Directors Report of High Ground Enterprise Ltd.

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31, 2018.

HIGHLIGHTS OF FINANCIAL RESULTS

The Company’s financial performance, for the year ended March 31, 2018 is summarized below:

Particulars	Year ended March 31, 2018 (Rs. In Lacs)		Year ended March 31, 2017 (Rs. In Lacs)
	Consolidated	Standalone	Consolidated	Standalone
Net Revenue from operations:
Engineering Procurement Construction Management (EPCM)	41,924.86	41,924.86	27,275.07	25,865.02
Media, Consulting and allied services	11,810.12	11,805.27	4,972.53	4,887.86
Total Revenue from operations	53,734.98	53,730.13	32,247.60	30,752.88
Other Income	84.23	78.82	11.72	11.58
Total expense other than Finance Cost, Depreciation and amortization	50,443.96	50,412.75	29,871.70	28,248.25
Earnings before Finance Cost, Depreciation, amortization and tax (EBIDTA)	3375.25	3396.20	2,387.62	2,516.21
Depreciation & amortization	176.72	176.42	116.10	115.38
Earnings before Finance Cost and Tax	3198.53	3219.78	2,271.52	2,400.83
Finance costs (net)	679.86	679.37	483.89	483.63
Profit before tax (PBT)	2518.67	2540.41	1,787.63	1,917.20
Tax expenses	910.67	910.67	665.19	663.50
Profit after tax (PAT)	1608.00	1629.74	1,120.60	1,251.61
Basic earnings per share (‘	1.39	1.42	0.98	1.09
Diluted earnings per share	1.39	1.42	0.98	1.09

DIVIDEND

The Board of Directors of the Company at their meeting held on May 30, 2018 have recommended a dividend of Re. 0.10/- (Ten Paisa) per equity share of Re. 1/- (i.e.10% on the face value of the shares) as final dividend for the financial year 2017-18.

The dividend will be paid to members whose names appear in the Register of Members as on September 18, 2018 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

CORPORATE GOVERNANCE

The Company has vigorously taken steps to follow the best corporate governance practices aimed at building trust among the key stakeholders, shareholders, employees, customers, suppliers and other stakeholders on four key elements of corporate governance - transparency, fairness, disclosure and accountability and the Certificate from Practicing Company Secretary forms a part of this Report.

OPERATIONS AND BUSINESS PERFORMANCE: Turnover

During the year ended March 31, 2018 the Company’s total revenue is Rs.53,730.13 Lacs as against Rs. 30,752.88 lacs in the previous period.

Analysis of Income from Operations

During the year under review, income from Engineering Procurement and Construction Management was Rs. 41,924.86 Lacs as compared to Rs. 25,865.02 Lacs during the previous year. During the year under review, income from Media consulting and allied services was Rs. 11,805.27 Lacs as compared to Rs 4,887.86 Lacs during the previous year.

Financial Year	Sales / Turnover (Rs. in Lakhs)	Percentage of Total Turnover (%)
		EPCM	Media & Entertainment
2016-17	30.752.88	84.11	15.89
2017-18	53,730.13	78.03	21.97

Other Income

Other income for the year is Rs. 78.82 Lacs against Rs. 11.58 Lacs in the previous year. As was the case last year, for the year under review, Income from foreign exchange fluctuations and interest income are major contributors to other income of the Company.

Other expenses

During the year, other expenses were Rs. 1054.16 Lacs as against Rs. 846.79 Lacs in the previous period. DIRECTORS

Pursuant to sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors are liable to retire by rotation and shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Sandeep R. Arora (DIN: 02587811), Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Further during the year under review following directors of the Company have resigned from the Directorship of the Company:

Sr. No.	Name of the Director	Date of Resignation
1.	Mr. Paul Taylor	June 9, 2017

The Board places on record its appreciation to the resigned directors, for his valuable guidance provided during his tenure as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS: {SECTION 134 (3)(D)}

The Independent Directors of the Company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2013 and at same time possess relevant expertise and experience that are additive to the Board of the Company for delivering higher growth and higher value.

The brief resume of the Directors being appointed/ reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

The Directors recommend their appointment/re-appointment at the ensuing AGM.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Sandeep Ramkrishna Arora	Chairman & Managing Director
Chintan Kapadia	Whole time Director & Chief Financial Officer
Arunkumar Tyagi	Whole - Time Director
*Unnati A Amodwala	Company Secretary & Compliance Officer
#Neha Kothiyal	Company Secretary & Compliance Officer

*Ms. Unnati Amodwala has resigned from the post of Company Secretary & Compliance Officer w.e.f. March 31, 2018 #Ms. Neha Kothiyal was appointed as a Company Secretary & Compliance Officer w.e.f. April 17, 2018.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are NIL employees drawing remuneration in excess of the limits prescribed in the Act.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure -A’ ‘which forms part of this report.

BOARD MEETINGS

During the financial year 2017-18, the Board of Directors met 11 (Eleven) times and the date of Board Meeting were May 30, 2017, June 7, 2017, June 20, 2017, August 9, 2017, September 2, 2017, September 11, 2017, September 15, 2017, November 13, 2017, December 14, 2017, February 14, 2018, and March 31, 2018. The gap between any two meetings has been less than 120 days.

Details of the Board of Directors and Attendance Record of Directors during the financial year ended March 31, 2018 is as under:

Name	Board Meetings held	Board Meetings attended
Sandeep Ramkrishna Arora	11	11
Chintan Arvind Kapadia	11	11
Arunkumar Tyagi	11	11
Anupam Kumar	11	05
Mataprasad Bulakidas Sharma	11	09
Sudhir Vinayak Yashwantrao	11	09

Sonia Khenduja	11	09
*Paul Anthony Taylor	11	00

* Paul Anthony Taylor, has resigned from the Directorship of the Company w.e.f June 9, 2017 SHARE CAPITAL

During the year under review the Company has not issued any securities. The entire share capital of the Company is listed and traded on BSE Limited and National Stock Exchange of India Limited.

Remuneration Policy

The Company’s Remuneration Policy for Directors, Key Managerial Personnel, and other employees is available on the website of the Company i.e. www.highgroundenterprise.com

Familiarization Programme

The Company has established a Familiarization Programme for Independent Directors.

As per Reg. 25(7) of SEBI (LODR) In which the Board briefed them about the following points:

a) Nature of the industry in which the Company operates

b) Business model of the Company

c) Roles, rights, responsibilities of independent directors

d) Any other relevant information

RELATED PARTIES TRANSACTIONS

All the transactions with related parties are in the ordinary course of business and on arm’s length basis. The details of the transactions entered into between the Company and the related parties are given in AOC-2 as Annexure B to this report.

Your attention is drawn to the Related Party disclosures set out in Note no. 2.(15) of the Standalone Financial Statements.

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

During the year under review the Company has not entered into any transactions under section 186 of the Companies Act, 2013. However previous year Un-Quoted Non - Current Investment made by the Company is as follows:

Sr. No.	Name of the Entity	Particulars of Transaction	Amount in Rs.Lacs (2017-18)	Amount in Rs. Lacs (2016-17)
1.	HGEL Integrated Private Ltd.	Investment in Subsidiary Company at cost	1.00	1.00
2.	Color Bar Private Ltd.	Investment in Subsidiary Company at cost	1.00	1.00
3.	Chitra Talent Management Pvt.ltd.	Investment in Associate Company at cost	0.49	0.49
4.	HGEL International Pte Ltd	Investment in Wholly Owned Subsidiary Company- at cost	4.97	3.86

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

There is no material Event that have occurred after the Balance sheet date.

SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND COMPANY’S OPERATIONS

There had been no significant / material orders passed against the Company, which shall impact the going concern status.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the directors’ responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2018 the applicable Accounting standards had been followed along with proper explanation relating to the material departures;

(b) the Directors of the Company had 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, as at March 31, 2018 and profit of the Company for the year ended March 31, 2018.

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

(d) the Directors of the Company had prepared the accounts of the Company for the financial year ended March 31, 2018 on a going concern basis and;

(e) the Directors of the Company had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to Section 139 of the Companies Act, 2013, the tenure 5 (Five) years of the Statutory Auditor M/s. Jain Chowdhary & Co., Chartered Accountants (Firm’s Registration No. 113267W), have been concluded at this Annual General Meeting. The Board of Directors of the Company upon recommendation from the Audit Committee have decided to re-appoint the Statutory Auditor for a further period of 5 years (i.e) the second consecutive term of their appointment as per the provision of section 139(2) of the Companies Act 2013 read with relevant rules mad therein under.

M/s. Jain Chowdhary & Co., have given their consent & eligibility for re-appointment and have stated that their appointment if made at the ensuing Annual General Meeting, would be in accordance within the limit of the Act & that they are not disqualified from being appointed as statutory auditor of the Company.

AUDITORS QUALIFICATION AND BOARD’S COMMENT

The Statutory auditors of the Company have not made any adverse remark in their report on the standalone and consolidated financial statements of the Company and the other remark and information mentioned in the auditor report are self explanatory in nature and does not call for any explanation from the Board of Directors.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Amit R. Dadheech, Company Secretaries, was appointed as Secretarial Auditors of the Company for the financial year 2017-18. Pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as ‘Annexure C’ and forms part of this report.

There are qualifications, observations and other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which are self explanatory in nature and does not call for any explanation from the Board of Directors.

NATURE OF BUSINESS

Presently the Company operates in two divisions namely:

Division 1: EPCM (Engineering Procurement and Construction Management)

a) Oil & Gas sector

b) Infra & support services / Consulting Division 2: Allied media services (M&A)

There has been no change in the nature of business of the Company carried out by the Company during the year under review.

SUBSIDIARIES:

The Company two wholly owned subsidiaries, the details of the same are set below:

Sr. No	Name of the Subsidiary	Date of incorporation	Country	Business
1.	Colour Bar Private Limited	March 12, 2015	India	Post Production
2.	HGEL Integrated Pvt. Ltd	January 19, 2015	India	infra -projects viz. mining & exploration of natural resources & Stone Mining
3.	HGEL International Pte Ltd.	January 23,2017	Singapore	General Wholesale trade (including general Importers and Exporters)

The statement containing salient features of the financial statement of the above subsidiaries in Form AOC-1 is given in Annexure-D.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of the ensuing AGM.

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

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, are not applicable to the Company.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The Company’s shares are listed on the Bombay Stock Exchange (BSE) Limited & The National Stock Exchange of India Limited. The details of the same are mentioned below as on March 31, 2018:

Name of the Stock Exchange	Number of shares (Equity) listed on the stock exchange
BSE Ltd (BSE)	115115949
National Stock Exchange of India Limited (NSE)	115115949

The Company has regularly paid all the listing fees to the stock exchange and custodial fees to the depositories. EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return for the year ended March 31, 2018 as provided under sub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014 is attached as Annexure-E and forms part of this report. However the same is also available st the website of the Company viz. www.highgroundenterprise.com.

CORPORATE GOVERNANCE

As required by the existing Regulation 34(3) of the Listing Regulation, a detailed report on Corporate Governance is included in the Annual Report. The certificate from a practicing company secretary have been obtained for compliance of the requirements of Corporate Governance in terms of Regulation 34(3) of the Listing Regulation and the same is annexed to the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen. The Company fulfills the criteria set out in the section 135 of the Companies Act, 2013 and relevant rules stating applicability of the section. However, the Board of Directors of the Company has constituted a CSR Committee under review with 3 (three) of its Board members. Contents of Corporate Social Responsibility Policy in the Board’s report are given in the report on CSR activities in Annexure F.

MANAGERIAL REMUNERATION:

Disclosures of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to 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 within the limits as prescribed under the Companies Act, 2013.The disclosure as required under section 134 of the Companies Act, 2013 read with relevant rules made therein under, is attached as Annexure - A and form part of this report

BOARD COMMITTEES

The Company has the following Committees of the Board:

- Audit Committee

- Stakeholders Relationship Committee

- Nomination & Remuneration Committee

- CSR Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors of High Ground Enterprise Limited is committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. The Company’s Vigil Mechanism Policy encourages Directors and employees to bring to the Company’s attention, instances of unethical behavior and actual or suspected incidents of fraud or violation of the conduct that could adversely impact the Company’s operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company’s Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Vigil Mechanism Policy is overseen by the Board of Directors and no employee has been denied access to the Committee.

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

In compliance of the provision of the Act, the Company has appointed M/s. Kataruka & Associates, Chartered Accountants, as its internal auditor of the Company for the financial year 2017-18.

The Company’s independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual & Standard Operating Procedures (SOPs) that have been established for individual units/ areas of operations.

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless the Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

RISK & MITIGATION

The Company has identified various risks faced by the Company from different areas. As per the provision of the Companies Act, 2013 and listing agreements, the, the Board had adopted a risks management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risks as and when they evolve.

COST AUDITORS

As the Company is operating in the service industry, cost audit is not applicable to the Company and hence no reporting is required.

DISCLOSURE ON DEPOSIT UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter V of the Companies Act, 2013

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under The Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received: NIL Number of Complaints disposed off: NIL

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

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company’s operations in future.

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 remain at the leadership position in the industry it has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

Date: September 1, 2018 By Order of the Board

Place: Mumbai For High Ground Enterprise Limited

Regd. Office: Sd/-

Office No. 2, Om Heera Panna Mall, Sandeep R. Arora

2^nd Floor, Oshiwara, Chairman & Managing Director

Andheri (West) Mumbai- 400053 (DIN: 02587811)

---

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31, 2015.

HIGHLIGHTS OF FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31, 2015 is summarised below:

Particulars Year ended Year ended March 31, 2015 March 31, 2014 (Rs.) (Rs.)

Revenue 154,55,57,688 77,15,38,131

Earnings before interest depreciation and tax (EBIDTA) 15,92,31,732 6,84,49,451

Finance costs (net) 2,20,87,902 87,56,871

Cash profits 13,71,43,830 5,96,92,580

Depreciation & amortization 95,00,302 1,33,584

Profit before tax 12,76,43,528 5,95,58,996

Tax expenses 4,33,86,035 1,90,84,612

Profit after tax 8,42,57,494 4,04,74,384

Basic and Diluted earnings per share 9.94 7.36

DIVIDEND

The Board of Directors of the Company at their meeting held on May 30, 2015 have recommended a dividend of Re. 1/- (Rupee One) per equity share of Rs. 10/- (i.e.10% on the face value of the shares). However, the shareholders of the Company by passing a resolution through postal ballot for which results were declared on June 15, 2015 have approved the resolution for sub-division of the face value of the equity share of the Company from Rs. 10/- to Re. 1/-. Now in context to the above the final dividend recommended by the Board of Directors at their meeting is re-considered and recommended Re. 0.10/- Per Equity Shares (10% of the face value of equity share) as final dividend for the financial year 2014-15.

The dividend will be paid to members whose names appear in the Register of Members as on September 17, 2015 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

ABRIDGED FINANCIAL STATEMENTS

In accordance with the listing agreement with Stock Exchanges and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014 of the said Act, the Abridged Annual Report containing salient features of the Financial Statements for the financial year 2014-15, along with statement containing salient features of the Directors Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders in physical mode by courier at their registered address available with the Company.

Full version of the Annual Report 2014-15 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including in Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors' Report (including Management Discussion and Analysis, Corporate Governance Report and Business Responsibility Report) are being sent in physical mode by courier at their registered address available with the Company.

Full version of Annual Report 2014-15 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Company's website at www.highgroundenterprise.com

Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2014- 15, upon receipt of written request from you, as a member of the Company if not received.

CORPORATE GOVERNANCE

The Company has vigorously taken steps to follow the best corporate governance practices aimed at building trust among the key stakeholders, shareholders, employees, customers, suppliers and other stakeholders on four key elements of corporate governance - transparency, fairness, disclosure and accountability and the Certificate from Practicing Company Secretary forms a part of this Report.

OPERATIONS AND BUSINESS PERFORMANCE: Turnover

During the year ended March 31, 2015 the company's total revenue is Rs. 154,55,57,688/- as against Rs. 77,15,38,131/- in the previous period.

Analysis of Income from Operations

During the year under review, income from Engineering, procurement and Construction Management was Rs. 1,25,35,07,860/- as compared to Rs. 48,11,90,967 /- during the previous year. During the year under review, income from Media consulting and allied services was Rs. 28,59,17,188/- as compared to Rs. 28,23,71,519/- during the previous year. The Contribution of EPCM sector to total revenue increased from 62.36% during the previous year to 81.10% for the year under review.

Other Income

Other income for the year is Rs. 61,32,640/- against Rs. 79,75,645/- in the previous year. As was the case last year, for the year under review, Income from foreign exchange fluctuations and interest income are major contributors to other income of the Company.

Other expenses

During the year, other expenses were Rs.3,42,70,847/- as against Rs. 1,67,46,048/- in the previous period.

DIRECTORS

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Sandeep R. Arora, Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Pursuant to Section 149(1) of the Companies Act, 2013 the Board of Directors of the Company had on March 31, 2015 appointed a Women Director. Ms. Sonia Khenduja was appointed as Additional Director in the category of Non-Executive Independent Director. The Company has also received a notice in writing from a member proposing her candidature for the office of Director along with a deposit of Rupees One lakh in accordance with the provision of the Companies Act, 2013.

The Board of Directors in their meeting held on March 31, 2015 has recommended to re- appoint Ms. Sonia Khenduja as Non-Executive Independent Director within the meaning of Section 149 and 152 of the Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation.

The Board pursuant to section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013) and the Rules made there under, as amended from time to time, read with Schedule IV to the Act, has recommended the appointment of Mr. Ajit K. Sharma (DIN- 03223934), as Non-Executive Independent Director of the Company, not subject to retirement by rotation, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who in the opinion of the Board of Directors of the Company fulfills the conditions specified in the act and is eligible for appointment. The Company has also received a notice in writing from a member proposing his candidature for the office of Director along with a deposit of Rupees One lakh in accordance with the provision of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS: {SECTION 134 (3)(D)}

The Independent Directors of the Company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2015 and at same time possess relevant expertise and experience that are additive to the Board of the Company for delivering higher growth and higher value.

The brief resume of the Directors being appointed/ reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

The Directors recommend their appointment/re-appointment at the ensuing AGM.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Sandeep Ramkrishna Arora - Chairman & Managing Director

Chintan Kapadia - Whole time Director

Ramkrishna Prem Shukla - Company Secretary & Compliance Officer

The Board of Directors of the Company has appointed Mr. Ramkrishna Shukla as Company Secretary & Compliance officer w.e.f. August 1, 2015.

RE-APPOINTMENT

The Board of Directors of the Company at their meeting held on April 21, 2014 has approved the resolution for re-appointment of Mr. Sandeep R. Arora (DIN: 02587811) (who is liable to retire by rotation), as Managing Director of the Company for a period of 3 (three) years w.e.f April 28, 2015 on the terms and conditions as detailed in the appointment letter issued by the Company in this regards.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are NIL employees drawing remuneration in excess of the limits prescribed in the act.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as 'Annexure –A' 'which forms part of this report.

BOARD MEETINGS

During the financial year 2014-2015, the Board of Directors met 10 (Ten) times during the financial year and the date of Board Meeting were April 22, 2014, May 30, 2014, August 14, 2014, September 1, 2014, November 3, 2014, November 14, 2014, February 14, 2015, February 19, 2015, March 7, 2015 and March 31, 2015. The gap between any two meetings has been less than 120 days.

Details of the Board of Directors and Attendance Record of Directors during the financial year ended March 31, 2015 is as under:

Name DIN Board Meetings held Board Meetings attended

Vinod Rawal 01488906 10 6

Chintan Arvind Kapadia 01639589 10 9

Sandeep Ramkrishna Arora 02587811 10 9

Anupam Kumar 05276641 10 5

Paul Anthony Taylor 05330406 10 0

Sonia Khenduja# 06985629 10 0

Ramkrishna Prem Shukla* CHBPS9351N 10 0

# Ms. Sonia Khenduja was appointed as Non-Executive Independent women director of the Company w.e.f. March 31, 2015.

*Mr. Ramkrishna Prem Shukla was appointed as Company Secretary & Compliance Officer of the Company w.e.f. August 1, 2015.

SHARE CAPITAL

During the year under review the Company has issued shares and warrants in the following manner:

Sr. No. Date of Allotment / Category No. of Shares / warrants Allotted conversion

1. April 22, 2014 Promoter / Non –Promoter / 31,01,262 Equity shares of Rs. 10/- each at a issue PAC / Creditors price of Rs. 90/- each including a premium of Rs. 80/- per share, by way of conversion of loan and fresh allotment.

2. April 22, 2014 Promoter / PAC 18,27,136 warrants of Rs. 10/- each at a issue price of Rs. 90/- each including a premium of Rs. 80/- per share.

3. March 7, 2015 Promoter / PAC 8,10,000 Equity shares of Rs. 10/- each at a issue price of Rs. 90/- inclu- ding a premium of Rs. 80/- per share, by way of conversion of warrants allotted on March 7, 2015.

4. April 21, 2015 Promoter / PAC 7,28,991 Equity shares of Rs. 10/-each at a issue price of Rs. 90/- inclu- ding a premium of Rs. 80/- per share, by way of conversion of warrants allotted on April 21, 2015.

The Company has received listing approval from the BSE Limited on June 9, 2015 and trading approval on June 30, 2015 from the BSE.

Further to inform you that the Company has also sub–divided the Face Value of the Equity Shares of the Company from Rs. 10/- (Rupees Ten) each to Re. 1/- (Rupee One) each for which the Company has received new ISIN No- INE361M01021 from CDSL & NSDL and all the necessary approvals from the BSE has been obtained. The Company has authorized its registrar and share transfer agent to issue fresh share certificate arising upon sub-division of the face value of the shares.

RELATED PARTIES TRANSACTIONS

All the transactions with related parties are in the ordinary course of business and on arm's length basis. The details of the transactions entered into between the Company and the related parties are given in AOC-2 as 'Annexure B' to this report.

Your attention is drawn to the Related Party disclosures set out in Note no. 20(d) of the Standalone Financial Statements.

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

During the year under review the Company has not entered into any transactions under section 186 of the Companies Act, 2013. However previous year Un-Quoted Non – Current Investment made by the Company is as follows:

Sr. No. Name of the Entity Particulars of Transaction Amount in Rs.(2014-15) Amount in Rs. (2013-14)

1. Rain Ltd. (U.K.) Investment in Joint Venture 3,59,07,950 3,59,07,950 at cost

Further during the year the Company has made investment by way of subscribing to the initial share capital of the Company, i.e. HGEL Integrated Private Limited & Colour Bar Private Limited and incorporated as wholly Owned Subsidiary Companies in order to heighten the main business activity of the Company.

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

The material transactions that have occurred after the Balance Sheet Date are as follows:

DATE PARTICULARS

January 19, 2015 Incorporation of Wholly owned subsidiary in the name & style of 'HGEL Integrated Private Limited' (CIN: U51101MH2015PTC261068)

March 12, 2015 Incorporation of Wholly owned subsidiary in the name & style of 'Colour Bar Private Limited' (CIN: U22222MH2015PTC262675)

March 7, 2014 Conversion of 810000 warrants into Equity shares of Rs. 10/- each at an issue price of Rs. 90/- each issued to Promoter and Person Acting in concert.

April 21, 2015 Conversion of 728991 warrants into Equity shares of Rs. 10/- each at an issue price of Rs. 90/- each issued to Promoter and Person Acting in concert.

June 15, 2015 Sub – Division of the Face Value of the Equity Shares of the Company from Rs. 10/- (Rupees Ten) each to Re. 1/- (Rupee One) each.

SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS

There have been no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the directors' responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2015 the applicable Accounting standards had been followed along with proper explanation relating to the material departures;

(b) the Directors of the Company had 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, as at March 31, 2015 and profit of the Company for the year ended March 31, 2015.

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

(d) the Directors of the Company had prepared the accounts of the Company for the financial year ended March 31, 2015 on a going concern basis and;

(e) the Directors of the Company had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS AND THEIR REPORT

M/s. Jain Chowdhary & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing AGM and being eligible have consented and offered themselves for re-appointment as Statutory Auditors for the financial year 2015-16. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated August 20, 2015, from the Auditors to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, and that they are not disqualified for such re-appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

M/s. Jain Chowdhary & Co are proposed to be re-appointed as Auditors, to hold office up-to the conclusion of the next Annual General Meeting.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self- explanatory.

Further the Statutory Auditor of the Company in their CARO report has mentioned about non-payment of statutory dues within the time frame stipulated under the provision of the respective acts. The details of non-payment of statutory dues as at 31.03.2015 for more than six months from the date they became payable, are reported as under:-

Particulars Amount (Rs.Lacs) Income Tax 56.78

TDS 117.15

Your Directors wish to inform you that due to lack of liquidity there was delay in payment of the above mentioned statutory dues. However, as on the date of this report all the pending statutory dues has been paid by the Company and there are no outstanding dues against the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Amit R. Dadheech & Associates, Company Secretary, were appointed as Secretarial Auditors of the Company for the financial year 2014-15 Pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as 'Annexure C' and forms part of this report.

The observation and qualification on Secretarial Auditor and their report are self-explanatory and does not requirement comment on the same.

NATURE OF BUSINESS

Presently the company operates in two divisions namely:

Division 1: EPCM (Engineering Procurement and Construction Management)

a) Oil & Gas sector

b) Infra & support services / Consulting

Division 2: Allied media services (M&A)

There has been no change in the nature of business of the Company carried out by the Company during the year under review.

SUBSIDIARIES:

During the year under review the Company has incorporated two material subsidiaries, the details of the same are set below:

Sr. No Name of the Subsidiary Date of incorporation Country Business

1. Colour Bar Private Limited March 12, 2015 India Movies and Entertainment 2. HGEL Integrated Pvt. Ltd January 19, 2015 India infra –projects viz. mining & exploration of natural resources

The statement containing salient features of the financial statement of the above subsidiaries in Form AOC-1 is given in Annexure-D.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of the ensuing AGM.

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

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, are not applicable to the Company.

Details of Foreign Earning & Outflow are stated below:

Particulars Amount (Rs.) 2014-15 Amount (Rs.) 2013-14

Foreign Earning Nil 6,08,343

Foreign Exchange Out-flow Nil Nil

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The Company's shares are listed on the Bombay Stock Exchange Limited (BSE), U. P Stock Exchange Limited and Delhi Stock Exchange Limited. The details of the same are mentioned below as on March 31, 2015:

Name of the Stock Exchange Number of shares (Equity) listed on the stock exchange

Bombay Stock Exchange Limited 94,08,262

Delhi Stock Exchange Limited 1,33,000

Uttar Pradesh Stock Exchange Limited 1,33,000



Details of listed share capital as on the date of this report is as follows:

Name of the Stock Exchange Number of shares (Equity) listed on the stock exchange

Bombay Stock Exchange Limited 1,01,37,253

Delhi Stock Exchange Limited 1,33,000

Uttar Pradesh Stock Exchange 1,33,000

In the year under review, the Company has made an application for listing its shares at National Stock Exchange Limited (NSE) which is under process; the shareholders at large will be updated on the status of the same as and when the confirmation from the NSE is received by the Company.

The Company has regularly paid all the listing fees to the stock exchange.

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return for the year ended March 31, 2015 as provided under sub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014 is attached as 'Annexure-E' and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Contents of Corporate Social Responsibility Policy in the Board's report are given in the report on CSR activities in Annexure F.

BOARD COMMITTEES

The Company has the following Committees of the Board: Audit Committee

Stakeholders Relationship Committee Nomination & Remuneration Committee CSR Committee Risk Management Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors of High Ground Enterprise Limited is committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal.

The Company's Vigil Mechanism Policy encourages Directors and employees to bring to the Company's attention, instances of unethical behavior and actual or suspected incidents of fraud or violation of the conduct that could adversely impact the Company's operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company's Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Vigil Mechanism Policy is overseen by the Board of Directors and no employee has been denied access to the Committee.

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Company's independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual & Standard Operating Procedures (SOPs) that have been established for individual units/ areas of operations.

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless the Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

RISK & MITIGATION

The Company has identified various risks faced by the Company from different areas. As per the provision of the Companies Act, 2013 and listing agreements, the, the Board had adopted a risks management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risks as and when they evolve.

COST AUDITORS

As the Company is operating in the service industry, cost audit is not applicable to the Company and hence no reporting is required.

DISCLOSURE ON DEPOSIT UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received: NIL Number of Complaints disposed off: NIL

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future.

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 remain at the leadership position in the industry it has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

By Order of the Board of Directors

Sandeep R Arora Chintan Kapadia

Chairman and Managing Director Whole Time Director

(DIN No-02587811) (DIN No-01639589)



Date: August 26, 2015

Mumbai



Registered Office

Office No. 2, Om Heera Panna Mall,

2nd Floor, Oshiwara,

Andheri (West) Mumbai- 400053

---

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Twenty Ninth Annual Report of your Company together with the audited statement of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:- Year Ended 31st March Year ended 31st march 2014 (Rs.In Lakhs) 2013 (Rs. in lakhs)

Total Income 7715.38 2852.62

Total Expenditure 7119.79 2450.93

Profit/Loss before tax 595.59 401.69

Provision for tax - Current Taxes 190.85 135.43

Profit after tax 404.74 266.26

Profit Brought Forward from Previous year 340.46 106.36

Add : Transferred from Statement of Profit & Loss Account 20.00 6.70

Less : Appropriation

Proposed Dividend 60.18 27.50

Dividend Distribution Tax 10.22 4.66

Transfer to General Reserves 20.00 6.70

Profit carried to Balance Sheet 674.80 340.46

DIVIDEND:

The Board of Directors have recommended a dividend of Rs 0.70/- Per Equity Shares (7% of the face value of equity share) for the financial year 2013-14

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year the Company has generated revenue of INR 4012 lacs from this business segment of Engineering, Procurement, and Construction Management (EPCM) related to infrastructure development and Engineering services the company has already executed work orders from reputed organizations in the private & public sector domain.

The order book of F.Y 2014-15 is already crossing Rs. 65 crores; the company is expecting to bag further Rs. 50-60 crores of work and is targeting for Rs. 125 crores plus topline for F.Y 2014-15 in EPCM division only.

The Company has built an envious profile in EPC in a very short span of and is now eligible to bid and execute for government (Central as well as various State government) and PSU tenders of infrastructure development.

The Company now has a significant talented and experienced human resource pool from diversified sectors such as manufacturing, civil engineering, project management and consulting to support the growth.

The Company is already working in five states of India for infrastructural projects and nearly in all states for consulting jobs, signifying the capabilities to work PAN India.

The Company is also very aggressive in its existing business of Media, Consulting and allied services. During the year, the Company generated revenue of INR 2824 lacs.

Kya DilliKya Lahore" (leveraged on Fiji incentive) had the honorary support and was officially presented by Gulzarsaab, Dada Saheb Phalke award winner (2014) and was successfully released in partnership with Wave Cinemas-Ponty Chadha group on 2nd May 2014. The film got rave reviews from critics as well as the audience and attained the status of a rare heartfelt classic based on Indo-Pak relationship. The film is being recommended for National awards.

The Company made significant efforts this year and have developed some unique concepts, IPR properties and strategic associations to compliment its revenue streams in this segment.

The new property is bought on which a boutique technical facility is being constructed having latest machinery & equipments to cater to digital post production demands of domestic markets and also to service needs of our overseas clients for niche technical services. The facility will be fullfledgedly up and running by end of 2014.

HGEL is looking to develop its own Intellectual Properties in events, It has made strategic arrangements with Convergence Events and is negotiating a partnership to acquire and promote some unique Event concepts in India with few other established agencies as well.

This financial year company expects the Media, Consulting & Allied services segment to achive turnover of INR 6000 lacs plus.

SHARE CAPITAL

The Chairman of the Company in their Meeting dated March 5, 2014 has approved the resolution to increase the Authorised share capital of the Company from Rs. 10,00,00,000/- to Rs. 11,00,00,000/- through postal ballot.

DIRECTORS

. The Board of Directors has reappointed Mr. Chintan Kapdia as Whole Time Director for a tenure of 3 years w.e.f October 20, 2014.

. The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Vinod Rawal, Mr. Anupam Kumar, Mr. Paul Taylor as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance with the provisions of Section 149 of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief details of Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

. Mr. Sandeep Arora (DIN 02587811) earlier appointed as Director not liable to retire by rotation, proposed to be appointed as a Director whose period of office is liable to determination by rotation.

LISTING OF SECURITIES AND ALLOTMENT OF EQUITY SHARES

During the year under review, the Board of Directors of the Company at their meeting held on February 3, 2014 has approved the allotment of 31,21,262 Equity Shares of Rs. 10/- each at a premium of Rs. 80/- per share and 18,27,136 warrants to Promoters, Non - Promoters, Unsecured creditors and lenders of the company, by way of conversion of loans into equity shares on preferential basis.

The results of the Postal ballots were declared on March 5, 2014 by the Chairman of the Company. Further, upon approval of the resolution by the shareholders the Board of Directors of the Company had made In-Principal application with the BSE for allotment of shares and warrants and the same was received on April 9, 2014, upon receipt of In- Principal approval the Board of Directors at their meeting held on April 22, 2014 has allotted 31,01,262 Equity shares and 18,27,136 warrants convertible into equity shares to the proposed allottees and the listing application was made to the BSE, for which the approval was received on May 29, 2014. Further the Company has made Trading approval with the BSE after complying all the provisions of the law and the approval for the same was received on August 21, 2014. The status of Equity shares of the Company vis-a-vis listed on BSE Limited and Delhi Stock Exchange is as follows:

Equity Shares Listed on

13,30,000 Delhi Stock Exchange

85,98,262 Bombay Stock Exchange Limited

CORPORATE GOVERNANCE

The Company has vigorously striven to follow the best corporate governance practices aimed at building trust among the key stakeholders, shareholders, employees, customers, suppliers and other stakeholders on four key elements of corporate governance - transparency, fairness, disclosure and accountability and the Certificate from Practicing Company Secretary forms a part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms part of this Report.

PARTICULARS OF EMPLOYEES

No employee is covered under the Provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

The Company has not invited/accepted any deposits from the public during the financial year ended March 31, 2014. There were no unclaimed or unpaid deposits as on March 31, 2014.

INFORMATION UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The particulars relating to conservation of energy and technology absorption required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy and technology absorption, are not applicable to the Company.

Foreign Exchange Earnings and Outgo

(a) Activities relating to exports; initiatives : N.A. taken to increase exports; development of new export markets for products and services and export plans

(b) Foreign Exchange Earned : Rs. 6,08,343 (Previous year : Rs. 9,96,25,528/-)

(c) Foreign Exchange Used : Rs. Nil (Previous Year : Rs.Nil)

DIRECTORS'' REPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanations relating to material departures, if any.

(ii) appropriate accounting policies have been selected and applied consistently and the Directors have 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 as at 31st March, 2014 and of the Profits for the financial year from 1st April, 2013 to 31st March, 2014.

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts have been prepared on a going concern basis.

STATUTORY DUES

Undisputed Statutory liabilities have duly been discharge on account of Income Tax, Service Tax, Sales Tax & TDS. Certificate for such payments made have been obtained from the auditors.

SECRETARIAL AUDIT REPORT

Your Company had engaged Mr. Amit R. Dadheech, Practising Company Secretary, to review Secretarial Compliance for the financial year ended 31st March, 2014. The Secretarial Audit Report addressed to the Board of Directors of the Company forms part of this Annual Report. The Secretarial Audit Report confirms that the Company has complied with the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreement with Stock Exchanges & relevant section applicable under Companies Act, 2013.

The Secretarial Compliance Certificate, although not mandatory, is also obtained on a quarterly basis and reviewed by the Board.

AUDITORS AND AUDITORS'' REPORT

M/s. Jain Chowdhary & Co, Chartered Accountants, existing Auditors will retire at the conclusion of the ensuing Twenty Ninth Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014,

M/s. Jain Chowdhary & Co are proposed to be re-appointed as Auditors, to hold office up-to the conclusion of the Twenty Ninth Annual General Meeting.

Pursuant to the provisions of Companies (Audit and Auditors) Rules, 2014, M/s. Jain Chowdhary & Co has certified that the following:

a. They are eligible for appointment and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and rules/regulations made thereunder;

b. The proposed appointment is as per the term provided under the Companies Act, 2013;

c. The proposed appointment is within the limits laid down by or under the authority of the Companies Act, 2013;

d. There are no proceedings against the audit firm or any partner of the audit firm pending with respect to professional matters of conduct.

The Board of Directors recommends to the shareholders for the appointment of M/s. Jain Chowdhary & Co, as Statutory Auditors of the Company.

The observations and comments given in the report of the Auditors read together with notes to accounts are self explanatory and hence do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental authorities, including Ministry of Information and Broadcasting, Department of Telecommunication, Ministry of Corporate Affairs, Stock Exchanges, Depositories and other stakeholders including banks, financial Institutions, viewers, vendors and service providers.

By Order of the Board of Directors

Mr. Sandeep R Arora Mr. Chintan Kapadia Chairman and Managing Director Whole Time Director (DIN No-02587811) (DIN No-01639589)

Mumbai, 1st September, 2014

---

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Twenty Eight Annual Report of your Company together with the audited statement of accounts for the year ended 31a March, 2013.

FINANCIAL RESULTS:

YEAR ENDED YEAR ENDED 31st MARCH 2013 31st MARCH 2012 (Rs. IN LAKHS) (Rs. LAKHS)

Total Income 2852.62 1222.10

Total Expenditure 2450.93 910.19

Profit/Loss before tax 401.69 311.91

Provision for tax - Current Taxes 135.43 49.40

Profit after tax 266.26 262.51

Profit Brought Forward from Previous year 106.36 (159.92)

Add : Transferred from Statement of Profit & Loss Account 6.70

Less : Appropriation

Proposed Dividend 27.50

Dividend Distribution Tax 4.66 Transfer to General Reserves 6.70 Profit carried to Balance Sheet 340.46 106.36

DIVIDEND:

The Board of Directors have recommended a dividend of Rs. 0.50 Per Equity Shares (5% of the face value of equity share) for the financial year 2012-13.

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year the Company has diversified into a new line of business i.e. Engineering, Procurement, and Construction Management (EPCM) related to infrastructure development and Engineering services. The Company was successful in getting and executing the orders received in this division. The Company is hopeful of getting more such orders in this segment from Private as well Public sector undertakings in near future which is expected to generate good revenue.

Further the Company is also functioning into its existing business of Media, Consulting and allied services. During the year, the Company successfully signed three movies deal is signed with Georgia. This deal will further boost the prospects of overseas films incentivizing and consulting work for your Company. The Company is also working on overseas film consultancy with other countries.

The Company also expects to release the two movies in the current financial year 2013-14 which should earn good revenue.

DIRECTOR

As per provisions of section 256 of the Companies Act, 1956, Mr. Vinod Rawal, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

CONVERSION OF WARRANTS INTO EQUITY AND FORFEITURE OF WARRANTS

During the period the Company has allotted 1,02,000 Equity Shares on 24th July, 2012 of Rs.10/- each on conversion of warrants and forfeited 21,70,000 warrants due to non-receipt of pending money from respective warrant holders.

CORPORATE GOVERNANCE

The Report on Corporate Governance in compliance with clause 49 of the Listing Agreement with BSE Limited and the Certificate from Practicing Company Secretary forms a part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms part of this Report.

PARTICULARS OF EMPLOYEES

No employee is covered under the Provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

The Company has not invited/accepted any deposits from the public during the financial year ended March 31, 2013. There were no unclaimed or unpaid deposits as on March 31, 2013.

INFORMATION UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT. 1956

The particulars relating to conservation of energy and technology absorption required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy and technology absorption, are not applicable to the Company.

Foreign Exchange Earnings and Outgo

(a) Activities relating to exports; initiatives taken to : N.A. increase exports; development of new export markets for products and services and export plans

(b) Foreign Exchange Earned : Rs. 9,96,25,528 (Previous Year : Rs. 8,48,97,250)

(c) Foreign Exchange Used : Rs. Nil (Previous Year: Rs. 26,00,000)

DIRECTOR''S REPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that -

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanations relating to material departures, if any.

(ii) Appropriate accounting policies have been selected and applied consistently and the Directors have 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 as at 31st March, 2013 and of the Profits for the financial year from 1st April, 2012 to 31st March, 2013.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

SECRETARIALAUPIT REPORT

Your Company had engaged Mr. Amit R.Dadheech, Practising Company Secretary, to review Secretarial Compliance for the financial year ended 31 st March, 2013. The Secretarial Audit Report addressed to the Board of Directors of the Company forms part of this Annual Report. The Secretarial Audit Report confirms that the Company has complied with the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreement with Stock Exchanges and all the Regulations of SEBI as applicable to the Company including SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

The Secretarial Compliance Certificate, although not mandatory, is also obtained on a quarterly basis and reviewed by the Board.

AUPfTORS

M/s. Jain Chowdhary & Co, Chartered Accountants, retires at the ensuing Annual General Meeting and offer themselves for reappointment. M/s Jain Chowdhary & Co. has intimated that they are eligible for appointment as Statutory Auditors under section 224 of the Companies Act, 1956. The Board of Directors recommends their appointment.

ACKNOWLEDGEMENTS

Your Directors wish to record their appreciation for the commitment and excellent performance of the management team and all employees.

By Order of the Board of Directors

Mr. SandeepR. Arora Mr. Chintan Kapadia

Chairman & Managing Director Whole Time Director

Place: Mumbai

Dated : September 2, 2013

---

Mar 31, 2012

The Directors are pleased to present the Twenty Seventh Annual Report of your Company together with the audited statement of accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

YEARENDED YEARENDED 31 ST MARCH 2012 31 ST MARCH 2011 (RS. LAKHS) (RS. LAKHS)

Total Income 1222.10 21.00

Total Expenditure 910.19 39.42

Profit/Loss before tax 311.91 (18.42)

Provision for tax - Current Taxes 49.40 NIL

Profit after tax 262.51 NIL

Profit / (Loss) Brought Forward from Previous year (159.92) (141.50)

Tax Adjustments of prior years Nil NIL

Profit / (Loss) carried to Balance Sheet 102.59 (159.92)

DIVIDEND

In order to conserve the financial resources of the Company, your Directors do not recommend any dividend. REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year the Company has completed production of two films. Currently one more film is on the production floor and two more are slated and expected to be released thereafter in 2013.

DIRECTORS

As per provisions of section 256 of the Companies Act, 1956, Mr. Chintan Kapadia, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

The following Directors were appointed as Additional Directors to hold office until the next Annual General Meeting Mr. Vinod Rawal, Mr. Anupam Kumar and Mr. Paul Taylor.

Mr. Siddharth Chugh, Director of the Company has resigned from the Board w.e.f November 24, 2011. APPOINTMENT OF MANAGING DIRECTOR

During the year, the Board has appointed Mr. Sandeep Arora as Managing Director at its Meeting held on 28th April.

2012 with immediate effect for a period of 3 (three) years, subject to the approval of Shareholders and the Central Government, if required. The appointment and remuneration was ratified by the remuneration committee.

The Resolution for approval of Shareholders forms a part of the Notice of the Annual General Meeting. APPOINTMENT OF WHOLE TIME DIRECTOR

During the year, the Board had appointed Mr. Chintan Kapadia as Whole Time Director at its Board Meeting held on 20th October, 2011 with immediate effect for a period of 3 (three) years, subject to the approval of Shareholders and Central Government, if required. The appointment and remuneration was ratified by the remuneration committee. The Resolution for approval of Shareholders forms a part of the Notice of the Annual General Meeting. CONVERSION OF WARRANTS INTO EQUITY AND FORFEITURE OF WARRANTS

During the period the Company has allotted 26,24,525 Equity Shares on October 20, 2011 and 1,02,000 Equity Shares on 24th July, 2012 of Rs.10/- each on conversion of warrants and forfeited 21,70,000 warrants due to non-receipt of pending money from respective warrant holders.

LISTING OF SECURITIES

The Company's shares are listed on the Bombay Stock Exchange. The annual listing fees have been paid by the Company. The Company's shares prior to the preferential allotment are also listed with the Delhi Stock Exchange; however the additional shares have not been listed.

APPROVAL OF CHANGE OF NAME BY BOMBAY STOCK EXCHANGE

In accordance with the Listing agreement, during the year, the Company applied for change of name from Woo Yang Electronics (India) Limited to High Ground Enterprises Limited with the Bombay Stock Exchange which was approved by the Exchange.

CORPORATE GOVERNANCE

The First Report on Corporate Governance in compliance with clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and the Auditors' Certificate form part of this Report. However, Clause 49 of the listing agreement was applicable from 20th October, 2011.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms part of this Report.

PARTICULARS OF EMPLOYEES

No employee is covered under the Provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

The Company has not invited/accepted any deposits from the public during the financial year ended March 31, 2012. There were no unclaimed or unpaid deposits as on March 31, 2012.

INFORMATION UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

Your company has no activity relating to conservation of energy and technology absorption.-Therefore information under section 217(1)(e)-Not Applicable

Details of Foreign Exchange Earning and Outgo are given below:-

Foreign Exchange Earnings - Rs. 8,48,97,250.00 (Previous Year : Rs. 21,00,000.00)

Foreign Exchange Outgo - Rs. 26, 00,000 (Previous Year: Rs. Nil)

DIRECTORS' REPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanations relating to material departures, if any.

(ii) appropriate accounting policies have been selected and applied consistently and the Directors have 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 as at 31st March, 2012 and of the Profit for the period from 1st April, 2011 to 31st March, 2012.

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Jain Chowdhary & Co, Chartered Accountants, retires at the ensuing Annual General Meeting and offer themselves for reappointment. M/s Jain Chowdhary & Co. have intimated that they are eligible for appointment as Statutory Auditors under section 224 of the Companies Act, 1956. The Board of Directors recommends their appointment.

ACKNOWLEDGEMENTS

Your Directors wish to record their appreciation of the commitment and excellent performance of the management team and all employees.

By Order of the Board of Directors

Mr. Sandeep Arora Mr. Chintan Kapadia Chairman and Managing Director Whole Time Director

Mumbai, Dated September 1, 2012

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report and the Audited Statement of Accounts of the Company for the year ending 31st March 2010.

FINANCIAL RESULTS:

YEAR ENDED 31st YEAR ENDED

MARCH 2010 31st MARCH 2009

RS. LAKHS RS. LAKHS

Total Income NIL 9.60

Total Expenditure 933 8.80

Profit/Loss before tax (9.33 0.79

Provision for tax - Current Taxes NIL 0.09

Profit after tax (9.33) 0.70

Profit / (Loss) Brought Forward from Previous (132.17) (132.28)

year

Tax Adjstments of prior years NIL (0.60)

Profit / (Loss) carried to Balance Sheet (141.50) (132.18)

DIVIDEND:

In view of brought forward losses, the Directors do not recommend any dividend for the year.

LISTING OF SECURITIES

The Companys shares are listed on the Bombay Stock Exchange. The annual listing fees have been paid by the Company.

EXTRA ORDINARY GENERAL MEETING

An Extra Ordinary General Meeting was held on 28th December, 2009 for adoption of other objects pursuant to the provisions of Section 149(2A) of the Companies Act, 1956.

DIRECTORS

Mr. Chintan Kapadia who was appointed as Additional Directors with effect from 2nd August, 2010 hold office until the conclusion of the forthcoming Twenty Fifth Annual General Meeting.

Notices have been received from some members for appointing Mr. Chintan Kapadia as directors of the company.

Mr. Aliasgar Munshi retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment and your Board recommends his re-appointment.

FUTURE OUTLOOK

The intention of the new promoters is to enter into new line of business of film production, content development and entertainment for which the strategy and plans are being put in place. Members will be briefed about the same as and when the same take concrete shape.

FIXED DEPOSITS

Your company has not accepted any deposits from the public during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Provisions of Section 217(2AA) of the Companies Act, 1956, Your Directors confirm that;

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

b) the Directors had selected such accounting policies and applied them consistendy 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 as at 31st March, 2010 and of the loss of the Company for the year ended on that date.

c) the Directors had 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 had prepared the annual accounts on a going concern basis.

AUDITORS:

In terms of section 224 of the Companies Act, 1956 the members are requested to appoint Auditors for the current year.

AUDITORS REPORT:

Attention is invited to the qualifications / adverse remarks in the Auditors Report. The explanation of the Board of Directors is that that the assumption of "Going Concern Basis" is justified in view of the subsequent developments in the company after the Balance Sheet Date. The new promoter has entered into the new business lines of Film Production, Content Development and Entertainment. Also the Company is in process of getting funds for the working capital requirement by way of having preferential allotment, subject to the approval of share holders in the coming Annual General Meeting, to the allottees who agreed to invest funds in the Company.

The other observations in the auditors report are sufficiently dealt with in the notes to the accounts and do not call for any further explanation.

SECRETARIAL COMPLIANCE:

Pursuant to Section 383A, your company has obtained the requisite Compliance Certificate from a Secretary in Whole Time Practice to the effect that the Company has complied with the provisions of the Companies Act, 1956..

PARTICULARS OF EMPLOYEES:

No employee is covered under the Provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

INFORMATION UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

Your company has no activity relating to conservation of energy and technology absorption.

Details of Foreign Exchange Earning and Outgo are given below: -

Foreign Exchange earnings - Rs. Nil (Previous Year : Rs. Nil)

Foreign Exchange Outgo - Rs. Nil (Previous Year : Rs. Nil)

For and on behalf of the Board of Directors

Of Woo Yang Electronics (India) Limited



Sd/-

Sandeep Arora

Chairman

Place : Mumbai

Date : 3rd September, 2010