HMA Agro Industries Director Report

The directors have pleasure in presenting the Directors Report and the audited accounts for the year ended 31^st March 2023.

WORKING HIGHLIGHTS:

The Company is mainly engaged in the business of Slaughtering, processing & rendering of meat and meat products, edible consumable products, developing forest crops, natural products, agricultural, plantation and horticultural crops. The Directors are very pleased to inform you that company has received tremendous response and the same is expected to progress in future.

FINANCIAL PERFORMANCE:

The Company’s Financial Performance for the financial year ended on 31^st March, 2023 under review along with previous year figures are given hereunder:

Summary of Standalone Financial Statement:

(In Millions)
Particulars	Current Year 31.03.2023	Previous Year 31.03.2022
	(Amount in Rs. Million)	(Amount in Rs. Million)
Revenue from operations including other income	31,716.29	29,773.79
Less: Expenditure	29,879.23	28,279.90
Profit /(Loss) Before Tax	1,837.06	1,493.89
Less: Tax Expenses Current Tax	485.41	382.10
Deferred Tax	-21.56	-1.73
Tax expense related to prior years	-	10.15
Profit/(Loss) After Tax	1,373.21	1,103.36
Balance carried to Balance Sheet	1,373.21	1,103.36

Summary of Consolidated Financial Statement:		(In Millions)
Particulars	Current Year 31.03.2023	Previous Year 31.03.2022
	(Amount in Rs. Million)	(Amount in Rs. Million)
Revenue from operations including	32,560.91	31,389.76
other income
Less: Expenditure	30,825.38	29,803.64
Profit /(Loss) Before Tax	1,735.53	1,586.12
Less: Tax Expenses
Current Tax	521.13	411.87
Deferred Tax	-20.26	-0.73
Tax expense related to prior years	-	10.15
Profit/(Loss) After Tax	1,234.66	1,164.83
Balance carried to Balance Sheet	1,234.66	1,164.83

TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND:

Your directors are pleased to recommend a dividend of Rs. 3/- (Rupee Three Only) per equity share of face value of ''10/- each (i.e.30%) for the financial year ended 31^stMarch, 2023 subject to the approval of the Shareholders in the ensuing Annual General Meeting (“AGM”).

In view of the changes made under the Income-tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Company’s Dividend Distribution Policy (“the Policy”) adopted in pursuance to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”). The Policy contains broad parameters and factors while recommending/declaring dividend(s) by the Board of Directors. The Policy is available on the Company’s website at https://www.hmagroup.co/wp-content/uploads/2023/07/3.-Dividend-Distribution-Policy.pdf

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

The company does not have any dividend which remains unclaimed/ unpaid for a period of seven years from the date of transfer to the unpaid dividend account and hence no amount has been transferred to the IEPF established by the Central Government.

WEB LINK OF ANNUAL RETURN:

The Company is having website i.e.https://www.hmagroup.coand copy of annual return of Company has been published on such website. The Link of the same is given below: https://www.hmagroup.co/wp-content/uploads/2023/07/Annual-Return-2021-2022.pdf

CAPITAL STRUCTURE:

There is no change in the Authorized and Paid-up Share Capital of the company during the year.

The Authorized Share Capital of the Company is Rs.700,000,000/- (Rupees Seventy Croreonly) divided into 70,000,000 (Seven Crore Only) equity shares of Rs.10/- each.

The Issued, subscribed & Paid-up share capital of the Company is Rs.47,51,28,750 (Rupees Forty-Seven Crore Fifty-One Lakhs Twenty Eight Thousand Seven Hundred Fifty Only) divided into 4,75,12,875 (Four Crore Seventy Five Lakhs Twelve Thousand Eight Hundred Seventy Five) equity shares of Rs. 10/- each.

CAPITAL STRUCUTRE AFTER FINANCIAL YEAR BUT BEFORE THE DATE OF ANNUAL REPORT:

There is change in Paid -up Share Capital of the Company after the end of Financial Year but before the date of Annual Report: -

The Paid-up Equity Share Capital of the Company increased from Rs.47,51,28,750 (Rupees Forty Seven Crore Fifty One Lakhs Twenty Eight Thousand Seven Hundred Fifty Only) divided into 4,75,12,875 (Four Crore Seventy Five Lakhs Twelve Thousand Eight Hundred Seventy Five) equity shares of Rs.10/-(Rupees Ten Only) each to Rs.500,769,770 /- (Rupees Fifty Crore and Seven Lakhs Sixty Nine Thousand Seven Hundred and Seventy only) divided into500,769,77 ( Five Crore Seventy Six Thousand Nine Hundred and Seventy Seven only) by way of Initial Public Offering (IPO) of 82,05,127 (Eighty Two lakhs Five Thousand One Hundred and Twenty Seven ) equity shares of Rs. 10/-( Rupees Ten Only) consisting of Fresh issue of 2,564,102 (Twenty-Five Lakhs Sixty-Four Thousand One Hundred and Two) equity shares and offer for sale of 5,641,025 (Fifty-Six Lakhs Forty-One Thousand and Twenty-Five) equity shares .

STATE OF AFFAIRS:

Your Company is engaged in the business of Slaughtering, processing & rendering of meat and meat products, edible consumable products, developing forest crops, natural products, agricultural, plantation and horticultural crops as mentioned in its Memorandum of Association of the company.

CHANGE TN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the year.

DEPOSITORY SERVICES:

The Company’s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depositories Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE0ECP01016.Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

MATERIAL CHANGES DURTNG THE FINANCIAL YEAR.

There have been no material changes and commitments which have occurred.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:-

Paid up share capital of the company increased as the Company got listed on National Stock Exchange and Bombay Stock Exchange on 04.07.2023 with Fresh issue of 2,564,102 (Twenty Five Lakhs Sixty Four Thousand One Hundred and Two ) equity shares and offer for sale of 5,641,025 equity shares which opened for subscription on for Anchor Investor on June 19,2023 and closed on June 19,2023 and for Public opened on June 20,2023 and closed on June 23,2023 wherein 82,05,127 Equity Shares, be and hereby issued to respective bidders .

APPLICATION UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (SETTLEMENT PROCEEDINGS) REGULATIONS, 2018:

There has been no application under Securities and Exchange Board of India (settlement proceedings) regulations, 2018 during the financial year to which the financial statements of the Company relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the year under review there has been nosuch significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:1. Changes in Directors

There is a change during the financial year in the composition of the Board of Directors of the company: -

> Appointment of Bhumika Parwani as a Non-Executive Independent Director of the company w.e.f. 26.09.2022

> Resignation of Swapnla Gupta from the post of Non-Executive Independent Director w.e.f. 30.09.2022.

2. Changes in Directors Between the Date of The Board Report and End of Financial Year:

There is no change in directors after the end of the financial year to which the board report relates in the composition of the Board of Directors of the company.

3. Director Retire by Rotation:

Mr. Gulzeb Ahmed (DIN: 06546660), Whole-time director of the company shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, he offers himself for re-appointment.

4. Declaration by The Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149 of the Companies Act 2013, Regulations 16 and 26 of the Securities and Exchange board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

5. Changes in Key Managerial Personnel

The appointment of Key Managerial Personnel is mandatory as per Section 203 of the Companies Act, 2013 as the company fall in the limits as prescribed under section 203 of Companies Act 2013 (“Act”).

The existing composition of the Company''s board is fully in conformity with the applicable provisions of the Act 2013 and applicable regulations of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations,2015 having the following Details of Directors/Key managerial Personnel:

S.NO	NAME OF DIRECTOR	DESIGNATION	DIN/PAN
1.	Mr. Wajid Ahmed	Managing Director	01312261
2.	Mr. Gulzar Ahmad	Chairman cum Whole time Director	01312305
3.	Mr. Gulzeb Ahmed	Whole Time Director	06546660
4.	Mr. Amit Goyal	Independent Director
5.	Mr. Gaurav Rajendra Luthra	Independent Director	08023492
6.	Mrs. Bhumika Parwani	Independent Director	09732792
7.	Mr. Gulzeb Ahmed	Chief Financial Officer	AIIPA0593N
8.	Mr. Nikhil Sundrani	Company Secretary	FVLPS2705B

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2023, the Company has following Subsidiary/Wholly owned

Subsidiary/Associates namely.

Sr. No	Name of the Company	Subsidiary/Wholly owned Subsidiary/Associates
1.	FNS Agro Foods Limited	Wholly Owned Subsidiary
2.	HMA Natural Foods Private Limited	Subsidiary
3.	HMA Food Export Private Limited	Wholly Owned Subsidiary
4.	Swastik Bone and Gelatines Private Limited	Wholly Owned Subsidiary
5.	United Farm Products Private Limited	Wholly Owned Subsidiary
6.	Laal Agro Food Private Limited	Wholly Owned Subsidiary
7.	JFF Exports Private Limited	Wholly Owned Subsidiary
8.	Federal Agro Industries Private Limited	Subsidiary
9.	Indus Farmers Food Co. LLP	Associates
10.	Reliable Agro Foods	Associates
11.	International Agro Food Exports	Associates

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER REPORT:

The company have subsidiary, associate and joint venture companies during the financial year under review, the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report is mentioned in Annexure-A-Form AOC-1 as a part of this report.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the period under review, there has been no one time settlement from the banks or financial institutions.

INTERNAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company’s internal control system comprises audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division to the Audit Committee of the Board.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy is available on the website of the Company at https://www.hmagroup.co.

STATUTORY AUDITORS:

M/S MAPPS AND COMPANY, Chartered Accountants (Firm Registration No. 012796C), were appointed as Statutory Auditors of the company at the Annual General Meeting held on 30^thNovember 2021, for a term of five consecutive years from the conclusion of this Annual General Meeting till the conclusion of sixth Annual General Meeting to be held in 2026, for a term of 5 (five) year.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The statutory auditor report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

AUDITOR’S REPORT:

The Auditors’ Report to the shareholders does not contain any qualification. The notes to accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any comments.

BOARD’S COMMENT ON THE AUDITORS’ REPORT AND SECRETARIAL AUDIT REPORT:

The Auditors’ Report for the financial year 2022-2023 given by M/s MAPPS AND COMPANY, to the shareholders does not contain any qualification. The notes to accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any comments.

The Secretarial Auditor Report for the financial year 2022-2023 given by M/s R.C. Sharmaand Associates to the shareholders does not contain any qualification. The matters referred to in the Secretarial Auditor Report are self-explanatory and therefore do not call for any comments.

DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors’ report, no fraud u/s 143(12) reported by the auditor.

LISTING OF SHARES:

The Company’s shares are listed on BSE Limited and NSE Limited.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There have been some related party transactions, between the Company and the Directors and the management and the relatives of KMP, which are in the ordinary course of business at arm’s length basis.

Accordingly pursuant to the provisions of Companies Act 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contracts or arrangements in Form AOC-2 form part of the report and enclosed in this report as ANNEXURE -B.

POLICY ON SEXUAL HARASSMENT:

The Company has constituted Internal Complaints Committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 and has in place a Policy on Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the financial year 2022-2023.

DISCLOSURE OF THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS TN THE FINANCIAL YEAR:

Particulars under Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 do not apply to the company as the company has not issued any equity shares with differential voting rights during the financial year 2022-2023.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any fixed deposits from the public, and as on March 31, 2023 the Company had no unclaimed deposits or interest thereon due to any depositor.

DEPOSITS:

The Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013, during the financial year under review. During the year 2022-23, Company has filed for DPT-3 in compliance of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

As an integral part of our commitment to good corporate citizenship, your Company strongly believes in adopting steps to improve the quality of life of the people in the communities around us. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed to making a positive contribution towards achieving long-term stakeholder value creation.

As the operations have expanded, your Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large.

We have annexed a report called “Annual Report on CSR Activities” (CSR-2) as Annexure-C and you can extract more details about CSR Expenditure during the financial year 2022-23.

VIGIL MECHANISM:

As Per Regulation 22 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 it is mandatory for every listed company to formulate a vigil mechanism for directors and employees to report genuine concern. According to section 177(10) of the Companies Act, 2013 it is mandatory for the company to disclose the establishment of such mechanism on the website of the company and in the Board’s Report.

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company athttps://www.hmagroup.co. The web link of the same is https://www.hmagroup.co/wp-content/uploads/2023/07/10.Vigil-Mechanism-Policy.pdf

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the period under review, there has been no one time settlement from the banks or financial institutions.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met Fifteen times during the year in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Dates of Board of Directors Meeting is mentioned in below table

Table of Board of Directors Meeting

S.NO	DATE OF MEETING
1.	12.04.2022
2.	09.05.2022
3.	10.06.2022
4.	18.07.2022
5.	13.08.2022
6.	26.08.2022
7.	15.09.2022
8.	30.09.2022
9.	13.10.2022
10.	18.11.2022
11.	12.12.2022
12.	09.01.2023
13.	04.02.2023
14.	24.02.2023
15.	10.03.2023

The names of members of the Board, their attendance at the Board Meetings is as under:

Name of Directors, Number of Meetings attended/ Total Meetings held during the F.Y. 2022-23

Name of the Director	No of Meetings Eligible to Attend	No of meetings Attended
Gulzar Ahmad	15	15
Wajid Ahmad	15	15
Amit Goyal	15	14
Gulzeb Ahmed	15	15
Gaurav Rajendra Luthra	15	15
Bhumika Parwani	8	0
Swapnla Gupta	8	3

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of Executive, NonExecutive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

1. Attendance at the Board Meetings and Committee Meetings;

2. Quality of contribution to Board deliberations;

3. Strategic perspectives or inputs regarding future growth of Company and its performance;

4. Providing perspectives and feedback going beyond information provided by the management.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board. The Independent Director Meeting for this Matter was held by the Company on 30^th March, 2023 and the information regarding this matter has been preserved and kept under record by the Company Secretary of the Company.

COMMITTEE MEETINGS:

The Audit Committee met 8 times during the financial year ended March 31, 2023. No meeting of Stakeholders Relationship Committee was held during the financial year ended March 31, 2023. The nomination and remuneration committee met 5 times during the financial year ended March 31, 2023. Members of the Committees discussed the matter placed and contributed valuable inputs on the matters brought before.

Additionally, during the financial year ended March 31, 2023 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 30.03.2023.

AUDIT COMMITTEE:

The company being a listed company falls under the criteria as defined under section 177 of the Companies Act, 2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014. The company has re-constituted the Audit Committee with Mr. Gaurav Rajendra Luthra (Non-Executive Independent Director and Chairman of the committee), Mrs. Bhumika Parwani (Non-Executive Independent Director and member of the committee) and Mr. Wajid Ahmed (member of the committee) w.e.f 13^th Day of October, 2022.

Eight Meetings of the Audit Committee were held during the financial year 2022-23. The Committee meetings were held on 12.04.2022, 09.05.2022, 11.07.2022, 26.08.2022, 13.10.2022, 07.01.2023, 01.02.2023 and 01.03.2023. The composition and attendance of the members of the Audit Committees:

Name of the Director	Position in committee	No. of meetings attended
Mr. Gaurav Rajendra Luthra	Chairman	8
Mrs. BhumikaParwani	Member	4
Mr. Wajid Ahmed	Member	8

NOMINATION AND REMUNERATION COMMITTEE:

The Board has a Nomination and Remuneration policy, which is generally in line with the existing industry practice and applicable laws. The policy has been displayed on the Company’s website viz. https://www.hmagroup.co.

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors and senior management based on their performance and defined assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under section 178 of the Companies Act, 2013.

The company has re-constituted the Nomination and Remuneration Committee Mr. Amit Goyal (Non-Executive Independent Director and Chairman of the committee), Mrs. Bhumika Parwani (Non-Executive Independent Director and member of the committee) and Mr. Gaurav Rajendra Luthra (Non-Executive Independent Director and member of the committee) w.e.f 13^th Day of October, 2022.

Five Meetings of the Nomination and Remuneration Committee were held during the financial year 2022-23. The Committee meetings were held on 12.04.2022, 11.07.2022, 15.09.2022, 30.09.2022 and 07.01.2023.

The composition and Attendance of the members of the Nomination and Remuneration Committee for the financial year 2022-2023 is as follows:

Name of the Director	Position in committee	No. of meetings attended
Mr. Amit Goyal	Chairman	5
Mrs. Bhumika Parwani	Member	0
Mr. Gaurav Rajendra Luthra	Member	5

STAKEHOLDER RELATIONSHIP COMMITTEE:

The company has duly constituted the Stakeholder Relationship Committee with Mrs. Bhumika Parwani (Non-Executive Independent Director and Chairperson of the committee), Mr. Wajid Ahmed (Member of the committee) and Mr. Gulzar Ahmad (Member of the committee) w.e.f 13^th Day of October, 2022.

The composition and attendance of the members of the Stakeholders’ Relationship Committee for the financial year 2022-23 is as follows:

Name of the Director	Position in committee
Mrs. Bhumika Parwani	Chairman
Mr. Gulzar Ahmad	Member
Mr. Wajid Ahmed	Member

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs and is also available in the website of the company at https://www.hmagroup.co

Policy for Remuneration to Directors/Key Managerial Personneli. Remuneration to Managing Director/Whole-time Directors:

(a) The Remuneration/Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

(b) The Nomination & Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/Whole-time Directors.

ii. Remuneration to Non-Executive/Independent Directors:

(a) The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of the Companies Act, 2013.

(b) All remuneration of the Non-Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be subject to ceiling/limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

(c) An Independent Director shall not be eligible to get Stock Options and shall also not be eligible to participate in any share-based payment schemes of the Company.

(d) Any remuneration paid to Non-Executive/ Independent Directors for services rendered which are of professional nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

• The Services are rendered by such Director in his capacity as the professional; and

• In the opinion of the Committee, the Director possesses the requisite qualification for the practice of that profession.

iii. Remuneration to Key Managerial Personnel:

(a) The remuneration to Key Managerial Personnel shall consist of fixed pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.

(b) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time in accordance with the Company’s Policy.

Remuneration paid to Non-Executive Directors and Executive Directors

Non-executive Directors of a company’s Board of Directors add substantial value to the Company through their contribution to the Management of the Company. In addition, they also play an appropriate control role.

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial

Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors.

The said policy is available on the Company’s Website. Website Link: https://https://www.hmagroup.co.

SECRETARIAL AUDITORS

As required under Section 204 of the Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report, in this regard M/s R.C. Sharma & Associates, was appointed as the Secretarial Auditor of the company for the financial year 2022-2023.

The Secretarial Audit Report in (FORM MR-3) made by practicing company secretary in Agra M/s R. C. Sharma & Associates for the financial year 2022-2023 contains no qualification, reservation or adverse remark. The Secretarial Audit Report made by practicing company secretary M/s R. C. Sharma & Associates for the financial year 2022-2023 is annexed as (ANNEXURE-D).

The Board of Directors has appointed M/s R. C. Sharma & Associates, Company Secretaries as Secretarial Auditors for the financial year 2022-2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The loan given or guarantee provided, or investment made by the Company during the financial year 2022-2023 as per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet and Audit Report.

COST RECORD AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to maintain efficiency in the industry. It has taken various steps to improve productivity across organization.

COMPLIANCE WITH SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR) Regulations, 2015) a report on Corporate Governance along with a Certificate from the Practicing Company Secretary towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in Annexure-E.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, development of suitable strategies and business plans at appropriate time and its effectiveness; etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness/conduct of committee meetings, process and procedures followed for discharging its functions etc.

The Board and the Nomination and Remuneration Committee (“RC”) reviewed the performance of the individual directors on the basis of the criteria such as developing and managing / executing business plans, operational plans, risk management, and financial affairs of the organization and the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role like demonstration of leadership qualities, managing relationship with the members of the Board and management etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors and also assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The performance evaluation of Independent Directors was done by the entire Board and in the evaluation the Director who was subject to evaluation did not participate. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, as and when their respective term expires.

INTERNAL AUDITORS

The Company has appointed Internal Auditors M/s A.L Agarwal & Associates, Chartered Accountants of the company to conduct Internal Audit of the accounts maintained by the Company for financial year 2022-23.

There were no qualifications, reservation or adverse remark made by the Internal Auditors in their report

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there is no employee drawing remuneration above the limits set under Section 197 (12) read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 is annexed to this Board’s report as ANNEXURE-F.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the result of operations of the Company for the year under review, as required under regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given as a separate statement in Annual Report as ANNEXURE-G.

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

The particulars as prescribed under sub-section (3) (m) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are furnished in below

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

We are totally committed to efficient plant operation & energy conservation in its Power Plants. The Company has already taken many steps for Energy Conservation in the past. New measures undertaken this year are as attached as Annexure-H

BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

As per the provisions of Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility and Sustainability Report. But the Company was not being one of such top 1000 listed entities at the end of the financial year 31^stMarch, 2023, so it is not required to annex any Business Responsibility and Sustainability Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: -

i. that in the preparation of annual accounts for the financial year ended 31st March 2023, the applicable Accounting Standards had been followed and that there were no material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the accounts for the financial year ended 31st March 2023 on a going concern basis; and

v. that the directors of the Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

CODE OF CONDUCT

Declaration by the Managing Director (MD), inter alia, confirming that the Board of Directors of the company have complied with the “CODE OF CONDUCT OF THE BOARD OF DIRECTORS”, is attached and forms part of Annual report.

The Board has adopted the Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. Code of Conduct has also been posted on the Company’s Website https://https://www.hmagroup.co.

DETAILS TN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has clearly defined organization structure and lines of authority and sufficient Control is exercised through business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficiency of the Internal Financial Control Function.

INSIDER TRADING

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons’ (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations. This Code is displayed on the Company’s website https://https://www.hmagroup.co.

ACKNOWLEDGMENT

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by the employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation, and support.

We thank the Government of India, Ministry of Commerce &Industry, Ministry of Corporate Affairs, Ministry of Finance, Department of Economic Affairs, Customs & Excise Departments, Income Tax

Department, Reserve Bank of India, BSE, NSE, NSDL, CDSL and various bankers, various State Governments and other Government Agencies for their support, and look forward to their continued support in the future.

Your Directors appreciate and value the trust imposed upon them by the members of the Company.