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H.G. Infra Engineering Ltd.

BSE: 541019 Sector: Infrastructure
NSE: HGINFRA ISIN Code: INE926X01010
BSE 00:00 | 24 Jun 534.25 2.20
(0.41%)
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538.20

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541.15

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530.00

NSE 00:00 | 24 Jun 533.95 1.60
(0.30%)
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540.90

HIGH

541.95

LOW

530.00

OPEN 538.20
PREVIOUS CLOSE 532.05
VOLUME 15260
52-Week high 830.80
52-Week low 357.90
P/E 10.28
Mkt Cap.(Rs cr) 3,482
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 538.20
CLOSE 532.05
VOLUME 15260
52-Week high 830.80
52-Week low 357.90
P/E 10.28
Mkt Cap.(Rs cr) 3,482
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

H.G. Infra Engineering Ltd. (HGINFRA) - Director Report

Company director report

Dear Shareholders/Members

Your Directors have pleasure in presenting the 19th Annual Report on thebusiness operations and financial performance of H.G. Infra Engineering Limited.("the Company" or "HGIEL") along with the Audited Financial Statements(standalone and consolidated) for the financial year ended March 31 2021 (the"Financial Year" or "FY 2020-21")

FINANCIAL RESULTS

The financial performance (standalone and consolidated) of the Company for thefinancial year ended on March 31 2021 is as follows-: (Amount in ` Millions)

Particulars Standalone Consolidated
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Revenue from operations 25275.00 21961.42 26022.54 22170.68
Other income 154.28 141.04 148.46 141.04
Total Income 25429.28 22102.46 26171.00 22311.72
Total Expenses 22608.14 19821.93 23051.06 19973.81
Share of (Loss) of associate - - - (28.54)
Profit / (loss) before tax 2821.14 2280.53 3119.94 2309.37
Tax Expense 711.54 623.31 753.40 643.26
Profit After Tax 2109.60 1657.22 2366.54 1666.11
Other comprehensive income net of tax (3.53) 6.05 (3.53) 6.05
Total Comprehensive Income for the period 2106.07 1663.27 2363.01 1672.16
EPS (Basic and Diluted) (Amount in Rs.) 32.37 25.43 36.31 25.57

REVIEW OF OPERATIONS/STATE OF AFFAIRS OF THE COMPANY

There has been no change in the nature of business of your Company during the yearunder review.

At Standalone level the Revenue from Operations increased to 25275 Million as against21961.42 Million in the previous year recording an increase of 15.09%. The Net Profitbefore Tax amounted to 2821.14 Million as against 2280.53 Million in the previous yearrecording an increase of 23.71%. The Net Profit for the year amounted to 2109.60 Millionagainst 1657.22 Million reported in the previous year recording an increase of 27.30%and total comprehensive income for the period amounted to 2106.07 Million as against1663.27 Million in the previous year recording an increase of 26.62%.

At Consolidate level the Revenue from Operations increased to 26022.54 Million asagainst 22170.68 Million in the previous year recording an increase of 17.37%. The NetProfit before Tax amounted to 3119.94 Million as against 2309.37 Million in the previousyear recording an increase of 35.10%. The Net Profit for the year amounted to 2366.54Million against 1666.11 Million reported in the previous year recording an increase of42.04% and total comprehensive income for the year amounted to 2363.01 Million as against1672.16 Million in the previous year recording an increase of 41.31%.

INFORMATION ABOUT HOLDING / SUBSIDIARIES / JOINTLY CONTROLLED OPERATIONS / ASSOCIATECOMPANY

The Company doesn't have any Holding and Associate Company as on March 31 2021.

During the year under review the following new Company has been incorporated as awholly owned subsidiary of the Company:

Name of wholly owned subsidiary Date of Incorporation
H.G. Rewari Bypass Private May 01 2020
Limited

Except above there is no companies which have become or ceased to be its subsidiariesjoint ventures or associate companies during the financial year. As on March 31 2021your Company has four (4) wholly owned subsidiaries and 3 (three) Jointly ControlledOperations. In terms of the Company's Policy on determining "materialsubsidiary" during the financial year ended March 31 2021 Gurgaon Sohna HighwayPrivate Limited was determined as a material subsidiary whose income exceeds 10% of theconsolidated income of the Company in the immediately preceding financial year. The Policyfor determining material subsidiary company as approved can be accessed on the Company'swebsite at the link https://www.hginfra. com/investors-relation.html#btn-gover

The Company is in compliance with regulation 24A of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 (the"Listing Regulations"). The Company's unlisted material subsidiary undergoSecretarial Audit and also forms part of this Annual Report. The Secretarial Audit reportof unlisted material subsidiary does not contain any qualification reservation adverseremark or disclaimer.

The Company monitors performance of subsidiary companies inter alia by the followingmeans: a) financial statements in particular investments made by subsidiary companiesare reviewed quarterly by the Company's Audit Committee; b) minutes of Board meetings ofsubsidiary companies are placed before the Company's Board regularly; c) a statementcontaining all significant transactions and arrangements entered into by subsidiarycompanies is placed before the Company's Board; and d) presentations are made to theCompany's Board on business performance of major subsidiaries of the Company by the seniormanagement.

During the year under review the Board of Directors (the "Board") alsoreviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) ofthe Companies Act 2013 (the "Act") the Company has prepared the ConsolidatedFinancial Statements of the Company which forms part of this Annual Report. Further aStatement containing salient features of the performance and financial positions of theSubsidiary and Jointly Controlled Operations in the prescribed format AOC-1 pursuant toSection 129(3) of the Act read with the Companies (Accounts) Rules 2014 is annexed as"Annexure-I" to this Report.

In accordance with Section 136(1) of the Companies Act 2013 the Annual Report of yourCompany containing inter alia Financial Statements including consolidated financialstatements has been placed on the website of the Company at https://www.hginfra.com/investors-relation.html#btn-quart. Further the financial statements of the subsidiarieshave also been placed on the website of the Company athttps://www.hginfra.com/investors-relation.html#btn-quart

Details of Wholly Owned Subsidiaries

A. Gurgaon Sohna Highway Private Limited (GSHPL)

GSHPL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a projectallotted by National Highways Authority of India i.e. "Construction of Six laning andstrengthening of new NH- 248A from existing km 11+682 to existing km. 24+400 in the stateof Haryana Package-2: Existing Ch. Km 11+682 to km 24+400 (Design Ch. km 9+282 to km22+000) under NHDP Phase IV on Hybrid Annuity Mode." During the year under reviewGSHPL has achieved Total Income of 1582.21 Million against 3295.17 Million reported inprevious year and earned Net Profit after Tax of 122.29 Million against 32.02 Millionreported in previous year.

B. H.G. Rewari Ateli Highway Private Limited (HGRAHPL)

HGRAHPL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a projectallotted by National Highways Authority of India i.e. "Upgradation of Four Lane ofRewari-Ateli Mandi Section of NH-11 from km 11.780 at Rewari to Ex. Km 43.445 near AteliMandi (designed length 30.45 km) as Feeder Route Pkg-III in the State of Haryana on HybridAnnuity Mode." During the period under review HGRAHPL has achieved Total Income of2500.95 Million against 801.56 Million reported in previous year and earned Net Profitafter Tax of 46.98 Million against 1.26 Million reported in previous year.

C. H.G. Ateli Narnaul Highway Private Limited (HGANHPL)

HGANHPL has been incorporated as Special Purpose Vehicle (SPV) for domiciling a projectallotted by National Highways Authority of India i.e. "Construction of proposedNarnaul Bypass (design length 24.0 km) & Ateli Mandi to Narnaul Section of NH-11 fromkm 43.445 to km 56.900 (design length 14.0 km) as an Economic Corridor & Feeder routePkg-II in the State of Haryana on Hybrid Annuity Mode." During the year under reviewHGANHPL has achieved Total Income of 4685.67 Million against 974.25 Million reported inprevious year and earned Net Profit after Tax of 85.64 Million against 4.09 Millionreported in previous year.

D. H.G. Rewari Bypass Private Limited (HGRBPL)

HGRBPL has been incorporated as Special Purpose Vehicle (SPV) for domiciling aproject allotted by National Highways Authority of India i.e. "Construction ofproposed Rewari Bypass (NH-11) as Feeder Route in Rewari District in the State of Haryana(Design length-14.40 km) on Hybrid Annuity Mode." During the year under reviewHGRBPL has achieved Total Income of 643.62 Million and earned Net Profit after Tax of 3.07Million.

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the financial year ended March 312021 presented by the Company include the financial statements of its subsidiarycompanies and Jointly Controlled Operations. The Consolidated Financial Statements of theCompany prepared in accordance with the Companies Act 2013 and applicable IndianAccounting Standards forms an integral part of this Annual Report.

BUSINESS OVERVIEW

During the financial year your Company won following orders:

Transportation of 26.41 Lakh Cu.M. of Pond Ash from NTPC Ramagundam to NHAI-PIUMancherial road construction project from NTPC Limited valued at 949.5 Million

Construction of Four Lane Access Controlled New Greenfield Highway project at sectionof NH 365 BG Khamman-Devarapalle in the state of Telangana on Hybrid Annuity Mode fromNational Highways Authority of India (NHAI) valued at 7721.1 Million

Construction of Four Lane Access Controlled New Greenfield Highway project at sectionof NH 365 BG Khamman-Devarapalle in the state of Telangana on Hybrid Annuity Mode fromNHAI valued at 6371.1 Million

Development of Six Lane project at Aluru-Jakkuva in the state of Andhra Pradesh onHybrid Annuity Mode from NHAI valued at 10601.1 Million Taking all these projects intocount the total order inflow for the financial year was 25642.8 Million. Out of thetotal order received during the financial year one order awarded by NTPC was on item ratebasis and three projects awarded by NHAI were on Hybrid Annuity Mode. Order book as onMarch 31 2021 stood in excess of 70401 Million and out of the total order book 78% aregovernment contracts and 22% are from private clients.

Projects Completed during the financial year 2020-21

During the financial year your Company has received the provisional completioncertificates for following projects:

Balotra to Sanderao via Jalore: Upgradation of 2 lane with paved Shoulder forSection from km. 58.00 to km. 91.600 excluding chainage (59.460 to 62.900) (73.120 to75.920) (82.650 to 85.300) Balotra to Sanderao via Jalore section of NH-325 onEngineering Procurement and Construction (EPC) basis in the State of Rajasthan (PackageII) amounting to 1133.1 Million.

Amravati-Nandgaon -Morshi -Warud –Pandhurna:- Rehabilitation and Up-gradationof Amravati-Nandgaon -Morshi -Warud -Pandhurna National Highway from existing km 95+670(on 140+200 NIT-53 Nandgaon) to km 52+440 (Morshi) [Design km. 0.000 to km. 43.000] toTwo lane with paved shoulders in the state of Maharashtra on Engineering Procurement andConstruction (EPC) basis amounting to 2433.1 Million

Amravati-Nandgaon -Morshi -Warud –Pandhurna: Rehabilitation and Up-gradationof Amravati- Nandgaon -Morshi -Warud -Pandhuma National Highway from existing km 52+440(Morshi) to km 0+000 (Maharashtra/ Madhya Pradesh State Border upto Wardha River Bridge)[Design km.43.000 to km.95.390] to Two lane with paved shoulders in the state of`Maharashtra on Engineering Procurement and Construction (EPC) basis amounting to 2945.1Million.

Nagpur-Katol-Warud: Rehabilitation and up-gradation of Nagpur-Katol-Warud NationalHighway from existing KM 60+100 (End of katol bypass) to 101+085 (Warud upto jointjunction). Design chainage 60+100 to 100+565) two lane with paved shoulders in the stateof Maharashtra on Engineering Procurement and Construction (EPC) basis amounting to3142.1 Million

Bhandara-Khat-Ghotitok: Rehabilitation and Upgradation of Bhandara-Khat-GhotitokJunction NH 547 E From Km. 166+640 (on 493+250 of NH-6 Bhandara Junction) to km 205+214(Design Chainage) Ghotitok Junction (Part of Bhandara - Ghotitok -Mansar- Amadi-Parseoni-Khapa to saoner Project) to Two Lane with Paved Shoulders/Four Lane configuration in thestate of Maharashtra on Engineering Procurement and Construction (EPC) basis amounting to2576.1 Million

Bhandara-Khat-Ghotitok: Rehabilitation and Upgradation of Bhandara-Khat-GhotitokJunction (Proposed National Highway) from Km. 266+140 NH-07 Amdi Junction to Km. 265+724Saoneer to Join NH 547 E (Part of the Bhandara Ghotitok-Mansar-Amdi-Parseoni-Khapa toSaoner project) to Two/Four lane with paved shoulders in the state of Maharashtra onEngineering Procurement & Construction (EPC) basis amounting to 2583.3 Million

IMPACT OF COVID-19 PANDEMIC

COVID-19 is significantly impacting business operation of the companies by way ofunavailability of personnel closure / lockdown of production facilities etc. On March 242020 the Government of India ordered a nationwide lockdown for 21 days and the companyresumed back its operations gradually since April 24 2020 after obtaining necessarypermissions from concerned government/ local authorities and adopting an employee safetyfirst approach. Measures for curbing the spread of virus across the organization includessocial distancing mask distributions issuing guidelines travel bans thermal screeningwork from home and regular sanitization at all offices and sites. The company alsoemphasized on ‘vocal for local' by engaging local labours and subcontractors acrossits various sites as and when required.

The Company has road projects majorly in states like Rajasthan Haryana Uttar PradeshMaharashtra Telangana and Andhra Pradesh. On accounts of second wave of Covid 19 most ofthe states have declared lock down but have allowed infrastructure activity to becontinued.

The Management and the Board of Directors have evaluated the impact of the pandemic onits business operations. The Company currently has a strong order book in excess of 70401Million leading to a clear visibility of revenue over the next 18-24 months. Collectionfrom customers have been normal during the lockdown period enabling the Company to meetall its liabilities (including employee payables) in a timely manner and without availingany moratorium as announced by the Reserve Bank of India. The Company has adequateunutilized fund-based credit facilities available to take care of any urgent requirementof funds. The Company through the lockdown period and even subsequently has been able tomaintain adequate control of its assets and there have been no significant changes to itscontrol environment during the period. Based on the above assessment the Company stronglybelieves that there is no material impact of Covid 19 on the financial statements. TheCompany has also made a detailed assessment of its liquidity position for the next 12months from the balance sheet date. Further there is no material impact foreseen onrevenue and operating cash flow of the Company. Accordingly the pandemic is not likely tohave a significant impact on the future operations its profitability and recoverabilityof the carrying value of its assets as at March 31 2021 and on its control environment.

The Company will continue to closely monitor material changes to future economicconditions if any as and when they arise.

YEAR AHEAD AND PROSPECTUS

Your Company currently has a strong order book in excess of 70401 Million leading toa clear visibility of revenue over the next 18-24 months. Your Company continues to worktowards strengthening and improving the order book going forward. The present order bookand the opportunities in the Infrastructure space give good visibility towards asustainable and profitable growth going forward. Continuous thrust on using latesttechnologies and better processes would ensure further improvement of margin goingforward.

DIVIDEND

The Board of your Company at their meeting held on May 12 2021 has recommendedpayment of 0.80 (Rupees eighty paise only) i.e. 8% per equity share of the face value of10/- (Rupees ten only) each as final dividend for the financial year ended March 31 2021.The payment of final dividend is subject to the approval of the shareholders at theensuing Annual General Meeting (AGM) of the Company. If approved the total outgo onaccount of the dividend on existing equity capital would be 52.14 Million.

There was no interim dividend declared during the financial year. In view of thechanges made under the Income-tax Act 1961 by the Finance Act 2020 dividends paid ordistributed by the Company shall be taxable in the hands of the Shareholders. The Companyshall accordingly make the payment of the final dividend after deduction of tax atsource.

The dividend recommended is in accordance with the Dividend Distribution Policy of theCompany. The Dividend Distribution Policy in terms of Regulation 43A of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") is available on the Company's website:https://www.hginfra.com/investors-relation.html#btn-gover and also forms part of theAnnual Report as Annexure II.

UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance of Section 124 and 125 of the Act read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 any moneytransferred to the Unpaid Dividend Account of a Company in pursuance of this section whichremains unpaid or unclaimed for a period of seven years from the date of such transfershall be transferred by the Company along with interest accrued if any thereon to theFund established under subsection (1) of section 125 i.e. Investor Education andProtection Fund. During the financial year the Company was not liable to transfer anyunclaimed dividends and corresponding shares thereto to IEPF. The Company has alsouploaded the details of unclaimed dividend amount lying with the Unpaid Dividend Accounton its website and can be viewed at https://www.hginfra.com/investors-relation.html#openand the details for financial year 2017- 18 and 2018-19 have also been uploaded on thewebsite of the IEPF Authority and the same can be accessed through the linkwww.iepf.gov.in.

TRANSFER TO RESERVES

During the year under review there was no amount transferred to any of the reserves bythe Company. The Total Other Equity (including securities premium and retained earnings)as on March 31 2021 is 9973.96 million (on Consolidate Basis) as against the Paid- upCapital of 651.71 million.

DEPOSITS

During the financial year ended March 31 2021 the Company has not accepted depositsfrom the public falling within the ambit of Section 73 and 74 of the Companies Act 2013and the Rules framed there under and hence no amount on account of principal or intereston public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors including audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by the management and therelevant Board committees including the audit committee the Board is of the opinion thatthe Company's internal financial controls were adequate and operating effectively duringthe financial year 2020-21.

Pursuant to Section 134 of the Companies Act 2013 the Directors of the Company statethat: i. in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures; ii. the Directors have selected such accounting policies and applied themconsistently and made Judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; iii. theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; iv. the Directorshave prepared the annual accounts on a going concern basis; v. the Directors have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and operating effectively; and vi. the Directors havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.

CAPITAL STRUCTURE OF THE COMPANY

The Current Capital Structure of the Company is given below: Authorized Capital:

The Authorised Capital of the Company is 800000000/- (Rupees Eighty Crore Only)divided into 80000000 (Eight Crore) Equity Shares of 10/- (Rupees Ten only) each.

Issued Capital:

The Issued Capital of the Company is 651711110/- (Rupees Sixty-Five Crore SeventeenLakh Eleven Thousand One Hundred Ten Only) divided into 65171111 (Six Crore Fifty-OneLakh Seventy-One Thousand One Hundred Eleven) Equity Shares of 10/- (Rupees Ten only)each.

Subscribed & Paid up Capital:

The Subscribed & Paid up Capital of the Company is 651711110/- (RupeesSixty-Five Crore Seventeen Lakh Eleven Thousand One Hundred Ten Only) divided into65171111 (Six Crore Fifty-One Lakh Seventy- One Thousand One Hundred Eleven) EquityShares of 10/- (Rupees Ten only) each.

During the financial year 2020-21 there was no change in the capital structure of theCompany.

ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of theCompanies Act 2013 the Annual Return as on March 31 2021 is available on website of theCompany and can be viewed at http://www.hginfra.com/investors-relation.html#btn-annual. Byvirtue of amendment to Section 92(3) of the Companies Act 2013 the Company is notrequired to provide extract of Annual Return (Form MGT-9) as part of the Board's report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

The members of the Company's Board of Directors are eminent persons of provencompetence and integrity. Besides experience strong financial acumen strategicastuteness and leadership qualities they have a significant degree of commitment towardsthe Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company / Business policyand strategy apart from other Board business. The Board exhibits strong operationaloversight with regular presentations in every quarterly meeting. The Board/Committeemeetings are convened by giving appropriate notice well in advance to help them plan theirschedule and ensure meaningful participation in the meetings. Only in case of special andurgent business if the need arises the Board's/ Committee's approval is taken by passingresolutions through circulation or by calling Board/ Committee meetings at short noticeas permitted by law. The Directors / Members are provided with appropriate information inthe form of agenda items in a timely manner to enable them to deliberate on each agendaitem and make informed decisions and provide appropriate directions to the Management inthis regard. The Board of Directors of the Company comprises of six Directors consistingof three Independent Directors (including one Women Director) and three ExecutiveDirectors including two Whole Time Directors and one Managing Director as on March 312021 who brings in a wide range of skills and experience to the Board.

The composition of Board of the Company as on March 31 2021 is as under:

Name of Director Designation DIN
Harendra Singh Managing Director 00402458
Vijendra Singh Whole-time Director 01688452
Ashok Kumar Thakur Independent Director 07573726
Pooja Hemant Goyal Independent Director 07813296
Onkar Singh Independent Director 07853887
Dinesh Kumar Goyal Whole-time Director 02576453

During the Financial Year 2020-21 the designation of Mr. Dinesh Kumar Goyal has beenchanged from Non-Executive to Executive Director with effect from June 24 2020. Apartfrom that there is no change in the Directors of the Company.

Details of Composition of the Board and its committees Category Attendance ofDirectors at Board Meetings and committees meetings and last Annual General Meetingnumber of other directorships and other committee memberships are given in the CorporateGovernance Report forming part of this report as Annexure V.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses if any.

Women Director

In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the Listing Regulations. Your Company has complied with the requirement of having atleast one-Woman Independent Director on the Board of the Company i.e. Mrs. Pooja HemantGoyal (DIN: 07813296) appointed as Independent Women Director of the Company.

The details of meeting of Independent Director and Criteria for Evaluation ofIndependent Directors and the Board are explained in the Corporate Governance Reportforming part of this report as

Annexure V.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and as per the Article ofAssociation of the Company Mr. Dinesh Kumar Goyal (DIN 02576453) Executive Director ofthe Company is liable to retire by rotation at the ensuing 19th Annual GeneralMeeting of the Company and being eligible offer himself for re-appointment.

Declaration from Directors

Your Company having three (3) Independent Directors which are in accordance with therequirement of Listing Regulation as well as under the Act.

The Company has received necessary declaration from all the three Independent Directorsto the effect that (i) they meet the criteria of independence as provided under Section149(6) of the Act and Regulation 16(1)(b) of Listing Regulations and there has been nochange in the circumstances affecting their status as independent directors of theCompany; (ii) They have registered themselves with the Independent Director's Databasemaintained by the IICA. In the opinion of the Board they fulfil the conditions specifiedin the Act and Rules made there under for the appointment as Independent Directors and areIndependent of the Management.

The Independent Directors have complied with the Code applicable for IndependentDirectors as stipulated under schedule IV of the Act. None of the Directors of the Companyare disqualified for being appointed as Directors as specified in Section 164(2) of theAct and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules2014.

Key Managerial Personnel

Mr. Harendra Singh Managing Director Mr. Vijendra Singh Whole Time Director Mr.Dinesh Kumar Goyal Executive Director Mr. Rajeev Mishra Chief Financial Officer and Ms.Ankita Mehra Company Secretary are the Key Managerial Personnel of the Company.

During the year under review there were no other changes to the Key ManagerialPersonnel of the Company except change in designation of Mr. Dinesh Kumar Goyal fromNon-executive to Executive Director with effect from June 24 2020.

COMMITTEES OF THE BOARD

As on March 31 2021 the Board has following committees which have been constituted incompliance with the requirements of the business and relevant provisions of the applicablelaws and statutes:

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility (CSR) Committee;

5. Finance Committee;

6. Management Committee;

7. Risk Management Committee.

During the year under review all recommendations made by above committees wereapproved by the Board.

A detailed note on the composition of the Board and its committees including its termsof reference number of meetings and attendance during the financial year is provided inthe Corporate Governance Report. The composition and terms of reference of all theCommittee(s) of the Board of the Company is in line with the provisions of the Act andListing Regulations.

NUMBER OF MEETINGS OF BOARD

During the year under review five Board meetings were convened and duly held. Theintervening gap between the said meetings were in accordance with the provisions of theAct relevant Rules made thereunder Secretarial Standards Issued by the Institute ofCompany Secretaries of India and provisions of Listing Regulations.

The details of the meetings of the Board of the Company held and attended by theDirectors during the financial year are given in the Corporate Governance Report whichforms part of this Annual Report.

MEETING OF INDEPENDENT DIRECTORS

Your Company conducted a separate meeting of Independent Directors on November 09 2020without the presence of the Non-Independent Directors and members of Management of theCompany. At the said meeting the Independent Directors discussed among other mattersthe performance of the Company and risks faced by it the flow of information to the Boardand its committees governance compliance and performance of Non-Independent Directorsthe Board as a whole and of the Chairman.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has designed and implemented a process driven framework for InternalFinancial Controls ("IFC") within the meaning of the explanation to Section134(5)(e) of the Act read with Rule 8(5) (viii) of the Companies (Accounts) Rules 2014.The Company has appropriate internal control systems for business processes with regard toits operations financial reporting and compliance with applicable laws and regulations.It has documented policies and procedures covering financial and operatingfunctions andprocesses. These policies and procedures are updated from time to time and compliance ismonitored by the internal audit function as per the audit plan. The Company continues itsefforts to align all its processes and controls with best practices.

Your Company uses SAP ERP Systems as a business enabler and to maintain its Books ofAccount. The transactional controls built into the SAP ERP systems ensure appropriatesegregation of duties appropriate level of approval mechanisms and maintenance ofsupporting records. The information Management Policy reinforces the control environment.The systems Standard Operating Procedures and controls including manual controls arereviewed by Management.

Your Company has in place adequate Internal Financial Controls with reference to theFinancial Statements commensurate with the size scale and complexity of its operations.

The Company has appointed independent audit firms as Internal Auditors to observe theInternal Control system.

The Board of the Company have adopted various policies viz Policy on determiningMaterial Subsidiary Policy on Determination of Materiality of Events or InformationWhistle Blower Policy Policy on Related Party Transactions Policy on Prohibition ofInsider Trading Policy on Prevention of Sexual Harassment at Workplace Policy onCorporate Social Responsibility Nomination and Remuneration Policy and other policies andprocedures for ensuring the orderly and efficient conduct of its business for safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of theinternal control system and suggests improvements to strengthen the same. The Company hasrobust management information system which is an integral part of the control mechanism.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the operations and functioning of theCompany. The details of the training and familiarization program are provided in thecorporate governance report. At the time of the appointment of an independent directorthe Company issues a formal letter of appointment outlining his / her role functionduties and responsibilities. The format of the letter of appointment is available on ourwebsite at the link: https://www. hginfra.com/investors-relation.html#btn-gover TheDirector is also explained in detail the Compliances required from him / her under theAct SEBI Regulations and other relevant regulations.

As trustees of shareholders Independent Directors play a pivotal role in upholdingCorporate Governance norms and ensuring fairness in decision making. Being experts invarious fields they also bring Independent Judgement on matters of strategy riskmanagement controls and business performance.

By way of an introduction to the Company presentations are also made to the newlyappointed Independent Director on relevant information like overview of the Company'sbusinesses market and business environment growth and performance organizational set upof the Company governance and internal control processes. On-going familiarizationprogram aims to provide insights into the Company and the business environmentto enableall the Independent Directors to be updated of newer challenges risks and opportunitiesrelevant in the Company's context and to lend perspective to the strategic direction ofthe Company.

As required under Regulation 46(2)(i) of the Listing Regulations the details offamiliarization programmes conducted during financial year is also put on the Company'swebsite and the same can be accessed athttps://www.hginfra.com/investors-relation.html#btn-gover

CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of theListing Regulations the Nomination and Remuneration Committee ("NRC") hasformulated the criteria for determining qualifications positive attributes andindependence of Directors the key features of which are as follows:

Qualifications – The Board nomination process encourages diversity ofthought experience knowledge age and gender. It also ensures that the Board has anappropriate blend of functionaland industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in theAct the Directors are expected to demonstrate high standards of ethical behaviourcommunication skills and independent judgment. The Directors are also expected to abide bythe respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets thecriteria laid down in Section 149(6) of the Act the Rules framed thereunder andRegulation 16(1)(b) of the Listing Regulations.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS

The Board has carried out an annual evaluation of its own performance BoardCommittees and individual Directors pursuant to the provisions of the Act and the ListingRegulations.

The Board evaluated its performance after seeking inputs from all the Directors on thebasis of criteria such as the Board composition and structure effectiveness of Boardprocesses information and functioning etc. The performance of the Committees wasevaluated by the Board after seeking inputs from the committee members on the basis ofcriteria such as the composition of committees effectiveness of committee meetings etc.The above criteria are as provided by the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors andthe Chairman of Nomination and Remuneration Committee ("NRC") had one- on-onemeetings with the Executive and Non-Executive Non- Independent Directors. These meetingswere intended to obtain Directors' inputs on effectiveness of the Board/ Committeeprocesses.

The Board and the NRC reviewed the performance of individual directors on the basis ofcriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

In a separate meeting of Independent directors performance of non-independentdirectors and the board as a whole was evaluated. The Independent Directors in the saidmeeting also evaluated the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties. Additionally the Chairman of the Board was alsoevaluated on key aspects of his role taking into account the views of executive directorsand non- executive directors in the aforesaid meeting. Performance evaluation ofIndependent directors was done by the entire board excluding the independent directorbeing evaluated. The Directors expressed their satisfaction with the evaluation process.For details of previous year Annual Evaluation please refer to the Annual Report for theFinancial Year 2019-20 which is accessed throughhttps://www.hginfra.com/investors-relation.html#btn-annual

CREDIT RATING

Your Company's financial prudence is reflected in the strong credit rating ascribed byrating agencies. The Table below depicts the Credit Rating profile:

Instrument Rating Agencies Current Rating

Long Term Credit ICRA ICRA A Short Term Credit ICRA ICRA A1

There was no revision in the credit ratings during the year under review.

VIGIL MECHANISM / WHISTLE BLOWER

The Company has established Vigil /Whistle Blower Mechanism in accordance with theprovisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations toencourages Directors and employees to bring to the Company's attention instances ofunethical behaviour and actual or suspected incidents of fraud or violation of the Codeof Conduct that could adversely impact the Company's operations business performance and/ or reputation. Company investigates such incidents when reported in an impartialmanner and takes appropriate action to ensure that requisite standards of professional andethical conduct are always upheld. It is the Company's Policy to ensure that no personsare victimised or harassed for bringing such incidents to the attention of the Company.The practice of the Whistle Blower /Vigil Mechanism is overseen by the Audit Committee andno persons have been denied direct access to the Chairman of the Audit Committee. ThePolicy is available on the Company's website and the same can be accessed at https://www.hginfra.com/investors-relation.html#btn-gover

NOMINATION & REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee adopted aPolicy on Nomination & Remuneration for Directors Key Managerial Personnel SeniorManagement and Other Employees which inter-alia lays down the criteria for determiningqualifications positive attributes and independence of a director appointment andremoval of Directors Key Managerial Personnel and other Senior Management of the Companyalong with the criteria for determination of their remuneration and evaluation andincludes other matters as prescribed under the provisions of Section 178 of the Act andthe Listing Regulations. The policy is available on our website and the same can beaccessed at https://www.hginfra.com/investors-relation.html#btn-gover We affirm that theremuneration paid to the directors are as per the terms laid out in the Nomination andRemuneration Policy of the Company.

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Company has a Nomination and Remuneration Committee ("NRC") which isresponsible for developing competency requirements for the Board based on the industryand strategy of the Company. The Board composition analysis reflects an in- depthunderstanding of the Company including its strategies environment operations financialcondition and compliance requirements.

The role of the NRC encompasses conducting a gap analysis to refresh the Board on aperiodic basis including each time a Director's appointment or re- appointment isrequired. The NRC is also responsible for reviewing the profiles of potential candidatesvis- -vis the required competencies undertake a reference and due diligence and meetingof potential candidates prior to making recommendations of their nomination to the Board.The appointee is also briefed about the specific requirements for the position includingexpert knowledge expected at the time of appointment.

During the year all recommendations made by the Nomination and Remuneration Committeewere approved by the Board.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the yearunder review with Related Parties were on an arm's length basis and in the ordinary courseof business.

The details of the Related Party Transactions are set out in the Notes to FinancialStatements forming part of this Annual Report. There are no material significant relatedparty transactions made by the Company with Promoters Directors Key Managerial Personnelor other designated persons and their relatives which may have a potential conflict withthe interest of the Company at large.

During the year under review your Company had entered into Material Related PartyContracts/ arrangements with whollyowned subsidiaries of your Company. These contracts /arrangements too were in the ordinary course of business of your Company and were on arm'slength basis details of which as required to be provided under Section 134(3)(h) of theAct are disclosed in Form AOC-2 as Annexure III and forms part of this AnnualReport.

A list of all related party transactions is placed before the Audit Committee as wellas the Board. The Audit Committee has granted omnibus approval for related partytransactions as per the provisions of the Act and the Listing Regulations. The Board hasalso framed a policy on related party transactions and the same is available on theCompany's website at https://www.hginfra.com/investors-relation. html#btn-gover TheCompany in terms of Regulation 23 of the Listing Regulations submits within 30 days fromthe date of publication of its standalone and consolidated financial results for the halfyear disclosures of related party transactions on a consolidated basis in the formatspecified in the relevant accounting standards to the stock exchanges. The saiddisclosures can be accessed on the website of the Company athttps://www.hginfra.com/investors-relation.html#btn-gover

LOANS AND INVESTMENTS

Details of loans guarantees and investments under the provisions of Section 186 of theAct read with the Companies (Meetings of Board and its Powers) Rules 2014 as on March31 2021 are set out in the Standalone Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 your Company has constituted a CSRCommittee which comprises of executives and non-executives directors as its members. As apart of its initiatives under "Corporate Social Responsibility" the Company hasframed the Corporate Social Responsibility Policy (CSR Policy) in terms of which theCompany has undertaken various projects in the areas of Promoting Health Care PromotingEducation Rural Development Environment sustainability Animal Welfare DisasterResponse etc. The Company's CSR Policy is available on our website and the same can beaccessed at https://www.hginfra.com/ investors-relation.html#btn-gover . The Company's CSRPolicy statement and annual report on the CSR activities undertaken during the financialyear ended March 31 2021 in accordance with Section 135 of the Act and Companies(Corporate Social Responsibility Policy) Rules 2014 is set out in Annexure IV tothis report.

RISK MANAGEMENT

Your Company has a well-defined risk management framework in place. The risk managementframework works at various levels across the Company. These levels form the strategicdefence cover of the Company's risk management. The Company has a robust organizationalstructure for managing and reporting on risks. In terms of Regulation 21 of the ListingRegulations the Board at its meeting held on June 24 2020 has constituted the RiskManagement Committee. The composition of committee is in conformity with the ListingRegulations with the majority of members being Directors of the Company.

The Risk Management Committee is responsible for oversight on overall risk managementprocesses of the Company and to ensure that key strategic and business risks areidentified and addressed by the management. The terms of reference of the Risk ManagementCommittee among other things are disclosed in the Corporate Governance Report formingpart of this report as Annexure V. Risk management comprises all the organizationalrules and actions for early identification of risks in the course of doing business andthe management of such risks. In terms of regulation 17(9)(b) of the Listing Regulationsthe Board adopted a Risk Management Policy. The Risk Management Policy of the Companyinter alia includes identification of risks including cyber security and related risksand also those which in the opinion of the Board may threaten the existence of theCompany. The Risk management process has been established across the Company and isdesigned to identify assess and frame a response to threats that affect the achievementof company's objectives. Further it is embedded across all the majorfunctions andrevolves around the goals and objectives of the organization.

The effectiveness of Risk Mitigation plans shall be ensured through proper monitoringevaluation of outcomes of mitigation plans and to look for the scope of its applicabilityin other areas in order to achieve overall objective of the policy. There are no riskswhich in the opinion of the Board threaten the existence of the Company.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of energy conservation technology absorption and foreign exchangeearnings and outgo is provided as under in terms of Section 134(3)(m) of the Act read withRule 8 of the Companies (Accounts) Rules 2014:

PARTICULARS REMARKS
A ) CONSERVATION OF ENERGY
the steps taken or impact on conservation of energy; Although operations of the Company are not energy intensive yet
the steps taken by the Company for utilizing alternate sources of energy; Company focus on reducing energy cost safeguard ofenvironment and use of non-conventional energy. The company has taken the steps for shifting all projects camps energy requirement to Grid Power thereby reduced Fuel Consumption to 70-80%
the capital investment on energy conservation equipment's • Use of Solar Power for plant operations wherever feasibility is there;
• Use of grid connection on construction work locations and reduced fuel consumption to 50% approx.
• Upgradation of fleet to transform to new technology machines.
B ) TECHNOLOGY ABSORPTION
the efforts made towards technology absorption; Expressway project needs different methodology wherein the requirement of daily plant production and top layers' parity need to enhance sustainably to meet the required targets. This process generally adopted in continuous process plant and supply chain management were adopted.
the benefits derived like product improvement cost reduction product development or import substitution; Timely completion of the projects as well as meeting the budgetary requirements are the two critical areas where different techniques help to a great extent. Many innovative techniques have been developed and put to effective use in the past and the effort to develop new techniques continue unabated and target meets.
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- The Company uses latest technology and equipment in its business. Further the Company is not engaged in any manufacturing activities.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed; and
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof;
the expenditure incurred on Research and Development During the year the Company has not spent any amount towards research and development activity.
C ) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outflow during the year in terms of actual outflows NIL

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The Company has been consistently endeavoring to adhere the corporate governanceguidelines and best practices sincerely and discloses the same transparently. The Board isconscious of its inherent responsibility to disclose timely and accurate information onthe Company's operations performance material corporate events as well as on theleadership and governance matters relating to the Company. Your Company has complied withthe requirements of the Listing Regulations regarding Corporate Governance. A report onthe Corporate Governance practices along with a certificate from practicing CompanySecretary of mandatory requirements thereof forming an integral part of this AnnualReport and is annexed as

Annexure V.

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Listing Regulations is presented in a separate section forming part of thisAnnual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to regulation 34 of the Listing Regulations a Business Responsibility Report(BRR) is required to be published by the Top 1000 Listed Companies based on marketcapitalization. The BRR describes the initiatives taken by the Company on theenvironmental social and governance front forming part of this Annual Report as

Annexure VIII.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. Price Waterhouse & Co Chartered Accountants LLP (ICAI Firm Registration No.304026E/E300009) and M/s. Shridhar & Associates Chartered Accountants (ICAI FirmRegistration No. 134427W) were appointed as the Joint Statutory Auditors of the Companyfor a term of 5 years at the Annual General Meeting held on September 08 2017 andSeptember 25 2020 respectively.

There were no changes in the statutory auditors of the company during the financialyear.

The Auditors have issued an unmodified opinion on the Financial Statements bothstandalone and consolidated for the financial year ended March 31 2021. The saidAuditors' Reports for the financial year ended March 31 2021 on the financial statementsof the Company forms part of this Annual Report.

The Statutory Auditors mentioned in their reports that the Company is generally regularin depositing undisputed Statutory dues in respect of income tax though there has been aslight delay in a few cases and is regular in depositing the undisputed statutory duesincluding provident fund employees' state insurance income tax goods and service taxand professional tax as applicable with the appropriate authorities.

For aforesaid the Company is taking necessary steps to ensure the compliance/timelypayment of statutory dues.

Except above all Information referred in the Auditors' Report are self-explanatory anddo not call for any further comments.

Secretarial Auditors

M/s. ATCS & Associates Company Secretaries in Practice (Firm Registration no.P2017RJ063900) have carried out the Secretarial Audit for the financial year ended March31 2021.

The Secretarial Audit Reports issued by M/s. ATCS & Associates for the financialyear ended March 31 2021 under the Act read with Rules made thereunder and Regulation24A of the Listing Regulations is set out in the Annexure-VI (i) to this AnnualReport.

The Secretarial Compliance Report issued by M/s. ATCS & Associates for thefinancial year ended March 31 2021 in relation to compliance of all applicable SEBIRegulations/circulars/guidelines issued thereunder pursuant to requirement of Regulation24A of the Listing Regulations is set out in Annexure-VI (ii) to this AnnualReport. As per regulation 24A of the Listing Regulations a listed company is required toannex a secretarial audit report of its material unlisted subsidiary to its DirectorsReport. The secretarial audit report of Gurgaon Sohna Highway Private Limited a materialsubsidiary for FY2020-21 issued by the Rahul S & Associates (Firm Registration numberS2017RJ506300) is annexed herewith.

The Secretarial Audit Reports and/or Secretarial Compliance Report does not contain anyqualification reservation or adverse remark. In terms of Section 204 of the Act readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theAudit Committee recommended and the Board has reappointed M/s. ATCS & AssociatesCompany Secretaries as the Secretarial Auditors of the Company to conduct SecretarialAudit for the financial year 2021-22.

Cost Auditors

The Company has maintained cost accounts and records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Act. M/s. Rajendra Singh Bhati& Co Cost Accountants (Firm registration number 101983) have carried out the costaudit during the financial year 2020-21.

There are no qualifications reservations or adverse remarks made by the Cost Auditorsin their report.

The Board on the recommendation of the Audit Committee has reappointed M/s. RajendraSingh Bhati & Co as Cost Auditors of the Company for conducting the audit of costrecords for the financial year 2021-22 under Section 148 of the Act read with theCompanies (Audit and Auditors) Rules 2014. The remuneration proposed to be paid to theCost Auditor is subject to ratification by the members of the Company at the ensuing 19thAnnual General Meeting.

Internal Auditors

The Board had appointed M/s. Tibrewal Chand & Co. Chartered Accountants (Firmregistration number 311047E) as Internal Auditors for conducting Internal Audits for thefinancial year 2020-21.

The observations and suggestions of the Internal Auditors were reviewed and necessarycorrective/ preventive actions were taken in consultation with the Audit Committee.

On the recommendation of the Audit Committee the Board has re-appointed M/s. TibrewalChand & Co. as Internal Auditors of the Company for the financial year 2021-22.

Reporting of Fraud by Auditors

During the financial year none of the Auditors of the Company have reported anyinstances of frauds committed as specified under section 143(12) of the Act.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

As per Section 186(11) of the Act except Section 186(1) nothing contained in section186 of the Act shall apply to any loan made any guarantee given or any securityprovidedor any investment made by a Company engaged in the business of providinginfrastructural facilities. Since the Company is engaged in the business of Infrastructure& Construction the criteria of section 186 is not applicable to the Company exceptsub section 1 of section 186 of the Act.

However the details of loans guarantees and investments as required by theprovisions of Section 186 of the Act and the rules made thereunder are set out in theNotes to the Standalone Financial Statements of the Company.

REGISTRAR AND TRANSFER AGENT AND INVESTOR GRIEVANCE REDRESSAL

M/s Link Intime India Private Limited is the Registrar and Transfer Agent of theCompany. M/s Link Intime India Private Limited has appropriate systems to ensure thatrequisite service is provided to investors of the Company in accordance with theapplicable corporate and securities laws and within the adopted service standards.

All shares of the Company are in dematerialized form.

Ms. Ankita Mehra Company Secretary of the Company is the Compliance Officer for thepurpose of the Listing Regulations. During the financial year ended March 31 2021 onecomplaint was received from shareholder. The same has been redressed to the satisfactionof shareholder and none of them was pending as on March 31 2021.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As stipulated by SEBI a Practicing Company Secretary carried out the Reconciliation ofShare Capital Audit to reconcile the total admitted capital with NSDL and CDSL totalissued and listed capital on a quarterly basis. The said reports were placed before theBoardin the subsequent meeting. The audits confirm that the total issued/paid-up capitalis in agreement with the aggregate total number of shares in physical form sharesallotted and total number of dematerialized shares held with NSDL and CDSL.

CODE OF CONDUCT

Your Company is committed to conduct its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board has implemented a Code of Conduct for adherence by the DirectorsSenior Management Personnel of the Company. The Code of Conduct is dealing with ethicalissues and also foster a culture of accountability and integrity. In accordance withSchedule V(D) of the Listing Regulations a declaration to this effect signed by Mr.Harendra Singh Chairman and Managing Director of the Company confirming that all theDirectors and Senior Management Personnel of the Company have complied to the Code ofConduct for the financial year ended on March 31 2021 forms the part of this AnnualReport. The Code in accordance with the requirements of Listing Regulations hasbeen posted on the Company's website and the same can be accessed at https://www.hginfra.com/investors-relation.html#btn-gover

CONFLICT OF INTERESTS

EachDirectorinforms theCompany onanannual basis about the Board and the Committeepositions he/she occupies in other companies including Chairmanships and notifies changesduring the year. The Members of the Board while discharging their duties avoid conflictof interest in the decision-making process. The Members of Board restrict themselves fromany discussions and voting in transactions in which they have concern or interest.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the financial year no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the Company's going concern status andoperations in future.

DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OFCOMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the year under review your Company has not accepted any deposits within themeaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits)Rules 2014. There are no outstanding deposits as on March 31 2021.

Further during the period Company has accepted loan/borrowing from its Director asmentioned in the financial statements forming part of this Annual Report and they havegiven declaration that the amount given from their owned funds only and does not fallsunder the definition of deposits.

INTERNALCOMPLAINTCOMMITTEE(ICC)ANDOTHERDISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMENAT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Your Company has zero tolerance towards any action on the part of any of its officialswhich may fall under the ambit of "Sexual Harassment" at workplace. Pursuant tothe provisions of Section 21 of the Sexual Harassment of Women at the Workplace(Prevention Prohibition Redressal) Act 2013 the Company formulated a Policy onPrevention of Sexual Harassment at Workplace. All employees (permanent contractualtemporary and trainees) are covered under this policy. An Internal Complaints Committee(ICC) was constituted which is responsible for redressal of complaints related to sexualharassment at the workplace.

The Internal Complaints Committee of the Company has not received any complaint ofSexual Harassment during the year under review and no complaint was pending as March 312021.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

The remuneration paid to the Directors Key Managerial Personnel and Senior Managementis in accordance with the Nomination and Remuneration Policy formulated in accordance withSection 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations.Further details on the same are given in the Corporate Governance Report which forms partof this Annual Report.

The Managing Director and Whole Time Directors of your Company do not receiveremuneration or commission from any of the subsidiaries of the Company except sitting feesas entitled as a Non-Executive Directors in subsidiary Companies.

The information required under Section 197 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/employees of your Company is set out in the Annexure VII to this reportand is also available on the website of the Company at www.hginfra.com.

INVESTOR RELATIONS

Your Company has an effective Investor Relations Program through which the Companycontinuously interacts with the investment community through various communicationchannels viz Periodic Earnings Calls Participation in conferences etc.

Your Company ensures that critical information about the Company is made available toall its investors by uploading such information on the Company's website under theInvestors section. Your Company also intimates stock exchanges regarding events likeearnings calls declaration of quarterly & annual earnings with financial statementsand other such matters having bearing on the share price of the Company.

ENVIRONMENT HEALTH AND SAFETY (EHS) PROTECTION

Your Company is committed towards the wellbeing and protection of Health Safety andEnvironment through its EHS Policy which is formulated in line with all applicable lawsand legal requirements connected with occupational Health Safety and Environment matters.Trainings are being provided to its employees for the better awareness and implementationof EHS. The Company always ensures that healthy and safe working environment is providedto all employees of the Company.

HUMAN RESOURCE DEVELOPMENT

Your Company has been continuously working upon the augmentation of staff facilities.The Company is committed and determined to provide the best internal infrastructure andfacilities to its employees who are working in a harsh environment to develop the nation'sinfrastructure. Company also keeps on conducting various on the job training and workshopsto ensure continuous upgrading of its workforce.

It is ensured that competitive and appropriate remuneration is being paid to allemployees through standardization of pay ranges continuous monitoring on the team andindividual performances and market surveys.

During the tough times of pandemic the company took a very positive step by neitherretrenching any single employee nor cutting any pays and also promoted remote workingculture. Various employment opportunities were also given to the youth living in nearbyrural areas of its construction projects promoting skill development and rural employment.

SECRETARIAL STANDARDS

During the year the Company is in compliance with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India (ICSI).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisreport.

INSIDER TRADING CODE

Your Company has formulated a Code of Prohibition of Insider Trading ("Code")in accordance with SEBI (Prohibition of Insider Trading) Regulations 2015. The objectiveof this Code is to protect the interest of Shareholders at large to prevent misuse of anyprice sensitive information and to prevent any insider trading activity by way of dealingin securities of the Company by its Designated Persons while in possession of unpublishedprice sensitive information in relation to Company. The code is hosted on website of theCompany and can be accessed at https://www.hginfra.com/investors-relation. html#btn-gover

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D & O)

Pursuant to the Regulation 25 (10) of Listing Regulations the Company has takenDirectors and Officers Liability Insurance (‘D & O insurance') policy for all theDirectors including Independent Directors of the Company for indemnifying any of themagainst any liability in respect of any negligence default misfeasance breach of dutyor breach of trust for which they may be guilty in relation to the Company.

INDUSTRIAL RELATIONS

Our business is dependent on infrastructure projects undertaken by governmentauthorities/ private authorities funded by governments or by international andmultilateral development finance institutions. We therefore must develop and maintainstrategic alliances with other construction developers that undertake contracts for suchinfrastructure development projects and we intend to continue to explore entering intoJointly Controlled Operations consortia or sub-contract relationships for specificprojects with certain of these contractors. In addition we develop and maintainrelationships and pre-qualified status with certain major clients and obtaining a share ofcontracts from such clients.

PARTICULARS OF EMPLOYEE REMUNERATION

The ratio of remuneration of each Director to the median employee's remuneration andother details in terms of sub-section 12 of Section 197 of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and thestatement containing particulars of employees as required under Section 197(12) of the Actread with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Annual Report as Annexure VII.

OTHER DISCLOSURES

The Board state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:

1. As per rule 4(4) the Companies (Share Capital and Debentures) Rules 2014 theCompany has not issued equity shares with differential rights as to dividend voting orotherwise;

2. As per rule 8(13) the Companies (Share Capital and Debentures) Rules 2014 theCompany has not issued shares (including sweat equity shares) to employees of the Companyunder any scheme;

3. As per rule 12(9) the Companies (Share Capital and Debentures) Rules 2014 theCompany has not issued equity shares under the scheme of employee stock option;

4. None of the Directors of the Company have resigned during the year under review;

5. Neither the Managing Director nor the Whole Time Directors of the Company receiveany remuneration or commission from any of its subsidiaries except sitting fees asentitled as a Non- Executive Directors in subsidiary Companies;

6. Since the Company has not formulated any scheme in terms of Section 67(3) of theAct no disclosures are required to be made;

7. There was no revision of financial statements and Board's Report of the Companyduring the year under review;

8. No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the financial year is not applicable; and

9. The requirement to disclose the details of difference between amount of thevaluation done at the time of one time settlement and the valuation done while taking loanfrom the Banks or Financial Institutions along with the reasons thereof is notapplicable.

APPRECIATION

The Directors of the Company would like to express their appreciation and thank tovarious Central and State Government Departments Organizations and Agencies for thecontinued help and co-operation extended by them. The Directors also gratefullyacknowledge all stakeholders of the Company viz. customers members dealers vendorsbanks and other business partners for the excellent support received from them during theyear and look forward to their continued support in future. The Directors place on recordtheir sincere appreciation to all employees of the Company for their unstinted commitmentand continued contribution to the Company.

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