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HB Stockholdings Ltd.

BSE: 532216 Sector: Financials
NSE: HBSL ISIN Code: INE550B01022
BSE 00:00 | 24 Apr 2020 HB Stockholdings Ltd
NSE 05:30 | 01 Jan 1970 HB Stockholdings Ltd

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OPEN 5.42
PREVIOUS CLOSE 5.70
VOLUME 899
52-Week high 9.30
52-Week low 5.42
P/E
Mkt Cap.(Rs cr) 4
Buy Price 5.97
Buy Qty 25.00
Sell Price 5.98
Sell Qty 351.00
OPEN 5.42
CLOSE 5.70
VOLUME 899
52-Week high 9.30
52-Week low 5.42
P/E
Mkt Cap.(Rs cr) 4
Buy Price 5.97
Buy Qty 25.00
Sell Price 5.98
Sell Qty 351.00

HB Stockholdings Ltd. (HBSL) - Director Report


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Company director report

To the Members

Your Directors are pleased to present the 32nd Annual Report together with the Audited Financial Statement for the Financial Year ended 31st March 2019.

FINANCIAL RESULTS

The summarized financial results of the Company during the yearunder review are as under:-

(Amount In ?)

PARTICULARSStandaloneConsolidated
Year Ended 31.03.2019Year Ended 31.03.2018Year Ended 31.03.2019Year Ended 31.03.2018
Total Revenue(36142232)20294767(36129732)20294767
Expenditure16996518191184251724299719282579
Finance Cost559808441544559808441544
Depreciation1952831154682022798711873860
Profit/(Loss) for the year before Tax(55651389)(812022)(56212408)(1303216)
Tax Expense2153039419891921530394198919
Profit/(Loss) for the year after Tax(57804428)(5010941)(58365447)(5502135)
Appropriations
Statutory Reserve Fund0.000.000.000.00
Add: Adjustment (From 01/04/2015 to 31/03/2017) *0.00160556260.0016055626
General Reserve0.000.000.000.00
Balance Brought Forward(25582318)43651127(34168248)73717808
Add: Adjustment (From 01/04/2015 to 31/03/2017) *0.00(80278130)0.00(118439547)
Accumulated Profits/(Loss)(83386746)(25582318)(92533695)(34168248)

(*) Pursuant to the Scheme of Arrangement.

DIVIDEND

In view of the brought forward losses and current year loss the Board of Directors regrets their inability to recommend any Dividend for the Financial Year 2018-2019.

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 Company posted Total Revenue of ? (36142232) and Net Loss after tax of ? (57804428) for the Financial Year ended 31st March 2019. The financial figures for the current year are comparable with previous year due to accounting effect given in the Financial Statements for the Financial Year ended 31st March 2018 from the Appointed Date(s) i.e. 01st April 2015 & 03rd April 2015 pursuant to the sanction of the Scheme of Arrangement (`the Scheme') between HB Stockholdings Limited (HBSL) HB Portfolio Limited (HBPL) and HB Estate Developers Limited (HBEDL) and their respective Shareholders and Creditors under Sections 391 to 394 read with Section 100 to 104 of the Companies Act 1956.

There is a very huge market to be served which needs an efficient last mile delivery of credit thus creating enormous opportunity for all the financial institutions and NBFCs in special. The company continues to pursue the strategy of searching diversified investment opportunity thus giving the distinct edge from the risk management and scalability perspective. The focus across the product is of catering to the lower and the middle income segment which is the key driver of our economy.

The Indian economy in FY 2018-19 started with a healthy 8.2% growth in the first on the back of domestic resilience. Growth eased to 7.3% in the subsequent quarter due to rising global volatility largely from financial volatility normalized monetary policy in advanced economies externalities from trade disputes and investment rerouting. Further the Indian rupee depreciated because of the crude price shock and conditions exacerbated as recovery in some advanced economies caused faster investment outflows.

Industry trends and its future prospects have been summed up in the Management Discussion and Analysis Report which forms part of this report.

SCHEME OF ARRANGEMENT

The Hon'ble National Company Law Tribunal (NCLT) Chandigarh Bench at Chandigarh vide its Order Dated 22nd December 2017 sanctioned the Scheme of Arrangement between HB Stockholdings Limited (HBSL) HB Portfolio Limited (HBPL) and HB Estate Developers Limited (HBEDL) and their respective Shareholders and Creditors under Sections 391 to 394 read with Section 100 to 104 of the Companies Act 1956.

The Scheme came into effect on 30th January 2018 from the Appointed Date(s) i.e. 01st April 2015 & 03rd April 2015 in a manner more particularly defined in the Scheme.

The Copy of Scheme of Arrangement along with all other documents are available on the Company's website at following weblink http://www.hbstockholdings.com/Investor%20Information/schemes/scheme%20of%20arrangement.pdf

STATUTORY STATEMENTS

(i) Share Capital

The Paid up Equity Share Capital as on 31st March 2019 stood at ? 71376650/- comprising of 7137665 Equity Shares of ? 10/- each. During the year under review the Company has neither issued any Shares with differential voting rights nor granted stock options nor sweat equity.

The Shareholding of Directors of the Company (including Promoter Director) is given in the Corporate Governance Report forming part of this report.

(ii) Number of meeting(s) of the Board

During the year under review four Board Meetings were convened and held. The details of such meeting(s) are given in the Corporate Governance Report. The maximum interval between any two meeting(s) did not exceed 120 days as prescribed in the Companies Act 2013.

(iii) 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.

(iv) Significant and other material orders passed by the regulators or courts

There are no significant material orders passed by the Regulators or Courts during the year under review which has an impact on the Going Concern status and Company's operations in future.

(v) Particulars of Loans Guarantees or Investments

The principal business activity of the Company is to undertake financial services investing and dealing in various kinds of securities. 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.

(vi) 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 Rules 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.

(vii) Change in the Nature of Business

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

(viii) 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.

(ix) 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.

(x) 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 Subsidiary as on 31st March 2019:

Name of the CompanyAs on 31.03.2019
No. of Shares% of holding
1. Mount Finance Limited830006100.00%

Note(s):

A separate statement containing the salient features of the Financial Statement of quarter 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 Board of Directors has approved 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 Policy for Determining Material Subsidiary has been suitably modified as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time. The said Policy is available on the website of the Company having following weblink http://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/index.html

(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 the Company is not having any Associate Company during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS 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 Auditor's confirming compliance(s) forms an integral 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 duly approved by the Board of Directors is available on the website of the Company having following weblink http://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/index.html

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. The Company has not entered into any materially significant Related Party Transaction under Sec 188 of the Companies Act 2013. 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-a-vis the Company.

The Board of Directors on the recommendation of the Audit Committee has approved 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.hbstockholdings.com/Investor%20Information/Corporate%20Governance/index.html

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. The Code of Conduct has been suitably modified as per the provisions of the Insider Trading Regulations and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time.

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board of Directors in their meeting held on 11th February 2016 has adopted 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.hbstockholdings.com/Investor%20Information/Corporate%20Governance/index.html

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 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 17th May 2014 constituted the Internal Complaint Committee and thereafter re-constituted on 30th May 2019. The Company 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 (Sr. V.P Legal HB Estate Developers Ltd.)

(ii) Mrs. Renu Gupta Member

(iii) Mr. Mahesh Gupta Member (Chief Financial Officer)

(iv) Mr. Rachit Tandon Member (Company Secretary)

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 given as under:

a. Number of complaints filed during the financial yearNil
b. Number of complaints disposed of during the financial yearNil
c. Number of complaints pending as on end of the financial yearNil

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of Internal Controls. The information about Internal Controls is set out in the Management Discussion and Analysis forming part of this report.

INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to Company's Policies the safeguarding of assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors has constituted a Corporate Social Responsibility Committee (CSR Committee) pursuant to the provisions of Section 135 of the Companies Act 2013. The composition of the CSR Committee has been mentioned in the Corporate Governance Report forming part of this report. The Board of Directors on the recommendation of the CSR Committee has approved the Corporate Social Responsibility Policy (CSR Policy) of the Company which is available on the website of the Company having following web link http://www.hbstockholdings.com/Investor%20Information/CSR/index.html No changes have been made to the CSR Policy of the Company during the year under review.

Brief outline / salient features of the CSR Policy of the Company are as follows:

The Company endeavors to adopt an integrated approach to address the community societal & environmental concerns by taking one or more of the activities allowed as per Section 135 of the Companies Act 2013 and the applicable rules and regulations.

To identify the activities in response to felt societal needs in diverse areas and to implement them with full involvement and commitment in a time bound manner. To provide financial assistance in the form of grant-in-aid assistance and corpus fund support etc. to support supplement and improve the quality of life of different segments of the Society.

As a responsible corporate entity the Company will consistently strive for opportunities to meet the expectation of its stake holders by pursuing the concept of sustainable development with focus on the social welfare activities.

A total allocation of amount as prescribed by the Companies Act 2013 and approved by the Board earmarked every year for implementation of CSR activities.

As a part of the CSR initiatives your Company has undertaken CSR activity and contributes towards Prime Minister National Relief Fund in accordance with Schedule VII of the Companies Act 2013 during the financial year 2018-2019. The report on CSR activities is attached as ANNEXURE - I forming part of this report.

AUDITORS

(i) Statutory Auditors

The Shareholders in the 30th Annual General Meeting held on 26th September 2017 had appointed `G. C. Agarwal & Associates' Chartered Accountants Delhi (FRN 017851N) as the Statutory Auditors for a term of five(5) consecutive years i.e. from the conclusion of the 30th Annual General Meeting to the conclusion of 35th Annual General Meeting to be held in the year 2022.

As per the amended provisions of Sec 139(1) of the Companies Act 2013 the requirement of ratification of the appointment of Statutory Auditors by members at every general meeting has been omitted. Accordingly the resolution is proposed for the approval of members at the ensuing Annual General Meeting to dispense with the requirement of annual ratification of appointment of `G.C. Agarwal & Associates' Chartered Accountants Delhi (FRN 017851N) for its remaining tenure as the Statutory Auditors of the Company.

Observations of the Statutory Auditors are explained wherever necessary by way of Notes to the Financial Statements.

(ii) Internal Auditors

`Marv & Associates LLP' Chartered Accountants New Delhi perform the duties of the Internal Auditors of the Company 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 the Company has appointed Mr. A.N. Kukreja Proprietor `A.N Kukreja & Co.' Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as a part of this report as ANNEXURE - II.

The Secretarial Auditors have made following observations in their Secretarial Audit Report:

1) The Company did not have Managing Director or Chief Executive Officer or Manager and in their absence a whole time director since 1.12.2016. Executive Director (Operations) of the Company has been appointed as Manager of the Company on 15.02.2019 for a period of three years in compliance with Section 203 of the Act.

Director's Comment: No comments required as the Auditors observation is self explanatory in itself.

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 (Chairman) 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. Jag Mohan Lal Suri has been appointed as the Manager designated as Executive Director (Operations) being the Key Managerial Personnel (KMP) of the Company for a period of three (3) years with effect from 15th February 2019 to 14th February 2022 in terms of provisions of Section 203 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Schedule V and other applicable provisions if any of the Companies Act 2013.

Mr. Harbans Lal (DIN: 00076405) aged 77 years and Mr. Gulshan Rai (DIN: 000527181) aged 85 years are proposed to be re-appointed as Non-Executive Independent Directors for second term of five to the effect that they are not disqualified under sub-section (2) of Section 164 of the Companies Act 2013 and are not debarred from holding the office of director by virtue of any SEBI Order or any other such authority. In the opinion of the Board Mr. Harbans Lal and Mr. Gulshan Rai fulfill the conditions specified in the Act and the criteria of Independent Director in terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and they are independent of the management. On the recommendation of the Nomination and Remuneration Committee the Board of Directors recommends to the Shareholders that the association of Mr. Harbans Lal and Mr. Gulshan Rai would be beneficial to the Company based on their performance evaluation considering their knowledge background extensive experience and contributions made by them during their tenure and it is desirable to re-appoint them as Non-Executive Independent Directors of the Company for second term of five consecutive years.

It is proposed to continue the Directorship of Mrs. Asha Mehra (DIN: 02658967) Non-Executive Independent Director of the Company in terms of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended. She is 79 years old and associated with the Company since 2015. She is highly experienced in Corporate Taxation and has successfully contributed towards the growth of the Company. The Company has received a declaration to the effect that she is not disqualified under sub-section (2) of Section 164 of the Companies Act 2013 and is not debarred from holding the office of director by virtue of any SEBI Order or any other such authority. On the recommendation of the Nomination and Remuneration Committee the Board recommends to the Shareholders that the association of Mrs. Asha Mehra would be beneficial to the Company considering her knowledge background extensive experience and contributions made by her during her tenure and it is desirable to continue her Directorship as Non-Executive Independent Director of the Company.

Mr. Anil Kumar Mittal has resigned from the position of the Company Secretary with effect from 15th February 2019.

Mr.Rachit Tandon (M. No. A-30169) has been appointed as the Company Secretary and Compliance Officer being the Key Managerial Personnel of the Company w.e.f. 15th February 2019 as per the provisions of Section 203 of the Companies Act 2013 and Rule 8 of the Companies (Appointment and Remuneration) Rules 2014.

(b) Declaration from Independent Directors

Mr. Harbans Lal Mr. Gulshan Rai and Mrs. Asha Mehra are Non-Executive Independent Directors on the Board of the Company. The Company has received declarations from all the Independent Director(s) confirmingthat 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.

(c) Nomination and Remuneration Policy

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has approved a 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

 Approval of the Shareholders by way of Special Resolution is required in following cases:

 To appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years.

 To appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years.

 To re-appoint Independent Directors for second terms of five consecutive years.

 Payment of fees or compensation to executive directors who are promoters or members of the promoter group exceeding particular limits specified in the policy.

 The annual remuneration payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors.

The Company has received a declaration years.

 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 Board of Directors within the overall ceiling laid down under the Companies Act 2013.

Following changes have been made in the Nomination and Remuneration Policy of the Company as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended:

1) The Nomination and Remuneration Committee to recommend to the Board all remuneration in whatever form payable to the Directors Key Managerial Personnel and Senior Management.

2) Senior Management means officers / personnel of the Company who are members of the core management team excluding Board of Directors comprising all members of management one level below the chief executive officer / managing director / whole time director / manager (including chief executive officer / manager in case they are not part of the board) and shall specifically include company secretary and chief financial officer.

3) The Company shall not appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

4) The fees or compensation payable to executive directors who are promoters or members of the promoter group shall be subject to the approval of the shareholders by special resolution in general meeting if-

(i) the annual remuneration payable to such executive director exceeds rupees 5 crore or 2.5 per cent of the net profits of the company whichever is higher; or

(ii) where there is more than one such director the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the company:

Provided that the approval of the shareholders under this provision shall be valid only till the expiry of the term of such director.

5) The approval of shareholders by special resolution shall be obtained every year in which the annual remuneration payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors giving details of the remuneration thereof.

The complete Nomination and Remuneration Policy of the Company is available on the website of the Company having following weblink http://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/index.html

(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 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.

(f) Remuneration of the Directors / Key Managerial Personnel (KMP) and Particulars of Employees

The provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable as there are no such employee who were drawing / in receipt of remuneration of prescribed amount during the period under review.

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 Personnel (KMP) 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

(ii) 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.NameCategoryRatio/ Times per Median of employee remuneration% Increase in remuneration
1.Mr. Lalit BhasinDirector (Non-Executive)N.AN.A
2.Mr. Anil GoyalDirector (Non-Executive)N.AN.A
3.Mr. Harbans LalDirector (Non-Executive)N.AN.A
4.Mr. Gulshan RaiDirector (Non-Executive)N.AN.A
5.Mrs. Asha MehraDirector (Non-Executive)N.AN.A
6.Mr. Mahesh Kumar GuptaChief Financial OfficerN.A.Nil
7.Mr. Anil Kumar Mittal*Company SecretaryN.A.Nil
8.Mr. Rachit Tandon**Company SecretaryN.A.Nil
9.Mr. Jag Mohan Lal Suri***ManagerN.A.Nil

(*) Resigned w.e.f 15th February 2019.

(**) Appointed as Company Secretary w.e.f. 15th February 2019

(***) Appointed as Manager w.e.f. 15th February 2019

The Non-Executive Directors are paid only sitting fees for attending meeting of the Board of Directors and the Committees constituted by the Board.

(iii) There is no increase in the median remuneration of employees in current financial year as compared to previous financial year.

(iv) There are six permanent employees on the rolls of the Company as on 31st March 2019.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year as compared to the percentile increase in the managerial remuneration: Nil

(vi) The key parameters for any variable component of remuneration availed by the directors: Not Applicable

(vii) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.

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).

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of Section 92 in Form MGT-9 is enclosed as a part of this report as ANNEXURE - III.

The Annual Return (Form MGT-7) filed by the Company for FY 2017-18 with the Registrar of Companies is available on the website of the Company having following web link http://www.hbstockholdings.com/Investor%20Information/Annual%20Returns/indexx.html

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.

For and on behalf of the Board
Sd/-
LALIT BHASIN
Place : Gurugram(Chairman)
Date : 30th May 2019DIN: 00002114

   


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