Understanding of the business and products of the Company

c. For Committees of the Board:

- Adequate and appropriate written terms of reference

- Volume of business handled by the committee set at the right level?

- Whether the committees work in an inclusive manner

- Effectiveness of the Boards Committees with respect to their role, composition and their interaction with the Board

- Are the committees used to the best advantage in terms of management development, effective decision, etc.

- Attendance and active participation of each member in the meetings

- Review of the action taken reports and follows up thereon

d. For Board of Directors as a whole:

- Setting of clear performance objectives and how well it has performed against them

- Contribution to the testing and development and strategy

- Contribution to ensuring robust and effective risk management

- Composition of the Board and its committees appropriate with the right mix of knowledge and skills sufficient to maximize performance in the light of future strategy

- Effectiveness of inside and outside Board relationship

- Responding to the problems or crises that have emerged

- Relationship between Board and its Committees and between committees themselves

- Communication with employees and others

- Updation with latest developments in regulatory environments and the market in which the Company operates

- Role and functioning of the Board on the matters pertaining to financial reporting and internal controls

- Contribution of the Board for ensuring that the Company is adhere to the statutory and regulatory compliances as applicable to the Company

The Directors expressed their satisfaction with the evaluation process.

13. AUDIT COMMITTEE

As on March 31, 2022, the Audit Committee of the Company comprises of three members with two Independent Directors namely Mr. Manojit Dash [DIN: 08960450] (Chairman), Mr. Shalabh Jalan [DIN: 01089278] (Member) and Mr. Ramesh Kumar Haritwal [DIN: 01486666] (Member), Managing Director & CEO of the Company. The Committee, inter alia, reviews the internal control system and report of Internal Auditors. The Committee also reviews the Financial Statements before they are placed before the Board. The brief terms of reference of the Committee and the details of the Committee meetings are provided herein below:

Terms of References of Audit Committee are as follows:

Powers of Audit Committee:

1. To investigate any activity within its terms of reference;

2. To seek information required from any employee;

3. To obtain external, legal or other professional advice;

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee:

The role of the Audit Committee shall include the following:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors except those which are specifically prohibited;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Modified opinion(s) in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as may be referred to by the Board or mandated by regulatory provisions from time to time;

21. Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments.

Review of information by Audit Committee:

1. The Audit Committee shall mandatory review the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses;

e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee; and

f. Statement of deviations:

i) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulations 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ii) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings and attendance:

During the financial year 2021-22, five (5) meetings of the Audit Committee were held on May 05, 2021, June 30, 2021, July 21,

2021, November 13, 2021 and February 01, 2022 and the attendance of the Committee Members were as under:

Name of the Committee Members	Category	No. of Meetings
		Held	Attended
Mr. Manojit Dash	Non-Executive -Independent Director	5	5
Mr. Shalabh Jalan	Non-Executive -Independent Director	5	5
Mr. Ramesh Kumar Haritwal	Executive- Non- Promoter Director	5	5

Further, during the financial year 2021-22, two resolutions were passed by the Members of the Audit Committee through circulation on December 13, 2021 in compliance with the provisions of Section 175 and other applicable provisions of the Companies Act, 2013.

14. NOMINATION AND REMUNERATION COMMITTEE

As on March 31, 2022, the Nomination and Remuneration Committee of the Company comprises of three members namely Mr. Manojit Dash [DIN: 08960450] (Chairman), Mr. Shalabh Jalan [DIN: 01089278] (Member) and Ms. Mathangi Ramanujam [DIN: 07095686] (Member). The brief terms of reference of the Committee and the details of the Committee meetings are provided herein below:

Terms of Reference of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee shall be responsible for, among other things, as may be required by the Company from time to time, the following:

1. To formulate criteria for:

a. determining qualifications, positive attributes and independence of a director;

b. evaluation of independent directors and the Board of Directors.

2. To devise the following policies on:

a. remuneration including any compensation related payments of the directors, key managerial personnel and other employees and recommend the same to the board of the Company;

b. board diversity laying out an optimum mix of executive, independent and non-independent directors keeping in mind the needs of the Company.

3. To identify persons who are qualified to:

a. become directors in accordance with the criteria laid down, and recommend to the Board the appointment and removal of directors;

b. be appointed in senior management in accordance with the policies of the Company and recommend their appointment or removal to the HR Department and to the Board.

4. To carry out evaluation of the performance of every director of the Company;

5. To specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;

6. To express opinion to the Board that a director possesses the requisite qualification(s) for the practice of the profession in case the services to be rendered by a director are of professional nature.

7. To carry out such other business as may be required by applicable law or delegated by the Board or considered appropriate in view of the general terms of reference and the purpose of the Nomination and Remuneration Committee.

8. To decide whether to extend or continue the term of appointment of the independent director, on the basis of report of performance evaluation of independent directors;

9. To recommend to the board, all remuneration, in whatever form, payable to senior management.

Meetings and attendance:

During the financial year 2021-22, three (3) meetings of the Nomination and Remuneration Committee were held on May 05, 2021, September 28, 2021 and February 01, 2022 and the attendance of the Committee Members were as under:

Name of the Committee Members	Category	No. of Meetings
		Held	Attended
Mr. Manojit Dash	Non-Executive -Independent Director	3	3
Mr. Shalabh Jalan	Non-Executive -Independent Director	3	3
Ms. Mathangi Ramanujam	Non-Executive -Director	3	3

Summary on Remuneration Policy of the Company

The Board of Directors has adopted the Remuneration Policy on the recommendation of the Nomination and Remuneration Committee in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy applies to all the "Executives" of the Company and is valid for all employment agreements entered into after the approval of the Policy and for changes made to existing employment agreements thereafter. In keeping with the provisions of Section 178, the remuneration structure of the Company comprises of fixed remuneration (including fixed supplements), performance- based remuneration (variable salary) pension schemes, where applicable, other benefits in kind and severance payment, where applicable. Further, the Policy states that the Non-Executive Directors and Independent Directors of the Company may receive remuneration only by way of fee and reimbursement of expenses for participation in meetings of the Board or Committee thereof and profit related commission, as may be permissible by the applicable law. Additionally, the Policy also lays down the overall selection criteria for the Executives of the Company which is based on broad heads such as competencies, capabilities, compatibility, strong interpersonal skills, commitment among others.

The latest policy is available on the website of the Company at https://www.hgl.co.in/2019-20/Remuneration%20Policy.pdf

15. STAKEHOLDERS RELATIONSHIP COMMITTEE

As on March 31, 2022, the Stakeholders Relationship Committee of the Company consists of two Independent Directors namely Mr. Shalabh Jalan [DIN: 01089278] (Chairman) and Mr. Manojit Dash [DIN: 08960450] (Member) of the

Committee. The brief terms of reference of the Committee and the details of the Committee meetings are provided herein below: Terms of Reference for the Stakeholders Relationship Committee:

i. To ensure proper and timely attendance and redressal of grievances of security holders of the Company in relation to:

a. Transfer/transmission of shares,

b. Non-receipt of annual reports,

c. Non-receipt of declared dividends,

d. Issue of new/duplicate certificates,

e. General meetings,

f. All such complaints directly concerning the shareholders / investors as stakeholders of the Company; and

g. Any such matters that may be considered necessary in relation to shareholders and investors of the Company.

ii. Reviewing the measures taken for effective exercise of voting rights by shareholders.

iii. Reviewing the adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent.

iv. Reviewing the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividend and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

v. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from the shareholders from time to time;

vi. To review and / or approve applications for transfer, transmission, transposition and mutation of share certificates including issue of duplicate certificates and new certificates on split / sub-division / consolidation / renewal and to deal with all related matters;

vii. To review and approve requests of de-materialization and re-materialisation of securities of the Company and such other related matters;

viii. Appointment and fixing of remuneration of RTA and overseeing their performance;

ix. Review the status of the litigation(s) filed by/against the security holders of the Company;

x. Review the status of claims received for unclaimed shares;

xi. Recommending measures for overall improvement in the quality of investor services;

xii. Monitoring implementation and compliance with the Companys Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 2015;

xiii. Review the impact of enactments/ amendments issued by the MCA/ SEBI and other regulatory authorities on matters concerning the investors in general;

xiv. Such other matters as per the directions of the Board of Directors of the Company and/ or as required under Regulation 20 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, from time to time.

Meetings and attendance:

During the financial year 2021-22, one (1) meeting of Stakeholders Relationship Committee was held on February 01, 2022 and the attendance of Committee Members were as under:

Name of the Committee members	Category	No. of meetings
		Held	Attended
Mr. Shalabh Jalan	Non-executive -Independent Director	1	1
Mr. Manojit Dash	Non-executive -Independent Director	1	1

The table below gives the number of Shareholders Complaints received, resolved and pending during the financial year 2021-22.

Number of Complaints:

Received	Resolved	Pending
Nil	Nil	Nil

16. COMMITTEE OF INDEPENDENT DIRECTORS

During the financial year 2021-22, your company had constituted a Committee of Independent Directors as required under the provisions of Regulation 26 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, pursuant to the open offer by Greenlam Industries Limited, for the acquisition of 11,62,602 Equity Shares of the Company. The Committee was constituted on September 28, 2021 by the Board of Directors, comprising both the Independent Directors of the Company.

The Composition of the Committee of Independent Directors was as follows:

Name of the Committee members	Category
Mr. Shalabh Jalan, [DIN: 01089278]	Non-executive -Independent Director
Mr. Manojit Dash, [DIN: 08960450]	Non-executive -Independent Director

During the year under review, one (1) meeting of the Committee of Independent Directors was held on October 23, 2021, where both the Independent Directors of the Company were present.

Further, the Committee of Independent Directors, was dissolved on February 01, 2022, post completion of the open offer by Greenlam Industries Limited.

17. INDEPENDENT DIRECTORS AND THEIR MEETING

As on March 31, 2022 there were two (2) Independent Directors of the Company as per following details:

1. Mr. Shalabh Jalan, [DIN: 01089278]

2. Mr. Manojit Dash, [DIN: 08960450]

During the year under review, one (1) meeting of the Independent Directors was held on February 01, 2022, where both the Independent Directors of the Company were present.

18. VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Whistle Blower Policy to establish Vigil Mechanism for Directors and employees of the Company to report genuine concerns. The Policy is revised from time to time to align it with applicable regulations or organisations suitability. The latest policy is available on the website of the Company at https://hgl.co.in/2019-20/Vigil%20Mechanism%20Policy.pdf. This Policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel have been denied access to the Chairperson of the Audit Committee.

19. RISK MANAGEMENT

The Company takes necessary steps to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks as identified by the business and functions would be systematically addressed through mitigating actions on a continuous basis.

20. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down internal financial controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes. The Audit Committee of the Board, from time to time, evaluated the internal financial control of the Company with regard to the following-

1. Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

21. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the compliance under Section 135 of the Companies Act, 2013 was not applicable to the Company. Further, considering the financial position and other factors, your Company could not take any initiative in this regard.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered into during the financial year 2021-22, were on arms length basis and in the ordinary course of business. The particulars of material related party transactions which were entered into on arms length basis are provided in Form AOC- 2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 which is annexed herewith as "Annexure-I". There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

23. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year ended March 31, 2022, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2022 and of the profit / loss of the Company for that period;

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. MATERIAL CHANGES

During the year under review, the shareholders vide special resolutions passed through postal ballot on June 10, 2021, approved:

A. To change the name of the Company from Himalaya Granites Limited to HG Industries Limited.

B. To change the main object clause of the Memorandum of Association of the Company.

Further, Greenlam Industries Limited had acquired 34,70,966 equity shares aggregating to 74.91% of the equity share capital of the Company during the year under review. Consequently, the Company became a subsidiary of Greenlam Industries Limited w.e.f. December 03, 2021.

The Company at its Board Meeting held on December 13, 2021 passed a resolution for the shifting of its Registered Office from the State of Tamil Nadu to National Capital Territory (NCT) of Delhi subjected to the approval of shareholders. Subsequently, the aforesaid matter was approved by the shareholders by passing a special resolution vide postal ballot on January 21, 2022. The Company has filed the requisites forms, inter alia, e-Form INC-23 for the approval of the Regional Director (Southern Region) and the same is pending for approval.

Further, your Board of Directors on December 13, 2021 announced to set-up a greenfield project for the manufacturing of plywood and allied products, having a proposed capacity of 18.9 million square meter per annum at Tindivanam, Tamil Nadu.

Further, there have been no material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2022 and to the date of this report.

25. CHANGE IN THE NATURE OF BUSINESS

During the year under review, the Company has deleted all the activities related to the business of granites and monuments from main object clause of the Memorandum of Association of the Company and included the business of manufacturing, marketing and trading of paper based, wood based and plastic based products of all kinds and descriptions including plywood, laminates, decorative veneers, door sets, flooring etc. in its main objects pursuant to Special Resolution passed by the Members of the Company through Postal Ballot on June 10, 2021.

26. ALTERATION IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

The Company has amended its Memorandum of Association (MOA) pursuant to Special Resolutions passed by the members of the Company by way of Postal Ballot on June 10, 2021, with respect to the following:

A. Change in main object clause of the MOA:

i. The Alteration of existing clause III(A) of the Memorandum of Association ("MOA") of the Company by replacing the existing sub clauses 1 to 6 of Clause III(A) of MOA with the new clause including the new business activities pertaining to the business of manufacturing, marketing and trading of paper based, wood based and plastic based products of all kinds and descriptions including plywood, laminates, decorative veneers, door sets, flooring etc.

ii. The existing sub clauses 7 and 8 of Clause III(A) of MOA be and are hereby renumbered as sub clauses 2 and 3 respectively.

B. Change in name clause of the MOA:

To change the name of the Company from Himalaya Granites Limited to HG Industries Limited.

Further, the Members of the Company have passed a Special Resolution for shifting of the Registered Office of the Company from the State of Tamil Nadu to National Capital Territory of Delhi by way of Postal Ballot on January 21, 2022.

27. PUBLIC DEPOSITS

The Company did not invite or accept any deposits from the public in terms of Chapter V of the Companies Act, 2013, during the period under review.

28. LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 513723. The Company confirms that the annual listing fees to the stock exchange for the financial year 2022-23 have been duly paid.

29. INSURANCE

The Companys properties, including building, plant, machineries and stocks, among others are adequately insured against risks.

30. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans granted, Guarantees given and Investments made, if any, during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statement of the Company forming part of this Annual Report.

31. AUDITORS AND THEIR REPORT

(a) Statutory Auditors:

The Members of the Company at the 31^st Annual General Meeting (AGM) held on September 27, 2019, have approved the appointment of M/s. S. P. Shaw & Co., Chartered Accountants (ICAI Firm Registration No. 314229E), as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 31^st AGM till the conclusion of 36^th AGM to be held in financial year 2024-25.

The Statutory Auditors Report on the Financial Statements of the Company for the financial year ended March 31, 2022 forms part of this Annual report.

(b) Secretarial Auditors:

The Board of Directors of the Company at their meeting held on November 13, 2021 appointed Mr. Dilip Kumar Sarawagi, Practicing Company Secretary, Proprietor of M/s. DKS & Co., (ICSI Firm Registration No. S1990WB007300), having office at 173, M.G. Road, 1^st Floor, Kolkata-700007, for conducting the Secretarial Audit of the Company for the financial year 2021

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2022 is annexed herewith as "Annexure- II".

(c) Cost Auditors:

Your Company was not required to appoint Cost Auditor for the financial year ended March 31, 2022. Further, pursuant to sub-section (1) of Section 148 of the Companies Act, 2013, the maintenance of Cost Records as specified by the Central Government is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

(d) Internal Auditors:

The Board of Directors has appointed M/s. AS & Associates, Cost Accountants, as the Internal Auditors of the Company to carry out internal audit of the Company. The Audit Committee periodically reviews the Internal Audit Report.

32. RESPONSE TO AUDITORS REMARKS

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors or by the Secretarial Auditors in their Statutory Audit Report and Secretarial Audit Report, respectively and hence, no explanation or comments of the Board is required in this matter.

33. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 (the Act) Annual Return for previous financial years and draft Annual Return for the Financial Year 2021-22 to be filed with the Registrar pursuant to Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is available on website of the Company at https://hgl.co.in/annualreturn.php

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

Since the Companys operations for part of the year pertains to renting activities, your Company has no such scope relating to conservation of energy and technology absorption as stipulated in Rule 8(3) of Companies (Accounts) Rules, 2014. There has been no Technology absorption by the Company during last three financial years. Further, there was no Foreign Exchange Earnings and outgo during the year under review.

35. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-III".

36. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

37. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE AND DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Pursuant to the requirement under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been duly constituted by the Company and the composition of the same is disclosed in the Anti-Sexual Harassment Policy which is posted on the website of the Company under the link https://hgl.co.in/policies.php.

Further, no complaint was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

During the period under review, there were no significant and material orders passed by any regulators / court / tribunal impacting the going concern status and the Companys operations in future.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2021-22, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

40. NON-APPLICABILITY OF CORPORATE GOVERNANCE REPORT AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding Corporate Governance Report, is not mandatory to your Company presently. In view of the same, the Corporate Governance Report is not provided in the Annual Report.

41. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

(a) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

(b) Number of shareholders who approached the Company for transfer of shares from suspense account during the year: Nil

(c) Number of shareholders to whom shares were transferred from suspense account during the year: Nil

(d) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

(e) The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not applicable.

42. DISCLOSURE REGARDING COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with all the mandatorily applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

43. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks and appreciation to financial institutions, vendors, clients, investors, Central Government, State Governments, other regulatory authorities and other stakeholders for their continuing support and Co-operation.