To the Members,
Your Directors are pleased to present the 28th Annual Report together with the Audited
Financial Statement (Standalone & Consolidated) for the Financial Year ended 31st
March, 2023. FINANCIAL RESULTS
The summarized financial results of the Company during the yearunder review are as
under:
(Amount in Rs Lakhs)
| Particulars |
Standalone |
Consolidated |
|
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
31st March, |
31st March, |
31st March, |
31st March, |
|
2023 |
2022 |
2023 |
2022 |
| Interest Income |
89.29 |
61.22 |
- |
- |
| Dividend Income |
437.79 |
99.97 |
- |
- |
| Net Gain on Fair Value Changes |
0.03 |
0.78 |
- |
- |
| Investment and advisory Services |
- |
- |
1639.33 |
1856.91 |
| Sale of Commodities |
666.77 |
- |
666.77 |
- |
Total Revenue from Operations |
1193.88 |
161.97 |
2306.10 |
1856.91 |
| Other Income |
0.00 |
0.18 |
3.33 |
0.20 |
Total Income |
1193.88 |
162.15 |
2309.43 |
1857.11 |
| Expenses |
919.79 |
218.56 |
1954.57 |
1184.54 |
| Profit / (Loss) Before Tax |
274.09 |
(56.41) |
354.86 |
672.57 |
| Tax Expense |
51.05 |
(1.29) |
60.48 |
45.00 |
| Profit / (Loss) After Tax |
223.04 |
(55.12) |
294.38 |
627.57 |
Share of Profit from Associates - - 11.33 18.13 |
Profit / (Loss) for the year |
223.04 |
(55.12) |
305.71 |
645.70 |
Other Comprehensive Income for the year, net of tax |
(1471.13) |
4427.30 |
(1523.11) |
4750.90 |
Total Comprehensive Income for the year |
(1248.09) |
4372.18 |
(1217.40) |
5396.60 |
DIVIDEND
The Board of Directors in its meeting held on 12th August, 2022 declared
interim dividend of Rs.
0.80 (Eighty Paise Only) per Equity Share of Rs. 10/- each i.e. 8% for the financial
year 2022-23 and it was paid to the eligible shareholders of the company on 6th
September, 2022. The same will be considered as Total Dividend for the financial year
2022-23.
TRANSFER TO GENERAL RESERVE
The Board of Directors of your Company has decided not to transfer any amount to the
General Reserve for the year under review.
PERFORMANCE REVIEW & OUTLOOK
The Indian Financial Industry has demonstrated remarkable resilience in the face of
deteriorating global situation due to strong macroeconomic fundamentals. The Financial
Industry in India experienced a huge growth in the Financial Year 2022-23 amidst global
challenges i.e. geopolitical conflicts between Russia and Ukraine, escalating inflation
rates. The Standalone
Revenue from Operations of the Company for FY 2022-23 increased to Rs. 1,193.88 Lakhs
as compared to Rs. 161.97 Lakhs in the previous year. The Company reported a Profit before
Tax for FY 2022-23 of Rs. 274.099 Lakhs in comparison with Rs. (56.41) Lakhs for FY
2021-22.
The Company has taken adequate measures to control the cash flow to manage the
operations. There has been no impact on the internal financial reporting and controls of
the Company. At present, the Company is in position to fulfil its legal obligations.
Industry trends and its future prospects have been summed up in the Management
Discussion and Analysis Report which forms part of this report.
STATUTORY STATEMENTS
(i) Share Capital
The Paid-up Equity Share Capital as on 31st March, 2023 stood at Rs
10,76,42,300/- comprising of 10764230 Equity Shares of Rs 10/- each. During the year under
review, the Company has not issued any Shares with differential voting rights or granted
stock options, sweat equity etc. The Shareholding of Directors of the Company (including
Promoter Director) is given in the Corporate Governance Report forming part of the Board's
Report.
(ii) Number of meeting(s) of the Board
During the year under review, 4 (four) Board Meetings were convened and held. The
details of such meeting(s) are given in the Corporate Governance Report which forms an
integral part of the Board's Report.
(iii) Committees of the Board
The Company has several Committees which have been established in compliance with the
requirement of the relevant provisions of applicable laws and statutes. As on 31st
March, 2023, the Board has 3 (three) committees namely, Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. A detailed note on the
composition of the Committees is provided in the Corporate Governance Report, which forms
an integral part of the Board's Report.
(iv) Public Deposits
The Company has not accepted any Deposits from the Public under Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
(v) Significant and other material orders passed by the regulators or courts
There are no significant material orders passed by the Regulators or during the year
under review which has an impact on the Going Concern status and Company's operations in
future.
(vi) Particulars of Loans, Guarantees or Investments
The principal business activity of the Company is to provide both financial and
non-financial services. Details of Loans, Guarantees and Investments made by the Company
in the ordinary course of its business are given in the notes to the Financial Statements.
(vii) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo
The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules 2014 in respect of conservation of energy and
technology absorption are not applicable to your Company.
The total foreign exchange earnings during the year under review and previous period is
NIL and total foreign exchange out go during the year under review and the previous period
is NIL.
(viii) Change in the Nature of Business
There is no change in the nature of business of the Company during the year under
review.
(ix) Maintenance of cost records
The nature of Company's business / activities is such that maintenance of cost records
under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.
(x) Material Changes and commitments
No material changes and commitments have occurred between the end of the financial year
to which the financial statements relate and date of this report, affecting the financial
position of the Company.
(xi) Reporting of frauds by the Auditors
No fraud has been noticed or reported by the Statutory Auditor's during the course of
their Audit.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES (i) Subsidiaries
The Company has following Subsidiaries as on 31st March, 2023:
Name of the Company |
As on 31st March, 2023 |
|
No. of Shares |
% of holding |
| 1. HB Securities Limited |
82,07,570 |
100.00% |
| and overhead expenditures |
|
|
| 2. HB Corporate Services Limited |
42,57,478 |
97.40% |
| 3. Taurus Asset Management Company Limited* |
1,69,31,176 |
99.99% |
| 4. Taurus Investment Trust Company Limited |
78,850 |
80.39% |
(*) Unlisted Material Subsidiary Company
A separate statement containing the salient features of the Financial Statement of the
Company's Subsidiaries is being provided in Form AOC-1 along with Financial
Statements in terms of Section 129(3) of the Companies Act, 2013. The Financial Statements
of the Subsidiary Companies will be made available upon request by any Member of the
Company interested in obtaining the same. The Financial Statements of the Subsidiary
Companies will also be kept for inspection by any Member of the Company at its Registered
Office.
The Company has a policy for determining Material Subsidiaries in compliance with the
provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The said Policy is available on the website of the Company having
following web link, http://www.hbportfolio.com/PdfFiles/PDMS.pdf
(ii) Joint Ventures
The Company is not having any Joint Venture business and no Company has become its
Joint Venture during the year under review.
(iii) Associate Companies
In terms of Sec 2(6) of the Companies Act, 2013, Merwanjee Securities Limited is an
Associate Company. A separate statement containing the salient features of the Financial
Statement of the Company's Associate is being provided in Form AOC-1 along with
Financial Statements in terms of Section 129(3) of the Companies Act, 2013.
MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT
As required under Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis
Report; a Report on the Corporate Governance together with the Compliance Certificate from
the Company's Statutory Auditors confirming compliance(s) forms anintegral part of this
report.
WHISTLE BLOWER POLICY – VIGIL MECHANISM
In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and
pursuant to the provisions of Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Stakeholders, Employees
and Directors of the Company has been established. The Whistle Blower Policy is available
on the website of the Company having following web link, http://www.hbportfolio.com/PdfFiles/WBP.pdf
RELATED PARTY TRANSACTIONS
The Related Party Transactions that were entered during the financial year under review
were on arm's length basis and were in the ordinary course of business. The Audit
Committee has accorded its omnibus approval for the said transactions.
During the year under review, the Company has not entered into any materially
significant
Related Party Transaction under Section 188 of the Companies Act, 2013 and Regulation
23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. None of the
Directors has any pecuniary relationships or transactions vis-?-vis the Company. The
details of all related party transactions entered by the Company during the Financial Year
2022-23 are disclosed in Note No. 29 of the Financial Statements. The Company has a Policy
to regulate transactions between the Company and its Related Parties, in compliance with
the applicable provisions of the Companies Act, 2013, the Rules made there under and
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Policy on Related Party Transactions has been suitably modified as per the
applicable provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to
time. The Policy is available on the website of the Company having following web link, http://www.
hbportfolio.com/PdfFiles/RPT.pdf CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company endeavors to preserve the confidentiality of un-published price sensitive
information and to prevent misuse of such information. The Company is committed to
transparency and fairness in dealing with all Stakeholders and in ensuring adherence to
all laws and regulation in force. The Board of Directors has adopted the Code of Conduct
for regulating, monitoring and reporting of trading by insiders and other connected
persons, in compliance with Regulation 9 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Code of Conduct lays down guidelines and procedures
to be followed and disclosures to be made while dealing with the Shares of the Company, as
well as the consequences of violation. The Code of Conduct has been formulated for
prevention of Insider Trading and to maintain the highest standards of dealing in Company
Securities.
Further, the Policy and procedure for inquiry in case of leak of unpublished price
sensitive information or suspected leak of unpublished price sensitive information have
been framed in line with the provisions of the Insider Trading Regulations, as amended.
PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY
In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has a Policy for Preservation of Documents &
Archival thereof, classifying them in two categories as follows: (a) documents whose
preservation shall be permanent in nature; (b) documents with preservation period of not
less than eight years after completion of the relevant transactions.
The said Policy is available on the website of the Company having following web link, http://
www.hbportfolio.com/PdfFiles/PDAP.pdf
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Board of Directors has adopted the Risk Management Policy which sets out the
framework for the management of risks faced by the Company in the conduct of its business
to ensure that all business risks are identified, managed and monitored. The
Policy have been included in Management Discussion and Analysis Report forming part of
this report.
PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace. The Board of
Directors in their meeting held on 08th August, 2014 constituted the Internal
Complaint Committee and adopted a Policy on prevention, prohibition and redressal of
sexual harassment at workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. The Internal Complaint Committee comprises of following members: (i) Mrs.
Banmala Jha, Presiding Officer (Manager HB Estate Developers Ltd.)
(ii) Mrs. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a
Counsellor) (iii) Mr. Anil Goyal, Member (Managing Director) (iv) *Mr. Mohit Chauhan,
Member (Company Secretary) (*) Appointed w.e.f. 26th May, 2023 The Company has
complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The women employees were made aware about the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
rules made there under and the provisions of Internal Complaint Policy of the Company.
Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is provided in the Corporate Governance Report which
forms an integral part of the Board's Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control systems are commensurate with the nature of its
business, the size and complexity of its operations and such internal financial controls
with reference to the
Financial Statements are adequate.
The details in respect of internal financial control and their adequacy are included in
the
Management Discussion and Analysis, which forms a part of the Annual Report.
AUDITORS
(i) Statutory Auditors
The Shareholders in their 27th Annual General Meeting held on 30th
September, 2022 had appointed ‘N. C. Aggarwal & Co.', Chartered Accountants (FRN
003273N) ("Audit Firm"), as the Statutory Auditors of the Company for a term of
5 (five) consecutive years i.e. from the conclusion of the 27th Annual General
Meeting of the Company till the conclusion of the 32nd Annual General Meeting
of the Company to be held in the year 2027.
There are no qualifications, reservation, adverse remark, observations, comments or
disclaimer given by the Auditors in their Report. The Report given by the Statutory
Auditors on the financial statements of the Company for the financial year 2022-23, is
part of the Annual Report and self-explanatory.
(ii) Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, ‘Marv & Associates LLP', Chartered Accountants, New
Delhi have been re-appointed as the Internal Auditors of the Company for FY 2022-23 and
their Report is reviewed by the Audit Committee on quarterly basis.
(iii) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. A.N. Kukreja,
Proprietor, ‘A.N Kukreja & Co.', Company Secretary in Practice have been
re-appointed to undertake the Secretarial Audit of the Company for the FY 2022-23. The
Secretarial Audit Report is enclosed as a part of this report as "ANNEXURE –
I".
The Secretarial Auditors have not made any qualification, reservation or adverse remark
or disclaimer in his Secretarial Audit Report. In compliance of Regulation 24A(1) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Audit
Report of Taurus Asset Management Company Limited, a material unlisted subsidiary is
enclosed as a part of this report as "ANNEXURE – II".
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of Section 135(9) of the Companies Act, 2013, all the functions
of the CSR Committee are discharged by the Board of Directors of the Company as the
Company's CSR Obligation is less than 50 Lakhs and thus requirement of constitution of
Corporate Social Responsibility Committee is not applicable. Further as per the provision
of Section 135 of the Companies Act, 2013, every Company having net worth of Rs. 500 Crore
or more, or Turnover of Rs. 1000 Crore or more or a Net Profit of Rs. 5 Crore or more
during the immediately preceding financial year is required to spend in every financial
year, at least 2% (twopercent) profitsmade during the threetheaveragenet
immediately preceding financial years, in pursuance of the CSR Policy.
The Net Profit after considering realised gain during the immediately preceding
financial year
2021-22 was Rs. 8,51,23,575/- therefore the company was required to spend at least 2%
(two percent) of the average net profits of the Company made during the 3 (three)
immediately preceding financial years, in pursuance of CSR Policy. The Average Net Profit
for the immediately preceding 3 (three) financial years comes to Rs.
4,34,61,668/- calculated as per the provisions of Section 198 of the Companies Act,
2013. AsofRiskManagement per above, the Company was required to spend 2% (two percent) of
the said amount i.e. Rs.
8,69,233/- during the financial year 2022-2023.
The Company spent Rs. 11,00,000 during the financial year 2022-2023 as against the CSR
Obligation of Rs. 8,69,233/- during the financial year 2022-2023. The excess amount of Rs.
2,30,767 which was spent during the financial year 2022-2023 is available for set-off
against the Company's CSR obligations for the immediate succeeding 3 (three) financial
years in terms of
3rd Proviso to Section 135(5) of the Companies Act, 2013 read with Rule 7(3)
of the Companies (Corporate Social Responsibility Policy) Rules, 2014. Brief outline of
the CSR Policy of the Company and the initiatives undertaken by the Company on
CSR activities in accordance with Schedule VII of the Companies Act, 2013 during the
financial year 2022-23 is provided in "ANNEXURE – III" in the format
prescribed under Companies (CSR Policy) Amendment Rules, 2022. The complete CSR Policy as
approved by the Board can be accessed on the Company's Website having the following web
link, http://www.hbportfolio.com/CSR/PdfFiles/CSR.pdf DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP)
(a) Appointment / Re-appointment / Resignation of Directors and KMP
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Lalit Bhasin (DIN:
00002114), Director shall retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. The Board of Directors recommends his
re-appointment.
Mr. Ajay Kumar Mohanty (M. No. FCS-7133) has resigned from the position of the
Company Secretary and Compliance Officerof the Company with effect from 31st
January, 2022. Mr. Mohit Chauhan (M. No. ACS-53839) has been appointed as Company
Secretary and Compliance officer of the Company being the Key Managerial Personnel of
the Company w.e.f. 26th May, 2023 as per provisions of Section 203 of the
Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The information on the Particulars of Director eligible
for Appointment / Re-appointment in terms of Regulation 36 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 issued by
the Institute of Company Secretaries of India has been provided in the Notes to the Notice
convening the Annual General Meeting.
None of the Directors on the Board of the Company has been debarred or disqualified
from being appointed or continuing as directors of Companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. b)
Declaration from Independent Directors
The Company has received declarations from all the Independent Director(s) confirming
that they meet with the criteria of Independence as prescribed both under Section 149(6)
of the Companies Act, 2013 and under Regulation 16(1)(b), 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors of the Company have confirmed that they have registered their
names in the data bank of Independent Directors maintained with the Indian Institute of
Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses, if any incurred by them for the purpose of attending meetings
of the Board/Committee of the Company. c) Nomination and Remuneration Policy
The Company has a Nomination and Remuneration Policy for selection, appointment
& remuneration including criteria for determining qualifications,positive
attributes of
Directors, Key Managerial Personnel (KMP) and Senior Management employees of the
Company.
Brief outline / salient features of the Nomination and Remuneration Policy are as
follows:
? Nomination and Remuneration Committee has been empowered inter-alia to carry out
the following functions:
Identification and selection of persons for appointment as Director, KMP or at Senior
Management level considering their qualification, experience and integrity.
Determining the appropriate size, diversity and composition of the Board.
Developing a succession plan for the Board and Senior Management of the Company.
To recommend all remuneration, in whatever form, payable to senior management.
Considering and determining the remuneration based upon the performance to attract
retain and motivate members of the Board.
Approving the remuneration of the Senior Management including KMPs of the Company.
Evaluation of performance of the Board, its committees, individual directors and Senior
Management Personnel on yearly basis.
To extend or continue the term of appointment of the Independent Director, on the basis
of the report of performance evaluation of Independent Directors? Executive
Directors / Managing Director are paid remuneration as per applicable provisions of the
Companies Act, 2013 and rules made there under.
? Non-Executive Directors are paid sitting fees for attending each meeting of the
Board of Directors and the Committees constituted by the Board. The sitting fee for each
meeting of Board of Directors and the Committee of Directors has been fixed by the
Directors within the overall ceiling laid down under the Companies Act, 2013.
The complete Nomination and Remuneration Policy of the Company is available on the
website of the Company having following web link, http://www.hbportfolio.com/PdfFiles/NRC.pdf
d) Board Diversity
The Company recognizes the importance and benefits of having the diverse Board to
enhance quality of its performance.
The Company believes that a diverse Board will enhance the quality of the decisions
made by the Board by utilizing the different skills, qualification, professional
experience, gender, knowledge etc. of the members of the Board, necessary for achieving
sustainable and balanced growth of the Company. The Board of Directors on the
recommendations of the Nomination and Remuneration Committee has adopted a Policy on
Diversity of Board of Directors in terms of Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. e) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors has carried out an Annual performance evaluation of its own performance and of
all the Directors individually as well as the evaluation of the working of Audit,
Nomination
& Remuneration and other Compliance Committees. The manner in which the evaluation
has been carried out is explained in the Corporate Governance Report. The Independent
Directors also in their meeting held on 09th February, 2023 reviewed the performance of
Non–Independent Directors, the Board as a whole and the Chairman on the basis of
structured questionnaire covering various aspects of the Board's functioning such as
adequacy of the composition of the Board and its Committees, execution and performance of
specific duties, obligations and governance. They also assessed the quality, quantity and
timeliness of flow of information between the
Company and the Board. The Independent Directors expressed Non-Independent Directors
are devoting their time, energy and expertise towards the progress of the Company and the
Chairman with his rich expertise has guided the directors in their performance towards the
progress of the Company. f) Remuneration of the Directors / Key Managerial Personnels
(KMPS) and Particulars of Employees
The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of Directors / Key Managerial Personnels (KMPS) and Employees of the
Company is furnished hereunder: (i) The ratio of the remuneration of each Director
to the median remuneration of the employees of the Company for the financial year; and the
percentage increase in remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year.
Sr. No. |
Name |
Category |
Ratio/Times per Median of employee remuneration |
% Increase in remunera- tion |
| 1. |
Mr. Anil Goyal |
Managing Direc- |
18.13 |
37.25 |
|
|
tor (Executive) |
|
|
| 2. |
Mr. Lalit Bhasin |
Director |
N.A |
N.A |
|
|
(Non-Executive) |
|
|
| 3. |
Mr. Raj Kumar Bhargava |
Director |
N.A |
N.A |
|
|
(Non-Executive) |
|
|
| 4. |
Mrs. Anita Jain |
Director |
N.A |
N.A |
|
|
(Non-Executive) |
|
|
| 5. |
Mr. Harbans Lal |
Director |
N.A |
N.A |
|
|
(Non-Executive) |
|
|
| 6. |
Mr. Ajay Kumar Mohanty* |
Company Secretary |
N.A |
| 7. |
Mr. Ashok Kumar |
Chief Financial Officer |
N.A |
(*) Resigned w.e.f. 31st January, 2023.
The Non-Executive Directors are paid only sitting fees for attending meeting of the
Board of Directors and the Committees constituted by the Board.
(ii) There has not been any increase of in the median remuneration in current
financial year as compared to previous financial year.
(iii) There are 6(Six) permanent employees on the rolls of the Company as on 31st
March, 2023.
(iv) Average percentile increase already made in the salaries of employees other
than the managerial personnel in the last financial year is 14.74 as compared to 37.25
percentile increase made in the managerial remuneration of KMP.
(v) It is hereby affirmed that the remuneration paid is as per the remuneration
policy for
Directors, Key Managerial Personnel and other Employees.
(vi) Statement of particulars of employees pursuant to Section 197(12) of the
Companies
Board ofAct, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and
Remuneration of
Managerial Personnel) Rules, 2014 for the year ended 31st March, 2023: a)
Details of top ten employee in terms of remuneration drawn as on 31st March,
2023:
Sl. No. |
Name |
Designation |
Gross Remuneration received (In Rs) |
Nature of Employment |
Qualification |
Experience (In Years) |
Date of Commencement of Employment |
Age (In Years) |
Last Employment held before joining the Company |
Number & Percentage of Equity Shares held |
Whether any such employee is a relative of any director or manager of
the Company |
| 1 |
Mr. Anil Goyal |
Managing Director |
94,98,400 |
Permanent |
CA |
40 |
20-02-2002 |
64 |
HB Leasing and Finance Company Ltd. |
Nil |
No |
| 2 |
Mr. Ajay Kumar Mohanty* |
Company Secretary |
14,68,470 |
Permanent |
CS |
15 |
02-08-2021 |
43 |
Raheja Developers Ltd. |
Nil |
No |
| 3 |
Mr. Ashok Kumar |
Chief Financial Officer |
10,71,619 |
Permanent |
CA |
16 |
07-06-2021 |
48 |
HB Estate Developers Ltd. |
Nil |
No |
| 4 |
Ms. Renu Gupta |
Secretary |
5,24,040 |
Permanent |
BA |
37 |
01-12-2016 |
62 |
HB Leasing and Finance Company Ltd. |
334 (0.00%) |
No |
| 5 |
Mr. Rajkumar Sharma |
Sr. Secretarial Assistant |
5,19,496 |
Permanent |
BA (Hons.) |
36 |
01-04-2019 |
58 |
HB Stockholdings Ltd. |
919 (0.01%) |
No |
| 6 |
Mr. Neeraj Gaur |
Accountant |
4,56,288 |
Permanent |
B.Com |
13 |
01-04-2019 |
36 |
Shree Mansha Tools |
Nil |
No |
| 7 |
Mr. Mohit Chauhan** |
Interim Compliance Officer |
2,80,000 |
Permanent |
CS |
5 |
01-12-2022 |
31 |
Octavius Plantations Limited |
Nil |
No |
(*) Resigned w.e.f. 31st January, 2023 (**) Appointed w.e.f. 12th
December, 2022
Note: There were less than 10 (ten) employees, details of which are given hereinabove.
b) Details of the Employees, who were in receipt of remuneration aggregating Rs
1,02,00,000/- or more per annum: None c) Details of the Employees, who were
employed for part of the financial year and was in receipt of remuneration not less than
Rs 8,50,000/- per month: None d) Details of the Employees, who were employed
throughout the financial year or part thereof, was in receipt of remuneration in that year
which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in
excess of that drawn by the managing director or whole-time director or manager and holds
by himself or along with his spouse and dependent children, not less than two percent of
the equity shares of the Company: None SECRETARIAL STANDARDS
During the year under review, the Company has complied with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).
ANNUAL RETURN
The Annual Return (Form MGT-7) is available on the website of the Company having
following web link, https://www.hbportfolio.com/Investor%20Information/Annual%20Returns/indexx.html
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016)
There was no pending proceeding or application has been made under the Insolvency and
Bankruptcy Code, 2016.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof is not applicable.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to sub-section (3) & (5) of Section 134 of the Companies Act, 2013, it is
hereby stated that: a) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures; b) the Directors have selected such Accounting Policies and applied them
consistently and made judgments and estimates, that are reasonable and prudent so as to
give a true and fair view of the State of Affairs of the Company at the end of the
Financial Year and of the Profit or Loss of the Company for that period; c) the Directors
have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; d) the
Directors had prepared the Annual Accounts on a going concern basis; e) the Directors have
laid down Internal Financial Controls to be followed by the Company and that such Internal
Financial Controls are adequate and were operating effectively; and f) the Directors have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
ACKNOWLEDGMENTS
Your Directors wish to thank and acknowledge the co-operation, assistance and support
extended by the Banks, Company's Shareholders and Employees.
