Annual Report - 23-24
Annual Report - 23-24
Annual Report - 23-24
2023-2024
2022-2023
HGI INDUSTRIES LIMITED
Management Team
Shareholder Information
16. Dematerialization of Shares and As on 31st March, 2024, 35,58,001 equity shares of the Company representing
Liquidity 93.94 % of the total shares are in dematerialised form.
During the financial year 808 equity shares of the Company, constituting 0.02%
of the issued and subscribed capital of the Company were dematerialised
and no equity share was rematerialized.
17. Details on use of public funds No funds have been raised from the public in last 3 years.
obtained in the last three years
18. Outstanding GDR / Warrants and N.A.
Convertible Bonds, Conversion date
and likely impact on Equity
19. Commodity Price Risk or Foreign N.A.
Exchange Risk and Hedging Activities
20. Secretarial Audit (a) Pursuant to Section 204 of the Companies Act, 2013, M/s K. Arun & Co.,
Practicing Company Secretaries, have conducted Secretarial Audit of the
Company for the financial year 2023-24. The Audit Report is annexed to
the Board’s Report.
(b) Pursuant to the Regulation 40(9) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, certificates have been
issued, on yearly basis, by a Practicing Company Secretary, certifying due
compliance of share transfer formalities by the Company.
(c) A Practicing Chartered Accountant carries out quarterly Reconciliation
of Share Capital Audit, to reconcile the total admitted capital with NSDL
and CDSL and the total issued and listed capital. The audit confirms that
the total issued/paid-up capital is in agreement with the aggregate of
the total number of shares in physical form and the total number of
shares in demat form (held with NSDL and CDSL). The said certificate
is submitted quarterly to The Stock Exchange is also placed before the
Board of Directors.
21. Plant Locations None
22. Investor Correspondence MCS Share Transfer Agent Limited
Share Transfer / De-materialization 383, Lake Gardens, 1st Floor, Kolkata – 700 045
or other queries relating to Shares of Phone: +91 33 4072 4051/53
the Company Fax: +91 33 4072 4050
E-Mail: mcssta@rediffmail.com
Board’s Report
Dear Members,
The Board of Directors of HGI Industries Limited (the “Company”) are pleased to present the 80th Annual Report along with
the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2024.
FINANCIAL PERFORMANCE
Your Company has prepared Financial Statements in accordance with the Indian Accounting Standards (Ind AS) prescribed
under Section 133 of the Companies Act, 2013. The financial highlights of your Company are as under:
(₹ in thousands)
Particulars 2023-24 2022-23
Total Income 3,522 2,107
Less: Expenditure 2,277 2,147
Profit/(Loss) before Depreciation, Finance Cost, Exceptional Items and Tax Expenses 1,245 -40
Less: Depreciation / Amortization / Impairment 16 16
Profit/(Loss) before Finance Cost, Exceptional Items and Tax Expenses 1,229 -56
Less: Finance Cost – –
Profit/(Loss) before Exceptional Items and Tax Expenses 1,229 -56
Add/(less): Exceptional Items – –
Profit/(Loss) before Tax Expenses 1,229 -56
Less: Tax Expenses – –
Profit /(Loss) for the year 1,229 -56
Balance of Profit/(Loss) for the earlier years (1,85,009) (1,84,953)
Less: Transfer to Reserve – –
Add: Transfer from OCI Reserve – –
Balance carried forward (1,83,780) (1,85,009)
Earning per Equity Share – Basic and Diluted 0.32 (0.01)
Material changes and commitments, if any, affecting the financial position of the Company
No material change and no commitment, which may affect the financial position of the Company, has occurred between
the end of the financial year to which the Financial Statement is related and the date of this Report.
CAPITAL AND DEBT STRUCTURE
During the year, the Company has not made any allotment of Equity Shares. Consequently, there was no change in the
issued, subscribed and paid up share capital of your Company from the previous year.
INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, no amount was
required to be transferred to Investor Education and Protection Fund during the year under review.
MANAGEMENT
Directors & Key Managerial Personnel
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Arvind Kumar Newar (DIN 00469492),
Non-Executive Director, retires from office by rotation and being eligible, offers himself for re-appointment at the ensuing
80th Annual General Meeting (AGM).
The Directors of your Company recommend his re-appointment.
In terms of the provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Mr. Hukam Chand Daga, Chief Executive Officer, Mr. Kamal Kishor
Agarwal, Chief Financial Officer and Mr. Rakesh Sharma, Company Secretary were the Key Managerial Personnel of the
Company during the year under review.
Pursuant to the provisions of Section 149, 152 and any other applicable provisions of the companies Act, 2013, the second
term of 5 years of Mr. Jyoti Prakash Kanoria, Mr. Ravindra Kastia and Mr. Yashwant Kumar Daga, Independent Directors of
your Company will expire on 23rd September 2024.
The Board of Director’s in their meeting held on 22nd May, 2024 have appointed Mr. Jitendra Kumar Agarwal, Mr. Nikhil
Agarwal and Mr. Rahul Goyal as additional directors (Independent category) of the Company and recommend their
appointment as Non- Executive Independent Director for your approval in the ensuing AGM for the first term of five
consecutive years.
Mr. Kamal Kishor Agarwal, Chief Financial Officer (KMP) of the Company has resigned from his position of the Company
with effect from 1st April, 2024. The Board would like to place on record its sincere appreciation for the contribution made
by Mr. Agarwal.
The Board of Directors in their meeting held on 22nd May, 2024 have appointed Mr. Sushil Kumar Chandak as Chief Financial
Officer (KMP) of the Company.
Declaration by Independent Directors (IDs)
Mr. Jyoti Prakash Kanoria (DIN - 00225761), Mr. Yashwant Kumar Daga (DIN - 00040632), Mr. Ravindra Kastia (DIN -
00528025) and Mrs. Neha Agrawal (DIN - 05321461) are Independent Directors on the Board of your Company. In the
opinion of the Board and as confirmed by these Directors, they meet the criteria of independence as laid down and fulfil
the conditions specified in Section 149(6) of the Companies Act, 2013 and the Rules made thereunder and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. All the Independent
Directors have declared that they have registered their profile in the data bank of Independent Directors maintained by
Indian Institute of Corporate Affairs.
Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the
aforesaid Act and Code of Conduct for Directors and Senior Management Personnel.
During the year, 4 (Four) number of Committee Meetings were held on 24th May, 2023, 9th August, 2023, 7th November,
2023 and 23rd January, 2024 respectively.
b. Nomination & Remuneration Committee
Pursuant to Section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee of the Board of
Directors comprises of the following Members:
Section 134(5) of the Companies Act, 2013. In the preparation of the annual accounts for the financial year ended 31st
March, 2024, the Directors state that:
(a) the applicable accounting standards have been followed along with proper explanation relating to material departure,
if any;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit and loss of the Company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act 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 were operating effectively; and
(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.
Internal Financial Controls
During the year, the Company had adequate Internal Financial Controls over financial reporting commensurate with the
size and nature of its business and the same were operating effectively.
Details of fraud as per Auditors Report
During the year under review, no instances of fraud have been reported by the Statutory Auditors of the Company under
Section 143(12) of the Companies Act, 2013.
PERFORMANCE OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
Your Company has no subsidiary or joint venture company and has not become subsidiary of any other company during the
year under review.
PARTICULARS OF DEPOSITS
Your Company has not accepted any deposits from public in terms of Section 73 and/or Section 74 of the Companies Act,
2013 during the year under review.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year, the Company has not given any loan or provided any guarantee or made any investment in any body
corporate.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
The Company is having a policy on Related Party Transaction to ensure the compliances of provisions of the Companies Act,
2013. During the year, the Company had not entered into any transactions as enumerated in Section 188 of the Companies
Act, 2013 (the Act) and Rules made thereunder with its Related Party as defined in Section 2(76) of the Act.
CORPORATE SOCIAL RESPONSIBILITY
The requirement as per Section 135 of the Companies Act, 2013 to include an annual report on CSR activities containing the
particulars specified in the Rules is not applicable to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO
There was no operation during the year under review and hence, furnishing of information under the provisions of Section
134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption are not applicable.
Further, during the year under review, there was no foreign exchange earning and outgo.
RISK MANAGEMENT
Your Directors periodically reviews and identifies the element of risk, if any, which may threaten the existence of the
Company. During the year, Company had no operations and no operational risks were existing that may have threatened
the existence of the Company.
VIGIL MECHANISM/WHISTLE BLOWER
In compliance with the provision of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting
of Board and its Powers) Rules, 2014 and SEBI (LODR), Regulations, 2015, your Company has established a robust Vigil
Mechanism for reporting of concerns through the Whistle Blower Policy. The policy provides for framework and process,
for the employees and directors to voice genuine concerns or grievances about unprofessional conduct without fear of
reprisal. Adequate safeguards have been provided against victimization to those who avail of the mechanism and access to
the Chairman of the Audit Committee is provided to them in exceptional cases. The details of such policy is also available
at the website of the Company, viz., www.hgiil.com. During the year, no complaint was received/reported under the Vigil
Mechanism/Whistle Blower Policy.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year, no significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going
concern status of the Company.
STATUTORY AUDITORS AND THEIR REPORT ON FINANCIAL STATEMENT
In the Annual General Meeting held on 19th September, 2019, M/s Salarpuria Jajodia & Co., Chartered Accountants,
Kolkata (Firm Registration No. 302111E) were re-appointed as Statutory Auditors of the Company for the second term of 5
consecutive years, i.e., to hold office from the conclusion of 75th Annual General Meeting (AGM) till the conclusion of 80th
AGM of the Company to be held in the calendar year 2024.
Further, the report of the Statutory Auditors along with notes to Financial Statement are enclosed to this report. The
observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments from
the Board u/s 134 (3) (f) of the Act. The Auditors’ Report does not contain any qualification, reservation or adverse remark.
The second and final term of M/s Salarpuria Jajodia & Co., Statutory Auditor shall expire at the ensuing AGM.
On the recommendation of the Audit Committee, the Board of your Company has recommended the appointment of M/s
Ashok Amit & Co., Chartered Accountants (Firm Registration No. 322338E) as Statutory Auditors of the Company for your
approval for the first term of five consecutive years, i.e., to hold office from the conclusion of ensuing 80th AGM till the
conclusion of 85th AGM to be held in the calendar year 2029.
SECRETARIAL AUDITORS AND THEIR REPORT
In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s K. Arun & Co., Practicing Company
Secretaries were re-appointed as the Secretarial Auditors of the Company. The report of the Secretarial Auditors is self-
explanatory and do not call for any further comments and is annexed to this report as Annexure – 2.
COST AUDITORS AND THEIR REPORT
During the year under review, the Company was not required to conduct Cost Audit, as the provisions of Section 148 of the
Companies Act, 2013 are not applicable to the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards
on Meetings of the Board of Directors and General Meetings issued by The Institute of Company Secretaries of India.
HUMAN RESOURCE
Your Company treats its “human resource” as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company’s
thrust is on the promotion of talent internally through job enlargement and individual development.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended
31st March, 2024 is uploaded on the website of the Company and can be accessed at https://hgiil.com/downloadreport.php.
CORPORATE GOVERNANCE
Corporate Governance refers to a set of laws, regulations and good practices that enable an organization to perform
efficiently and ethically generate long-term wealth and create value for all its stakeholders.
We, at HGI Industries Limited, are committed to the adoption of best governance practices and its adherence in true spirit,
at all times. Our governance practices are self-driven, reflecting the culture of the trusteeship that is deeply ingrained in
our value system.
As the requirement under Regulation 34 of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015,
regarding disclosures pertaining to attaching “Report on Corporate Governance” as an addition to Boards’ Report is not
applicable on the Company, hence, the same is not annexed hereto.
DISCLOSURE ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a policy against Sexual Harassment of Women at Workplace in line with the requirement of
Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013. No case or complaint was
reported during the year under review.
ACKNOWLEDGEMENT
Your Directors placed on record their appreciation for the employees of the Company.
Your Directors also thank the vendors, bankers, shareholders and advisers of the Company for their continued support.
Your Directors also thank the Central and State Governments and other statutory authorities for their continued support.
[ 14 ]
HGI Industries Limited
Registered Office: Industry House,18th Floor, 10, Camac Street, Kolkata -700 017
INFORMATION U/S 197(12) OF THE COMPANIES ACT, 2013, READ WITH THE COMPANIES ( APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2024
S.no Name Designation Remuner- Date of Birth Qualifica- Age Nature of Experience No. of Date of Details of Previous Employment
ation (`) (DD-MM- tions (Years) Employment (Years) Equity Commence-
HGI INDUSTRIES LIMITED
Company
Top 10 employees in terms of remuneration drawn during the year. Name of Designation Experience
Employer
1 Rakesh Company 12,72,710 04-04-1986 B.Com. 38 Full Time 9.5 NIL 23-05-2018 Worldwide Company 3
Sharma Secretary & ACS Safety Private Secretary
Compliance Limited
Officer
2 Kamal Kishor Chief 1,20,000 02-04-1951 B.Com. 73 Full Time 46 NIL 09-02-2016 Essel Mining Deputy 17
Agarwal Financial & Industries Manager
Officer Limited
Note :
None of the above employee is relative of any Director of the Company.
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by HGI Industries Limited (hereinafter called “the Company”). The Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our
opinion thereon.
Based on our verification of books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, and authorized representatives during the
conduct of Secretarial Audit, we hereby report that in our opinion the Company has, during the audit period covering
the financial year ended 31st March, 2024 has complied with the statutory provisions listed hereunder and also that the
Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company
for the financial year ended 31st March, 2024 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the rules made thereunder;
II. The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder;
III. The Depositories Act, 1996 along with SEBI Depositories and Participants Regulations, 2018 and the Regulations and
Bye-laws framed there under;
IV. The following Regulations (as amended from time to time) and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992: -
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended;
(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;
V. We in consultation with the Company came to a conclusion that no specific laws were directly applicable with regard
to business activities of the Company during the period under review.
We have also examined the compliances made by the company in relation to the following statutory provisions/standards/
regulations:
a. The Agreement entered into by the Company with The Calcutta Stock Exchange Limited read with the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b. The Secretarial Standards (SS - 1 and SS – 2) issued by the Institute of Company Secretaries of India.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors, Independent
Directors and a Woman Director. There has been no change in the composition of the Board of Directors during the period
under review.
K. Arun & Co
Company Secretaries
Arun Khandelia
Partner
FCS: 3829
Place: Kolkata C.P. No.: 2270
Date: 22.05.2024 UDIN: F003829F000418804
were operating effectively for ensuring the accuracy and the company has adequate internal financial controls
completeness of the accounting records, relevant of the system in place and the operating effectiveness of
preparation and presentation of the financial statement such controls.
that give a true and fair view and are free from material
• Evaluate the appropriateness of accounting policies
misstatement, whether due to fraud or error.
used and the reasonableness of accounting estimates
In preparing the Financial Statements, the management is and related disclosures made by management.
responsible for assessing the Company’s ability to continue
• Conclude on the appropriateness of management’s
as a going concern, disclosing, as applicable, matters
use of the going concern basis of accounting and,
related to going concern and using the going concern basis
based on the audit evidence obtained, whether
of accounting unless the Management either intends to
a material uncertainty exists related to events or
liquidate the Company or to cease operations, or has no
conditions that may cast significant doubt on the
realistic alternative but to do so.
Company’s ability to continue as a going concern. If
The management is also responsible for overseeing the we conclude that a material uncertainty exists, we
Company’s financial reporting process. are required to draw attention in our auditor’s report
to the related disclosures in the Financial Statements
Auditor’s Responsibilities for the Audit of the Financial
or, if such disclosures are inadequate, to modify
Statements
our opinion. Our conclusions are based on the audit
Our objectives are to obtain reasonable assurance about evidence obtained up to the date of our auditor’s
whether the Financial Statements as a whole are free from report. However, future events or conditions may
material misstatement, whether due to fraud or error, and cause the Company to cease to continue as a going
to issue and auditor’s report that includes our opinion. concern.
Reasonable assurance is a high level of assurance, but is
• Evaluate the overall presentation, structure and
not a guarantee that an audit conducted in accordance
content of the Financial Statements, including the
with SAs will always detect a material misstatement when
disclosures, and whether the Financial Statements
it exists. Misstatements can arise from fraud or error and
represent the underlying transactions and events in a
are considered material if, individually or in the aggregate,
manner that achieves fair presentation.
they could reasonably be expected to influence the
economic decision of users taken on the basis of these We communicate with those charged with governance
Financial Statements. regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
As part of an audit in accordance with SAs, we exercise
any significant deficiencies in internal control that we
professional judgment and maintain professional
identify during our audit.
scepticism throughout the audit. We also:
We also provide those charged with governance with
• Identify and assess the risks of material misstatement
a statement that we have complied with relevant
of the Financial Statements, whether due to fraud
ethical requirements regarding independence, and to
or error, design and perform audit procedures
communicate with them all relationships and other
responsive to those risks, and obtain audit evidence
matters that may reasonably be thought to bear on our
that is sufficient and appropriate to provide a basis
independence, and where applicable, related safeguards.
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for Report on Other Legal and Regulatory Requirements
one resulting from error, as fraud may involve collusion,
1. As required by the Companies (Auditor’s Report)
forgery, intentional omissions, misrepresentations, or
Order, 2020 (“the Order”), issued by the Central
the override of internal control.
Government of India in terms of sub-section (11) of
• Obtain an understanding of internal control relevant section 143 of the Companies Act, 2013, we give in the
to the audit in order to design audit procedures that Annexure- ‘A’ a statement on the matters specified
are appropriate in the circumstances. Under section in paragraphs 3 and 4 of the Order to the extent
143(3)(i) of the Companies Act, 2013, we are also applicable.
responsible for expressing our opinion on whether
2. As required by Section 143 (3) of the Act, we report
sub-clause (i) and (ii) of Rule 11(e), as of the audit trail feature being tampered
provided under (a) and (b) above, contain with.
any material misstatement. As Proviso to Rule 3(1) of the Companies (Accounts)
(v) The Company has neither declared nor Rules,2014 is applicable from April 1, 2023, reporting under
paid any dividend during the financial year. Rule 11(g) of Companies (Audit and Auditors) Rules, 2014
Hence, compliance in accordance with on preservation of audit trail as per statutory requirement
Section 123 of the Companies Act, 2013 is for record retention is not applicable for the financial year
not applicable. ended March 31, 2024.
(Referred to Paragraph 1 under ‘Report on Other Legal clause 3(iii)(a) to (f) of the said order does not arise.
and Regulatory Requirements’ section of our Report) However, the company has made investments in
earlier years which are, prima facie, not prejudicial to
To the best of our information and according to the
the Company’s interest.
explanation provided to us by the company and the books
of account and records examined by us in the course of iv. In our opinion and according to the information and
audit, we state that: explanations given to us, the Company has complied
with the provisions of section 185 and 186 of the
i. (a) (A) The Company has maintained proper
Act, with respect to loans or investments made and
records showing full particulars, including
guarantees or security provided wherever applicable.
quantitative details and situation of
property, plant and equipment. v. According to the information and explanations
given to us, there is no such deposits, taken by the
(B) The Company does not have any intangible
Company, for which directives issued by the Reserve
asset. So, comment on clause 3(i)(a)(B) is
Bank of India and the provisions of sections 73 to 76
not applicable.
or any other relevant provisions of the Companies Act,
(b) As explained to us, property, plant and 2013 and the rules framed thereunder, are required
equipment have been physically verified by the to be compiled with. Hence, comment on clause 3(v)
management at reasonable intervals. According of the said order is not applicable.
to the information and explanations given to us,
vi. The maintenance of cost records has not been
no material discrepancies were noticed on such
specified by the Central Government under section
verification.
148(1) of the Companies Act, 2013 for the business
(c) The title deeds of immovable properties are held activities carried out by the Company. Thus, reporting
in the name of the Company. under clause 3(vi) of the order is not applicable to the
Company.
(d) The Company has not revalued any of its
Property, Plant and Equipment during the year. vii. (a) According to the records of the Company and as
So, comment on this clause is not applicable. per the information and explanations given to us,
the company is regular in depositing undisputed
(e) According to information and explanations given
statutory dues including Provident Fund,
to us, no proceedings have been initiated during
Employees’ State Insurance, Income Tax, Sales
the year or are pending against the Company at
Tax, Service Tax, Goods and Services Tax, Duty
March 31, 2024 for holding any benami property
of Custom, Duty of Excise, Value Added tax, Cess
under the Benami Transactions (Prohibition) Act,
and any other Statutory Dues to the appropriate
1988 (45 of 1988) and rules made thereunder.
authorities during the year. According to the
Refer Note 30 of the Financial Statements.
information and explanations given to us, no
ii. (a) Since there is no inventory hence comment undisputed statutory dues were outstanding as
on the clause 3(ii) (a) of the said order is not at 31st March, 2024 for a period of more than six
applicable. months from the date they became payable.
(b) The company has not been sanctioned any (b) According to the information and explanations
working capital loan from banks or financial given to us, there are no statutory dues including
institutions on the basis of security of current Provident Fund, Employees’ State Insurance,
assets so comment on clause 3(ii) (b) of the said Income Tax, Sales Tax, Service Tax, Goods and
order does not arise. Services Tax, Duty of Custom, Duty of Excise,
iii. According to the information and explanations given to Value Added tax, Cess and any other Statutory
us, the Company has not made investments, provided Dues which have not been deposited with the
any guarantee or security or granted any loan or appropriate authorities on account of any dispute
advances in the nature of loan, secured or unsecured save and except, the following disputed statutory
to companies, firms, Limited Liability Partnerships or dues given below:
any other parties during the year. So, comments on
Name of the Nature of Amount Related Forum b) According to the information and explanations
statute dues (` in Year (where it is given to us and based on our examination of
thousands) pending) the records of the Company, the Company has
Maharashtra Sales Tax 337 1990-1991 Deputy Commis- not made any preferential allotment or private
Sales Tax (Net of deposit sioner of Sales placement of shares or convertible debentures
of 300) Tax
Employees’ State Employee 7924 1994-1995 Employees’ State
(fully, partially or optionally convertible) during
Insurance Dues (Net of Deposit Insurance Court the year. Hence comment on clause 3(x)(b) of the
of 66) Order is not applicable.
viii. There were no transactions that have been xi. a) According to the information and explanations
surrendered or disclosed as income during the year given to us, no fraud by the company and any
in the tax assessments under the Income Tax Act, fraud on the company has been noticed or
1961(43 of 1961). Hence comment on clause 3(viii) of reported during the year.
the said Order is not applicable.
b) No report under sub-section (12) of section 143
ix. a) As per the information and explanations given to of the Companies Act has been filed in Form
us and on the basis of our examination of records ADT-4 as prescribed under rule 13 of Companies
of the Company, the Company has not defaulted (Audit and Auditors) Rules, 2014 with the Central
in repayment of loans or other borrowings or in Government, during the year.
the payment of interest thereon to any lender.
c) We have taken into consideration the whistle
Hence comment on clause 3(ix) of the said Order
blower policy of the Company, However, no
is not applicable.
complaints were received by the Company during
b) The Company has not been declared wilful the year (and upto the date of this report).
defaulter by any bank or financial institution or
xii. In our opinion and according to the information and
any other lender.(Refer Note no 34)
explanations given to us, the Company is not a Nidhi
c) The Company has not taken any term loan during Company. Hence comment on clause 3(xii)(a)(b)(c) of
the year, hence, reporting under clause 3(ix)(c) of the Order is not applicable to the Company.
the Order is not applicable.
xiii. According to the information and explanations given
d) On an overall examination of the financial to us and based on our examination of the records of
statements of the Company, no funds have been the Company, transactions with the related parties
raised on short- term basis so reporting under are in compliance with Sections 177 and 188 of the
clause 3(ix)(d) of the said order is not applicable. Act where applicable and such transactions have been
e) On an overall examination of the financial disclosed in the financial statements as required by
statements of the Company, the Company has the applicable Indian Accounting Standards.
not taken any funds from any entity or person xiv. a) In our opinion the Company has an adequate
on account of or to meet the obligations of its internal audit system commensurate with the
subsidiaries, associates or joint ventures. size and the nature of its business.
f) The Company has not raised any loans during b) We have considered, the internal audit reports
the year on the pledge of securities held in for the period under audit.
its subsidiaries’, joint ventures or associate
xv. According to the information and explanations given
Companies, hence reporting on clause 3(ix)(f) of
to us, the Company has not entered into any non-cash
the Order is not applicable.
transaction with directors or persons connected to its
x. a) According to the information and explanations directors and hence comment on clause 3(xv) of the
given to us the Company has not raised any order is not applicable to the Company.
money by way of initial public offer or further xvi. (a) The Company is not required to be registered
public offer (including debt instruments) during under section 45-IA of the Reserve Bank of India
the year. Hence, comment on clause (x)(a) of the Act, 1934. Hence, reporting under Clause 3(xvi)
said order is not applicable. (a) of the said order is not applicable.
(b) The Company has not conducted any Non- supporting the assumptions, nothing has come to our
Banking Financial or Housing Finance activities. attention, which causes us to believe that any material
Hence, reporting under Clause 3(xvi)(b) of the uncertainty exists as on the date of the audit report
said order is not applicable. indicating that Company is not capable of meeting its
liabilities existing at the date of balance sheet as and
(c) The Company is not a Core Investment Company
when they fall due within a period of one year from
as defined in the regulations made by the Reserve
the balance sheet date. We, however, state that this
Bank of India. Hence, reporting under Clause
is not an assurance as to the future viability of the
3(xvi)(c) of the said order is not applicable.
Company. We further state that our reporting is based
(d) According to the information and explanation on the facts up to the date of the audit report and we
provided by the management, the group has neither give any guarantee nor any assurance that all
three core investment company as a part of liabilities falling due within a period of one year from
the group. We have not however separately the balance sheet date, will get discharged by the
evaluated whether the information provided by Company as and when they fall due.
the management is accurate and complete.
xx. In our opinion, section 135 of the Companies act, 2013
xvii. According to the information and explanations given is not applicable to the company. Hence, comments
to us, the Company has not incurred cash losses on clause 3(xx) of the said order does not arise.
during the current financial year but has incurred cash
losses in the immediately preceding financial year of
amounting to Rs. 40 (Rs. in Thousand).
xviii. There has been no resignation of the statutory auditors
of the Company during the year. Hence, comment on For Salarpuria Jajodia & Co.
clause 3(xviii) of the said Order is not applicable. Chartered Accountants
Firm ICAI Reg. No. 302111E
xix. On the basis of the financial ratios, ageing and
expected dates of realisation of financial assets and
payment of financial liabilities, other information Anand Prakash
accompanying the financial statements and our Partner
knowledge of the Board of Directors and Management Place : Kolkata Membership No-56485
plans and based on our examination of the evidence Date : 22.05.2024 UDIN : 24056485BKGYEF7729
Report on the Internal Financial Controls under Clause evidence about the adequacy of the internal financial
(i) of Sub-section 3 of Section 143 of the Companies Act, controls system over financial reporting and their operating
2013 (“the Act”) effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of
(Referred to Paragraph 2(f) of Report on Other Legal and
internal financial controls over financial reporting, assessing
Regulatory Requirements of our Report of even date)
the risk that a material weakness exists, and testing and
We have audited the internal financial controls over evaluating the design and operating effectiveness of
financial reporting of HGI Industries Limited (“the internal control based on the assessed risk. The procedures
Company”) as of 31st March, 2024 in conjunction with our selected depend on the auditor’s judgment, including the
audit of the Ind AS financial statements of the Company for assessment of the risks of material misstatement of the
the year ended on that date. IND AS financial statements, whether due to fraud or error.
Management’s Responsibility for Internal Financial We believe that the audit evidence we have obtained is
Controls sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial control system
The Company’s management is responsible for establishing
over financial reporting.
and maintaining internal financial controls based on the
internal control over financial reporting criteria established Meaning of Internal Financial Controls Over Financial
by the Company considering the essential components of Reporting
internal control stated in the Guidance Note on Audit of
A Company’s internal financial control over financial
Internal Financial Controls Over Financial Reporting issued
reporting is a process designed to provide reasonable
by the Institute of Chartered Accountants of India (ICAI).
assurance regarding the reliability of financial reporting
These responsibilities include the design, implementation
and the preparation of IND AS financial statements for
and maintenance of adequate internal financial controls
external purposes in accordance with generally accepted
that were operating effectively for ensuring the orderly
accounting principles. A Company’s internal financial
and efficient conduct of its business, including adherence
control over financial reporting includes those policies and
to Company’s policies, the safeguarding of its assets,
procedures that (1) pertain to the maintenance of records
the prevention and detection of frauds and errors, the
that, in reasonable detail, accurately and fairly reflect the
accuracy and completeness of the accounting records, and
transactions and dispositions of the assets of the Company;
the timely preparation of reliable financial information, as
(2) provide reasonable assurance that transactions are
required under the Companies Act, 2013.
recorded as necessary to permit preparation of financial
Auditors’ Responsibility statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
Our responsibility is to express an opinion on the Company’s
of the Company are being made only in accordance with
internal financial controls over financial reporting based
authorisations of management and directors of the
on our audit. We conducted our audit in accordance with
Company; and (3) provide reasonable assurance regarding
the Guidance Note on Audit of Internal Financial Controls
prevention or timely detection of unauthorised acquisition,
Over Financial Reporting (the “Guidance Note”) and the
use, or disposition of the Company’s assets that could have
Standards on Auditing, and deemed to be prescribed under
a material effect on the financial statements.
section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both Inherent Limitations of Internal Financial Controls Over
applicable to an audit of Internal Financial Controls and, Financial Reporting
both issued by the Institute of Chartered Accountants of
Because of the inherent limitations of internal financial
India. Those Standards and the Guidance Note require
controls over financial reporting, including the possibility
that we comply with ethical requirements and plan and
of collusion or improper management override of controls,
perform the audit to obtain reasonable assurance about
material misstatements due to error or fraud may occur
whether adequate internal financial controls over financial
and not be detected. Also, projections of any evaluation
reporting was established and maintained and if such
of the internal financial controls over financial reporting
controls operated effectively in all material respects.
to future periods are subject to the risk that the internal
Our audit involves performing procedures to obtain audit financial control over financial reporting may become
inadequate because of changes in conditions, or that the Financial Reporting issued by the Institute of Chartered
degree of compliance with the policies or procedures may Accountants of India.
deteriorate.
Opinion
In our opinion, the Company has, in all material respects, For Salarpuria Jajodia & Co.
an adequate internal financial controls system over Chartered Accountants
financial reporting and such internal financial controls over Firm ICAI Reg. No. 302111E
financial reporting were operating effectively as at 31st
March, 2024, based on the internal control over financial
Anand Prakash
reporting criteria established by the Company considering
Partner
the essential components of internal control stated in the
Place : Kolkata Membership No-56485
Guidance Note on Audit of Internal Financial Controls Over
Date : 22.05.2024 UDIN : 24056485BKGYEF7729
Balance Sheet as at 31 st
March, 2024
CIN : L40200WB1944PLC011754 ` in Thousands
Note As at As at
No. 31st March, 2024 31st March, 2023
I. ASSETS
1) Non-Current Assets
a) Property, Plant and Equipment 3 396 537
b) Financial Assets
i) Investments 4 (i) 1,40,334 1,10,457
ii) Other Financial Assets 4 (ii) 18,580 16,931
c) Other Assets 5 771 771
1,60,081 1,28,696
2) Current Assets
a) Financial Assets
i) Cash and Bank Balances
- Cash and Cash Equivalents 7 (i) 386 861
- Bank Balances other than 7(i) above 7 (ii) 626 197
ii) Other Financial Assets 4 (iii) 123 115
b) Current Tax Assets (Net) 8 (i) 288 255
c) Other Assets 6 296 220
1,719 1,648
Total Assets 1,61,800 1,30,344
II. EQUITY AND LIABILITIES
1) Equity
a) Equity Share Capital 9 37,877 37,877
b) Other Equity 10 92,222 67,328
Total Equity 1,30,099 1,05,205
2) Liabilities
i) Non-Current Liabilities
a) Financial Liabilities
- Other Financial Liabilities 11 400 400
b) Provisions 13 213 89
c) Deferred Tax Liability (Net) 8 (ii) 29,138 22,926
29,751 23,415
ii) Current Liabilities
a) Financial Liabilities
Trade Payables 12
-Total outstanding dues of micro enterprises and small enterprises - -
-Total outstanding dues of creditors other than micro enterprises 833 605
and small enterprises
b) Other Liabilities 14 1,117 1,119
1,950 1,724
Total Liabilities 31,701 25,139
Total Equity and Liabilities 1,61,800 1,30,344
The accompanying notes are an integral part of the Financial Statements
As per our report of even date
For Salarpuria Jajodia & Co. Jyoti Prakash Kanoria Yashwant Kumar Daga
Firm Registration Number: 302111E Director Director
Chartered Accountants DIN: 00225761 DIN: 00040632
Anand Prakash Hukam Chand Daga Sushil Kumar Chandak
Partner Chief Executive Officer Chief Financial Officer
Membership No. 56485419 Rakesh Sharma
Dated : 22nd May, 2024 Company Secretary
Place : Kolkata
IV. EXPENSES
Employee Benefit Expenses 16 1,563 1,419
Depreciation & Amortisation Expenses 3 16 16
Other Expenses 17 714 728
Earning per Equity Share (nominal value of Share ` 10/-each) - 18 0.32 (0.01)
Basic and diluted (in ` )
Number Amount
Equity Shares of ` 10/- each issued, subscribed and fully paid
At 31st March, 2022 37,87,655 37,877
Issued during the year - -
At 31st March, 2023 37,87,655 37,877
Issued during the year - -
At 31st March, 2024 37,87,655 37,877
planned tax optimizing measures. Economic conditions may change and lead to a different conclusion regarding
recoverability. Refer note no. 8.
(d) Provisions and contingent liabilities
The Company estimates the provisions that have present obligations as a result of past events and it is probable
that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end
of each reporting period and are adjusted to reflect the current best estimates. The Company uses significant
judgements to assess contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation
arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of
one or more uncertain future events not wholly within the control of the Company or a present obligation that
arises from past events where it is either not probable that an outflow of resources will be required to settle the
obligation or a reliable.
2.6. Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31st March, 2024,
MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
The Company has used the following useful lives to provide depreciation on its fixed assets.
1,40,334 1,10,457
Aggregate Amount of Investments
- Quoted - -
- Unquoted 1,40,334 1,10,457
1,40,334 1,10,457
4. (ii) Other Non-current Financial Assets
At Amortised Cost
(Unsecured, considered good, unless stated otherwise)
Bank deposits with original maturity for more than 12 months 18,547 16,898
Security Deposits 33 33
18,580 16,931
4. (iii) Other Current Financial Assets
Interest Accrued on:
- Fixed Deposits 123 115
123 115
771 771
6 Other Current Assets
296 220
7 Cash and Bank Balances
Accounting Policy
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an
original maturity of three months or less, which are subject to an insignificant risk of changes in value.
7 (i). Cash and Cash Equivalents
Deposits with maturity for more than 3 months but less than 12 months 626 197
626 197
1,012 1,058
8 Income Taxes
Accounting Policy
Provision for current Income Tax is made on the taxable income using the applicable tax rules and tax laws. Deferred
Tax, if any, arising on account of timing difference and which are capable of reversal in one or more subsequent period
is recognized using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet
date. Deferred tax assets, if any, subject to consideration of prudence are recognized and carried forward only to the
extent that there is reasonable certainty that sufficient future taxable income will be available against which such
deferred tax assets can be realized.
9. SHARE CAPITAL
Accounting Policy
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of
its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue
costs.
a. Reconciliation of the Shares outstanding at the beginning and at the end of the reporting period
As at 31st March, 2024 As at 31st March, 2023
Number ` In Number ` In
Thousands Thousands
Equity Share
At the beginning of the year 37,87,655 37,877 37,87,655 37,877
Issued during the year - - - -
Outstanding at the end of the year 37,87,655 37,877 37,87,655 37,877
b. Terms/rights attached to Equity Shares
The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of Equity Shares is
entitled to one vote per share.
In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets
of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
Equity Shares held by the shareholders.
c. Details of shareholders holding more than 5% shares in the Company
As at As at
31st March, 2024 31st March, 2023
i) Capital Reserve
Balance as per last Financial Statements 30,922 30,922
v) FVTOCI Reserve
Balance as per last Financial Statements 87,456 66,161
Net Gain / (Loss) on FVTOCI Investments 23,665 21,295
1,11,121 87,456
Total 92,222 67,328
Nature and Purpose of Reserve
i) Capital Reserve
Capital Reserve have arisen on the account of demerger.
ii) Capital Redemption Reserve
The Company has created Capital Redemption Reserve for the redemption of preference shares.
iii) Securities Premium
Securities Premium is the premium on issue of equity shares. The reserve will be utilised in accordance with the
provision of the Act.
iv) Retained Earnings
Retained Earnings is the present accumulated profits/(losses) earned by the Company and remaining undistributed as
on date.
v) FVTOCI Reserve
The Company has elected to recognise changes in the fair value of investments in equity instruments through other
comprehensive income. These changes are accumulated within the FVTOCI Reserve.
The company transfers amount from this reserve to Retained Earnings when the relevant equity instruments are
derecognised.
As at As at
31st March, 2024 31st March, 2023
Deposits 400 400
400 400
12 Current Trade Payables
Accounting Policy
Trade payables represent liabilities for goods and services provided to the Company and are unpaid at the reporting
period. The amounts are unsecured and usually paid within time limits as contracted. Trade and other payables are
presented as current liabilities unless the payment is not due within 12 months after the reporting period.
They are recognised initially at their transactional value which represents the fair value and subsequently measured at
amortised cost using the effective interest method wherever applicable.
If the effect of the time value of money is material, provisions are discounted at a current pre-tax rate that reflects
the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.
As at As at
31st March, 2024 31st March, 2023
Provision for employment benefits 213 89
213 89
14 Other Current Liabilities
As at As at
31st March, 2024 31st March, 2023
Statutory dues Payable 1,117 1,119
Advance Received from Customer - -
1,117 1,119
15 OTHER INCOME
Accounting Policy
Revenue, if any, from sale of goods will be recognized upon passage of title to the customers which would generally
coincide with delivery thereof. Claims, due to uncertainty in realization, are accounted for on acceptance/cash basis.
Dividend income on investments is accounted for when the right to receive the payment is established. Interest income,
if any, will be recognized on a time proportion basis taking into account the amount outstanding and rate applicable.
Profit on sale of investments is recorded on transfer of title from the Company and is determined as the difference
between sale price, carrying value of Investment and other incidental expenses. Rental Income is recognised on an
accrual basis in accordance with the terms of the relevant agreement.
2023-24 2022-23
Rent 1,218 1,200
Interest income on :
Fixed Deposits 1,221 900
Tax Refunds 8 7
Profit on Sale of Property, Plant and Equipment 1,075 -
3,522 2,107
16. EMPLOYEE BENEFIT EXPENSES
Accounting Policy
Retirement Benefits and other employee benefits
i) Retirement benefit in the form of Provident Fund is a defined contribution scheme and the contributions are charged
to the Statement of Profit and Loss of the year when an employee renders the related service. There are no obligations
other than the contributions payable to the respective trusts / funds.
ii) Short term Employee Benefits are recognised at the undiscounted amount as expense for the year in which the related
service is rendered.
Salaries ,Wages & Bonus 1,436 1,248
Contribution to Provident & other Funds 56 49
(Including Administrative Charges)
Gratuity 31 89
Employees' Welfare Expenses 40 33
1,563 1,419
2023-24 2022-23
Rates & Taxes 98 97
Repairs & Maintenance 70 70
Insurance 8 8
Subscription 58 58
Printing & Stationery 19 12
Software Expenses 23 11
Payment to Auditors (Refer details below) 127 129
Legal & Professional Charges 131 178
Directors' Sitting Fees 98 112
General Charges 4 20
Miscellaneous Expenses 78 33
714 728
Payment to Auditors:
As Auditor:
-Audit Fees 127 127
In Other Capacity:
-For Re-imbursement of Expenses - 2
127 129
18. Earnings Per Share (EPS)
Accounting Policy
Earnings per share is calculated by dividing the net profit or loss before OCI for the year attributable to equity
shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of
calculating diluted earnings per share, the net profit or loss before OCI for the period attributable to equity shareholders
and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive
potential equity shares.
The following reflects profit & share data used in the Basic and Diluted EPS computation.
2023-24 2022-23
Profit After Tax ` in Thousands 1,229 (56)
Weighted Average number of Equity Shares Nos. 37,87,655 37,87,655
Nominal value of Equity Shares ` 10 10
Basic & Diluted Earning Per Share ` 0.32 (0.01)
19. Contingent Liabilities
Accounting Policy
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present
obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized
because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its
existence in the financial statements.
As at As at
31st March, 2024 31st March, 2023
Demands/claims by various Government authorities and others not
acknowledged as debts and contested by the Company :-
i) Sales Tax 637 637
ii) Claims from ex- employees 3,608 3,608
iii) ESI Matters (Net of provision) 6,902 6,707
11,147 10,952
Against the above , payment has been made under protest. 366 366
20. Since the Company has currently no reportable business segment and the company operates in a single geographical
segment, there are no additional disclosures to be provided under Ind AS 108 'Segment Reporting'.
21. Related Party Disclosures
As per Ind AS 24, the disclosure of transactions with the related parties are given below: