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HEG Ltd. Annual Report 2019

May 20, 2019

61624_rns_2019-05-20_11a716f7-ad4a-46f5-9b9d-218bf411452c.pdf

Annual Report

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I BSE Limited 2 i National Stock Exchange of India Limited
25th Floor, P JTowers 1 Exchange Plaza, 5th Floor
Dalal Street Plot No.C/1, G Block, Bandra -Kurla Complex
MUMBAI -400 001. IBandra (E),
Scrip Code: 509631 400 051.
I MUMBAI -. Scrip Code: H_E_G______________

Sub: Outcome of Board Meeting held on 20th May, 2019 and Audited Financial Results for the quarter & financial year ended 31st March, 2019.

Dear Sirs,

Pursuant to Regulation 30 & 33 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Board of Directors have inter-alia approved and taken on record the following at its meeting held today i.e. 20th May, 2019.

    1. Audited Financial Results (Standalone and Consolidated) for the quarter and financial year ended 31st March, 2019 alongwith Auditors Report (Standalone and Consolidated) thereon and Declaration in respect of Audit report (Standalone & Consolidated) with unmodified opinion under Regulation 33(3)(d) of the Listing Regulations are enclosed herewith as Annexure - 1.
    1. The Board of Directors have recommended a final dividend on Equity Shares at the rate of Rs.sO per Equity Share of the face value of Rs. 10/- each, for the financial year 2018-19 (exclusive of dividend distribution tax) subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.
    1. Approved the re-appointment of following Independent Directors upon the recommendation of Nomination and Remuneration Committee, for a second term, subject to approval of shareholders at the ensuing Annual General Meeting:
S.no __NameoflndependentD_ir_e_c_to_r _ ____1-T_e_n_u_r_e_f_o_r_s_e_co_n_d__t_er_m~
I Shri Dharmendar Nath Davar (DIN: 00002008)I For a period of 2 yearsI w.e.f. 30th August, 2019 to1 29th August, 2021
2 I Dr. Om Parkash Bahl (DIN: 02643557)I . For a period of 2 years IIw.e.!. 30"' Angn"'t, 2019 to I29th Au ust, 2021.
3L_ -rD; Kamal Gupta (DIN: 00038490)I______L. For a period of 5 years i. w.e.£. 30th August, 2019 to I1 29_ A~st, 2024.th 1­0,

HEG LIMITED

Corporate Office: Regd. Office: Noida - 201 301 (NCR-Delhi), India (Madhya Pradesh), India Fax: +91-120-4277841 Fax: +91-7480-233522 Website : www.Lnjbhilwara.com Website: www.hegltd.com

Bhilwara Towers, A-12, Sector-1 Mandideep (Near Bhopal) Distt. Raisen - 462046 Tel. : +91-120-4390300 (EPABX) Tel. : +91-7480-405500, 233524 to 233527

Corporate Identification No.: L23109MP1972PLC008290

A brief profile of Shri Dharmendar Nath Davar, Dr. Kamal Gupta and Dr. Om Parkash Bahl are enclosed as Annexure - II. Please note that the term of above Independent Directors are expiring on 29th August, 2019.

  1. Approved the re-appointment of Shri Shekhar Agarwal (DIN: 00066113) and Shri Riju Jhunjhunwala (DIN : 00061060), Directors, liable to retire by rotation, upon the recommendation of Nomination and Remuneration Committee, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. A brief profile of Shri Shekhar Agarwal and Shri Riju Jhunjhunwala are enclosed as Annexure - II.

The date of the ensuing Annual General Meeting will be intimated to the Stock Exchanges in due course of time.

The above said Board Meeting commenced at 1:15 P.M. and concluded at 5.55 P.M.

This is for your information and record.

Thanking you,

Yours faithfully, For HEG LIMITED ,

CHAUDHARY) :J ANY SECRETARY

[email protected]

Encl : as above.

HEG LIMITED

Corporate Office: Regd. Office: Noida 201 301 (NCR-Delhi), India (Madhya Pradesh), India Fax : +91 -120-4277841 Fax : +91 -7480-233522 Website : www.Lnjbhilwara.com Website : www.hegltd.com

Bhilwara Towers, A-12, Sector-1 Mandideep (Near Bhopal) Distt. Raisen ' 462046 Tel. : +91-120-4390300 (EPABX) Tel. : +91-7480-405500, 233524 to 233527

Corporate Identification No.: L23109MP1972PLC008290

1 1~':1 HEG LIMITED
Corporate Office : Bhilwara Towers, A-12, Sector -1, NOIDA - 201301.
Registered Office: Mandideep (Near Bhopal ), Distt. Raisen, Madhya Pradesh-462046.
Phone: 0120-4390300; Fax: 0120-4277841
CIN: l23109MP197ZPlC008290 Website: www.hegltd.com Email: [email protected]
STATEMENT OF AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2019
~ in Crores
Standalone Consolidated
Quarter Ended Financial Year Ended Financial Year Ended
51. No. Particulars Audited Unaudited Audited Audited Audited Audited Audited
31-03-2019 31-12-2018 31-03-2018 31-03-2019 31-03-2018 31/03/2019 31-03-2018
I Revenue from Operation(Refer Note 3) 1346.65 1864.99 1292.45 6592.83 2758.40 6,592.83 2,758.40
II Other Income 42.28 37.20 3.79 109.19 12.37 109.18 12.37
III Total Revenue (1+11) 1388.93 1902.19 1296.24 6702.02 2770.77 6,702.01 2,770.77
IV Expenses
Cost of materials consumed 463.96 456.70 200.21 1611.84 575.81 1,611.84 575.81
Purchase of stock -in-trade -
Changes in inventories offinished goods, work-in- progress and stock-in-trade (117.31) (112.04) (54.24) (497.06) (97.82) (497.06) (97.82)
Employee benefits expense 43.17 56.58 48.49 197.57 112.44 197.57 112.44
Finance cost 5.86 3.57 17.64 17.97 56.42 17.97 56.42
Depreciation and amortisation expense 18.20 18.52 17.69 72.39 72.56 72.39 72.56
Power and Fuel (Net of Interdivisional Purchases) 46.58 49.75 53.97 183.21 164.36 183.21 164.36
Excise Duty (Refer Note 2) 0.00122.25 0.00100.52 0.0093.32 0.00439.02 8.34273.96 439.01 8.34273.96
Other ExpensesTotal expenses (IV) 582.71 573.60 377.07 2024.94 1166.06 2,024.93 1,166.06
V Profit/floss) before exceptional items and tax (III-IV) 806.22 1328.59 919.17 4677.08 1604.71 4,677.08 1,604.71
Exceptional Items - -
VIVII Profit/floss) before Tax (V-VI) 806.22 1328.59 919.17 4677.08 1604.71 4,677.08 1,604.71
VIII Tax expense
(1) Current Tax 278.98 458.78 284.55 1619.35 513.56 1,619.35 513.56
2.82 2.99 0.61 7.30 9.81 7.30 9.81
(2) Deferred TaxShare of Profit/ (loss) of associates 0 0 0 0 0 (24.27) 18.09
IX
X Net Profit/floss) for the period (VII-VIII+IX) 524.42 866.82 634.01 3050.43 1081.34 3,026.16 1,099.43
XI Other Comprehensive Income (Net of Taxes)
A (i) Items that will not be reclassified to profit or loss 0.18 0.00 0.38 (0.98) (0.36) (0.98) (0.36)
(ii) Income tax relating to items that will not be reclassified to profit or loss (0.06) 0.00 (0.13) 0.34 0.12 0.34 0.12
B (i) Items that will be reclassified to profit or loss - - - -
(ii) Income tax relating to items that will be reclassified to profit or loss - - -
C. Share of Other comprehensive Income of Associates 0.05 0.05
XII Total Comprehensive Income for the period 524.54 866.82 634.26 3049.79 1081.10 3,025.57 1,099.24
Paid -Up Equity Share Capital (Face Value ~ 10/- per share) 38.60 39.96 39.96 38.60 39.96 38.60 39.96
XIII
XIV Reserves (Excluding Revaluation Reserves) 3680.40 1768.66 3,755.09 1,867.56
XV Earnings Per Share (~) - Basic 131.39 216.92 158.66 763.60 270.61 757.53 275.13
--=­- Diluted 131.39 216.92 158.66 763.60 270.61 757.53 275.13
vo~or~:~ -,­

*y

~ in Crores
Standalone Consolidated
Quarter Ended Financial Year Ended Financial Year Ended
SI. No. Particulars Audited Unaudited Audited Audited Audited Audited Audited
A Segment Revenue 31-03-2019 31-12-2018 31-03-2018 31-03-2019 31-03-2018 31/03/2019 31-03-2018
Graphite 1343.81 1858.24 1288.10 6582.28 2738.83 6582.28 2738.83
Power 29.37 35.37 40.66 121.47 213.80 121.47 213.80
Others 0.00 0.00 0.00 0.01 0.01 0.01 0.01
Total 1373.18 1893.61 1328.76 6703.76 2952.64 6703.76 2952.64
Less: Inter segment sales 26.53 28.62 36.31 110.93 194.24 110.93 194.24
Net Sales / Income from Operations 1346.65 1864.99 1292.45 6592.83 2758.40 6592.83 2758.40
B Segment ResultsProfit before tax and interest from ea~h segment
Graphite
Power 763.11 1300.34 935.72 4605.34 1613.03 4605.34 1613.03
Total (2.21) (2.99) 1.52 (17.62) 48.59 (17.62) 48.59
760.90 1297.35 937.25 4587.72 1661.62 4587.72 1661.62
Add/Less:Interest Income 13.74 - 49.75 - 49.75 ­
Gain on sale of Investments( Including gain/(Ioss) on its Fair Valuation) 23.0522.64 20.60 0.05 51.49 (0.05) 51.49 (0.05)
Other Unallocable Income net of expenses 5.49 0.47 (0.50) 6.09 (0.17) 6.09 (0.17)
Finance cost (5.86) (3.57) (17.64) (17.97) (56.68) -17.97 (56.68)
Total Profit Before Tax 806.22 1,328.59 919.17 4,677.08 1,604.71 4,677.08 1,604.71
C Segment Assets
Graphite 3519.04 3348.17 2315.92 3519.04 2315.92 3519.04 2315.92
Power 143.15 160.87 166.07 143.15 166.07 143.15 166.07
Unallocated / OthersTotal Segment Assets 1407.485069.67 1670.375179.41 158.212640.20 1407.485069.67 158.212640.20 1482.175144.36 257.112739.11
D Segment Liabilities
Graphite 1126.05 1106.60 742.21 1,126.05 742.21 1126.05 742.21
Power 9.62 35.51 33.71 9.62 33.71 9.62 33.71
Unallocated / Others 215.01 88.81 55.66 215.01 55.66 215.01 ~55.66
Total Segment Liabilities 1350.67 1230.92 831.58 1350.67 831.58 1350.67 831.58

STATEMENT OF ASSETS AND LIABILITIES
Particulars Standalone in CroresConsolidated
31/03/2019 31/03/2018 31/03/2019 31/03/2018
Audited Audited Audited Audited
A ASSETS
(1) Non-current assets
a) Property, Plant and Equipment 784.48 829.30 784.48 829.30
b) Capital work-in-progress 18.58 1.61 18.58 1.61
c) Investment Property 3.54 3.72 3.54 3.72
d) Goodwill - - - -
e) Other Intangible assets 0.35 0.35 0.35 0.35
f) Intangible assets under development - - - -
g) Biological Assets other than bearer plants - - - -
h) Financial assets - - - -
(i) Investments 758.80 149.26 833.49 248.17
(ii) Trade receivables - - - -
(iii) Loans 11.19 7.43 11.19 7.43
(iv) Others Financial Assets - - -
i) Deferred tax assets(net) - - - -
j) Income Tax Assets(Net) 39.95 28.11 39.95 28.11
k) Other non-current assets 17.27 5.68 17.27 5.68
Total Non Current Assets 1,634.16 1,025.46 1,708.85 1,124.37
(2) Current assets - -
(a) Inventories 1,308.39 511.44 1,308.39 511.44
(b) Financial assets - - - -
(i) Investments 108.24 - 108.24 -
(ii) Trade receivables 1,186.88 972.69 1,186.88 972.69
(iii) Cash & Cash equivalents 29.16 5.17 29.16 5.17
(iv) Bank balances other than (iii) above 528.17 2.45 528.17 2.45
(v) Loans 0.62 0.65 0.62 0.65
(vi) Others Financial Assets 5.38 1.09 5.38 1.09
(c) Other current assets 268.66 121.24 268.66 121.24
Total Current Assets 3,435.49 1,614.73 3,435.49 1,614.73
Tota I Assets- - ----­ 5,069.67 2,640.20 5,144.36 2,739.11

B EQUITY & LIABIlITIESEquity
(a) Equity share capital 38.60 39.96 38.60 39.96
(b) Other equity 3,680.40 1,768.66 3,755.09 1,867.56
LIABILITIES
(1) Non-current liabilities
(a) Financial liabilities
(i) Borrowings - - -
(ii) Trade Payables - - - -
(iii) Other financial liabilities 0.41 0.43 0.41 0.43
(b) Provisions 3.87 3.42 3.87 3.42
(c) Deferred tax liabilities (Net) 126.13 119.17 126.13 119.17
(d) Other non-current liabilities 2.40 2.08 2.40 2.08
Total Non Current liabilities 132.81 125.08 132.81 125.08
(2) Current liabilities
(a) Financial liabilities
(i) Borrowings 666.36 297.45 666.36 297.45
(ii) Trade Payables -
(A) Total Outstanding dues of micro enterprises and small enterprises 3.99 2.46 3.99 2.46
(B) Total Outstanding dues of creditors other than micro enterprises and small enterprises 376.08 243.98 376.08 243.98
(iii) Other financial liabilities 130.17 72.52 130.17 72.52
(b) Other current liabilities 16.05 48.48 16.05 48.48
(c ) Provisions 19.78 6.17 19.78 6.16
(d) Current Tax Liabilities (Net) 5.43 35.43 5.43 35.43
Total Current liabilities 1,217.87 706.50 1,217.87 706.49
Total Equity and liabilities 5,069.67 2,640.20 5,144.36 2,739.11

,

Notes:

  • 1 IOperations at our Hydro Power Plant at Tawa-are seasonal in nature. The plant generally remains closed in the 1st quarter, starts operating in the 2nd quarter, peaks in the 3rd quarter before tapering down in the last quarter.

  • 2 IConsequent to the introduction of Goods and Service Tax Act w.e.f. 1st July 2017, revenue from operations is required to be shown net of Goods and Serivce Tax. Revenue from operations for the period prior to 1st July 2017 was reported inclusive of excise duty. Accordingly, the revenue for the year ended 31st March 2019 is not comparable with the amounts reported in the corresponding previous year.

  • 3 IThese financial results have been prepared in accordance with the recognition and measurement principles of applicable Indian Accounting Standards ('Ind AS') notified under the companies (Indian Accounting Standards) Rules, 2015, as amended, as specified in section 133 of the Companies Act, 2013.

  • 4 I Financial results have been reviewed by Audit Committee and approved by Board of Directors at their meetings held on 20 May, 2019. The Statutary auditors have expressed an unmodified opinion on the aforesaid results.

  • 5 The company has adopted lND AS 115 "R-evenue· form·Contracts with customers" which is- mandatory for reporting period beginning on or after 1st April, 2018. Adoption of such standard did not have any impact on th-e results of the company.

  • 6 IThe Figures of the quarter ended 31st March, 2019 and 31st March,2018 are the balancing figures between the audited figures in respect to the full financial year and the published unaudited figures upto nine months ended 31st December, 2018 and 31st, December,2017 respectively, which have been subject to limited review by the Statutory Auditors.

  • 7 IThe figures of the corresponding previous period I year have been regrouped I recast I reclassified wherever considered necessary to correspond to current period I year classificationl disclosures.

  • 8 IDuring the financial year ended 31st March, 2019, the Company after obtaining Shareholder approval had bought back 13,63,636 equity shares of Rs. 10/- each at a price of Rs. 5,500/- per share, from all the eligible shareholder as on the Record Date i.e 9th February, 2019. The shares bought back had been extinguished on 29th March, 2019 and the paid up capital of the Company was reduced from Rs. 39,95,91,420/- (3,99,59,142 Equity Shares) to Rs. 38,59,55,060/- (3,85,95,506 Equity Shares).

  • 9 lAs on 31st March, 2019, the Company presently holds 29.48% in Bhilwara Energy ltd (BEl) an Associate Company of HEG ltd. The Board of Directors in their meeting held on 2nd April, 2019, had decided to purchase additional 3,23,51,004 shares in Bhilwara Energy limited (BEL), Associate company for an aggregating cash consideration of Rs 162.05 Crores. The fair valuation of shares of BEL is Rs. 50.09 per share, which was determined by Mis Walker Chandiok & Co. llP, an Independent Valuer. Post the above acquisition of shares, the holding of Company in BEL, is increased from 29.48% to 49%.

  • 10 IDuring the quarter ended 31st December 2018, the company has paid interim dividend of Rs. 30/- per equity share of Rs.l0/- each and also the Board of Directors has recommended a final dividend of Rs. 501- per Equity Share of Rs. 10/- each for the financial year 2018-19 subject to approval of shareholders at Annual General Meeting.

  • For HEG Limited Place: Dated: Noida{U.P) 20th May,2019 ...IM/~ (:> .----..,,.(' 1(0):)1 ~ *..*~~~t>.J ~~A' RaviJhula Chairman, Managing Director & crob DIN: 00060972 ~~

Ghumar Mandi, Ludhiana-141 001 T : + 91 -1 61-2774527 M : + 91-98154-20555

Independent Auditor's Report To the Board ofDirectors of HEG limited

  1. We have audited the accompanying Statement of Consolidated financial results of HEG limited ('the company') and its share of the total comprehensive income of its associates for the year ended March 31, 2019 ('the statement'), being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as modified by Circular No CIRlCFD/FAC/62120 16 dated July 5, 2016.

This statement which is the responsibility of company's management and approved by the Board of Directors , has been compiled from the related statements which have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express an opinion on the statement based on our audit of such consolidated financial statements.

  1. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of the Chartered Accountants of India, Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence ahout the amounts and the disclosures in the statement. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the statement that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the statement.

    1. In our opinion and to best of our information and according to the explanations given to us, the statement:
    • (i) includes the results of the two associates viz. Bhilwara Energy Limited and Bhilwara lnfotechnology Limited;
    • (ii) is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as modified by Circular No CIRlCFD/FAC/62/2016 dated July 5, 2016; and
    • (iii) income and other

4. Material uncertainty related to going concern of a subsidiary of an associate

The material uncertainty related to going concern of a subsidiary of Bhilwara Energy Limited, an associate of the Company, reported in the Auditor's Report on Consolidated financial statements of the associate is being reproduced hereunder:

In case of Chango Yangthang Hydro Power Limited, a subsidiary of the associate

The Board of directors of Chango Yangthang Hydro Power Limited has decided to surrender the Chango Yangthang HEP (180 MW) project to Directorate of Energy, Government of Himachal Pradesh due to delay and uncertainty in project execution and long delay in Government approvals and licences lapse. Further, the Company has written off capital work in progress during the previous year amounting to Rs. 27.14 crores. These events or conditions indicate that there exists material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern since the Company was incorporated as a Special Purpose Vehicle for this particular project. Our opinion is not modified in respect of this matter.

5. Emphasis of Matter

The Emphasis of matter reported in the Auditor's Report on Consolidated financial statements of Bhilwara Energy Limited, an associate of the Company, is being reproduced hereunder:

In case of Chango Yangthang Hydro Power Limited, a subsidiary of the associate

The company has asked for refund of upfront premium of Rs. 37.89 crores and security deposit of Rs.1.80 crores with interest, the Government of Himachal Pradesh has not considered the Company's contention for surrender of project. The company on 16th February, 2018 has reaffirmed its intention and asked the authorities for their decision on application of surrender of the project since the project is not to be executed purely on account of various social-legal issues neither in the control of the company nor in the control of local administration/authorities.

GoHP vide Notification dated 03 rd Nov 2018 has formed a committee to deal with the issues of various projects which includes Chango Yangthang Hydro Power Limited (CYHPL). On the direction of GoHP, a public meeting was conveyed on 14th November 2018 which was attended by various villagers of the project affected area, officials of DoE, District administration and CYHPL. During the meeting, the villagers categorically refused for development of any Hydro Electric project in the Hangrang valley including 180 MW Chango Yangthang HEP and refused to co-operate on the issue of development of any project. The said committee discussed the Sutlej Valley projects on 18th Feb 2019 which included CYHPL. During the meeting CYHPL categorically refused to execute the project in view of severe local issue and lapse of clearances for the project. Committee has noted the same.

In NJC Hydro Power Limited, a subsidiary of the associate

The viability of the Nyamjang Ch-hu HEP power project is dependent on the outcome of the report of Wildlife Institute ofIndia, Dehradun. We are unable to comment on the financial implications and the future operations of the company till outcome of report of Wildlife Institute of India, Dehradun.

In Malana Power Company Limited, a subsidiary of the associate

There is uncertainty relating to the effects of outcome of litigation with Himachal Pradesh State Electricity Board (HPSEBL).

Our opinion is not modified in respect of the above matters.

6. Other Matters

The consolidated financial statements include the company's share of total comprehensive income/(loss) of Rs. (24.22 crores) for the year ended 31 st MarcR, 2019, as considered in the Consolidated financial statements, in respect of two associates, whose financial statement/financial information have not been audited by us. These financial statements/financial information have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated financial statements, insofar as it relates to the aforesaid associates, is based solely on the reports of the other auditors.

Our opinion on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and reports of other auditors.

For SCV & Co. LLP Chartered Accountants Firm Reg. No. 00023SN!NS00089

1):"ff ~ S njiv Mohan) Partner Place: Noida M. No. 086066

Date: 20th May, 2019

INDEPENDENT AUDITOR'S REPORT ON STANDALONE FINANCIAL RESULTS OF HEG LIMITED PURSUANT TO THE REGULATION 33 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015

To the Board of Directors of, REG Limited

We have audited the standalone annual financial results of REG Limited ("the Company") for the year ended March 31, 2019 ("the Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. ("the Regulations") read with SEBI circular No CIRlCFD/FAC/62/2016 dated July 5, 2016 ("the circular"). Attention is drawn to the fact that figures for the last quarter ended 31 March 2019 and the corresponding quarter ended in the previous year as reported in these standalone annual financial results are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to the end of the third quarter of the relevant financial year. Also the figures up to the end of the third quarter had only been reviewed and not subjected to audit.

These standalone annual financial results have been prepared on the basis of the annual financial statements and reviewed quarterly financial results which are the responsibility ofthe Company's Management. Our responsibility is to express an opinion on these standalone annual financial results based on our audit of the annual financial statements which have been prepared in accordance with the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rule, 2015 as per section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

We conducted our audit in accordance with the standard generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the standalone annual financial results are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by Management. We believe that our audit provides a reasonable basis for our opinion.

In our opinion and to best of our information and according to the explanations given to us these financial results:

(i) is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as modified by Circular No CIRlCFD/FAC/62/2016 dated July 5, 2016; and

(ii) gives a true and fair view in conformity with the aforesaid Indian Accounting Standards and other principles generally accepted in India of the profit, total comprehensive income and other financial information of the Company for the year ended March 31, 2019.

For SCV & Co. LLP Chartered Accountants FRN 00235NIN500089

Dated: 20th May, 2019 Place: Noida

HEGI SECTT12019 20th May, 2019

r1BSE Limited 2 I National Stock Exchange of India Limited
25th Floor, P JTowers Exchange Plaza, 5th Floor
Dalal Street Plot No.C/1, G Block, Bandra -Kurla Complex
MUMBAI -400 001. Bandra (E),
Scrip Code: 509631 MUMBAI -400051.
Scrip Code: HEG

Sub: Declaration pursuant to Regulation 33 (3) (d) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2016.

Dear Sirs,

I, Gulshan Kumar Sakhuja/ Chief Financial Officer of HEG Limited (CIN L23109MP1972PLC008290) having its Registered Office at Mandideep/ Distt. Raisen/ Madhaya Pradesh - 462 046 and its Corporate Office at Bhilwara Towers/ A-12, Sector -1/ Noida - 201301/ hereby declare that/ the Statutory Auditor Mis. SCV & Co. LLP., Chartered Accountants (Firm Registration No.00235N I N500089) have issued an Audit Report (Standalone & consolidated) with unmodified opinion on Audited Financial Results of the Company for the financial year ended 31st March/ 2019.

This declaration is given in compliance to Regulation 33 (3) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations/ 2015/ as amended from time to time.

Kindly take the same on record.

Thanking you,

Yours faithfully, For HEG Limited

~~&-vy C ....· ~.c;.

(Gulshan Kumar Sakhuja) Chief Financial Officer [email protected]

HEG LIMITED

Corporate Office: Regd. Office: Noida • 201 301 (NCR·Delhi), India (Madhya Pradesh), India Fax: +91·120-4277841 Fax : +91 ·7480·233522 Website : www.Lnjbhilwara.com Website :www.hegltd.com

Bhilwara Towers, A·12, Sector·1 Mandideep (Near Bhopal) Distt. Raisen • 462046 Tel. : +91·120-4390300 (EPABX) Tel. : +91·7480-405500, 233524 to 233527

Corporate Identification No.: L23109MP1972PLC008290

Annexure-II

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N arne of Director Riju Jhunjhunwala Dharmendar NathDavar Kamal Gupta Om Parkash Bah! Shekhar Agarwal
CategoryDirectorship of Promoter Non-Executive Independent Independent Independent Non-Executive
Date of Birth 13.01.1979 08.08.1934 12.02.1946 5.10.1939 I09.10.1952I
Age 40 years 84 years 73 years 79 years 66 years
Date ofAppointment onthe Board 30.04.2009 10.11.1994 10.11.1994 30.04.2009 15.07.1996
Tenure Liable to retire byrotation. For a second term of 2yearsw.eJ.30thAugust, 2019 to 29thAugust, 2021. For a second term offive years w.eJ. 30thAugust, 2019 to 29thAugust, 2024. For a second term of 2years w.eJ. 30thAugust, 2019 to 29thAugust, 2021. Liable to retire by rotation.iIII
Qualification Degree in BusinessManagement studies B.COM (Hons.), M.A.(Eco) ,CAIIB and Fellow ofthe EconomicDevelopmentInstitute of the WorldBank. FCA, FICWA,Business IinManagement. Ph.D. I M.sc. and Ph.D.I IB.Teeh (Meeh), lITKanpur,Master of Science Degree inIndustrialSystems&Engineering fromIllinoisInstituteofTechnology,Chicago, USA.
Experience He is an Indush'ialistwith diversifiedbusiness experience.He is the ManagingDirector of RSWMLtd and BhilwaraEnergy Ltd.He is also active in ShriDavar,distinguishedprofessionalincorporatemanagement, has theComdegree of B. wasa Heearlier AfterinintrodUCing undertookaccounting finishingPostand I Doctoral studies in theauditing standards in I area of Carbon under a Post Mr. Shekhar Agarwal is theTechnical Director of graduation and PhD (in Group Vice Chairman of LNJInstitute of Chartered the area of CARBON) Bhilwara Group, industrialdevelopment banker Accountants of India, from Gujarat in the conglomerate with 70 perwith innate expertise and was instrumental year 1966, Dr. O.P. Bahl cent concentrated in textiles.The tex11~:5t9ns areveryidlvspinning).{av:·~~ ~~I if
industry and social (Hons.),M.A. India. He has also fellowshipfrom processingandgarments
associations. He has (Economics), Certified represented India on Ministry Of Aviation manufacturing in different
thepastbeen Associateofthe various international u.K, in North Wales. fabrics. More than 50% of the
presidentof theIndianInstituteof professionalbodies. DrBahlbeganhis manufacturedgoodsare
Entrepreneurs Bankers,and isa He has expertise in distinguishedcareer exported to more than 40
Organization(Delhi Fellowofthe the areas of Finance, fromtheNational countries.
Chapter) among some Economic andAccounting NewPhysicalLab; Heworked asa Senior
others. Development Institute Corporate Laws and Delhi where he took up Industrial & System Engineer
He is an avid reader of the World Bank. is at present a free thechallengeof with Rego Co., Chicago from
andofhistory Afterservingthe lance consultant in developing December 1976 to May 1980,
biographies and has a Punjab National Bank these areas. He is also Technologies required having trained & practiced
keeninterest Inin(PNB)senior the renowned author desperatelybythe MOST,theMaynard
andgeneralaffairs management of various books on Ministry of Defense in OperationsSequencing
politics. position(s) upto 1968, Auditing and other particularandthe Technique for manufacturing
he joined Industrial subjects. Society in general. Dr highqualityvalves&
FinanceCorporation Bahl'soutstanding regulators for the LPG &
of India (IFCI), a well workinthe Compressed gas industries.
known national level developmentof Formerly, he was the
premierfinancial Advanced/Strategic President of the Northern
andinstitution, CarbonProducts India Textile Mills
retired on completion namely, NOSE TIP FOR Association. Presently he is
oftwoterms AGNIMISSILE, on the National Committee
spreading over eight CARBONFIBRES, on Textiles of the
years as its Executive CARBON/CARBON Confederation of Indian
Chairman in 1992. He COMPOSITES, Industry (ClI), and past
had also been on the FLEXIBLE GRAPHITE, Chairman of the
Boards and Executive ILLAZAROV Confederation of Indian
Committees of IDBI FIXATOR,GLASSY Textile Industry (formerly
and IRBI for nearly 8 CARBONS, ICMF).
years and also on the ACTNATED CARBON ~
Board of LIC Housing FIBRES,IMPREGNATI
He hadFinance Co. NG PITCH, ETC has

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been,forseveral been instrumental in
years, apart time makingIndiaself
Consultanttothe reliant in the defense
World Bank, UNIDO sector particularly.
and KFW.Presently Superannuatedas
he is on the Boards of Director Grade Scientist
severalreputed from NPL in the year
companies,training and1999thereafter
institutions and non worked as EMIRATUS
governmental (social) SCIENTIST of CSIR till
organizations. 2004. In between, Dr.
Bah! worked as U.N.
ChiefTechnical
Adviser ( for Carbon
Fibre Project) in Brazil in
additiontobeing
UNIDO Consultant to
Poland, Romania
anDr.Bah!is
Carbonestablished
Expert in the country,
having published more
than150original
inResearchpapers
Internationaljournals
of repute in addition to
12 Patents, Developed
andtransferredto
CarbonIndustry10
relatedTechnologies
etc. Rightly, Dr. Bahl
has been named as
U CARBON MAN OF
INDIA U by a leading
national publication.
Dr,Bahlhaswon
numerous National as
well as International
Awards -some of the
prominent onesbeing
CSIRTechnology
Shield (1999), Charles
AwardPettinos(
AmericanCarbon
Society,1999),CSIR
AwardTechnology
(1999),NRDC Republic
Day Award (1992),CSIR
TechnologyAward
(1990),BDBANGUR
Award(1999),DRDO
Felicitation
(2003),Instituteof
ChemicalEngineers
Award (2018).
Dr. Bahl, a passionate,
innovative and forward
thinking scientist in the
area of Science and
Technology of Carbon
Materials is a Fellow of
the National Academy
ofSciencesand
President of the Indian
Carbon Society.
Whether Yes Yes Yes Yes Yes
Performance
Evaluation done by
Board/Committee I