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Housing Development & Infrastructure Ltd.

BSE: 532873 Sector: Infrastructure
NSE: HDIL ISIN Code: INE191I01012
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OPEN 58.50
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VOLUME 1710487
52-Week high 101.85
52-Week low 45.10
P/E 17.25
Mkt Cap.(Rs cr) 2,448
Buy Price 56.40
Buy Qty 2521.00
Sell Price 56.45
Sell Qty 3017.00
OPEN 58.50
CLOSE 58.45
VOLUME 1710487
52-Week high 101.85
52-Week low 45.10
P/E 17.25
Mkt Cap.(Rs cr) 2,448
Buy Price 56.40
Buy Qty 2521.00
Sell Price 56.45
Sell Qty 3017.00

Housing Development & Infrastructure Ltd. (HDIL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 20th Annual Report of theCompany together with the "Management Discussion and Analysis Report""Corporate Governance Report" and "Audited Financial Statements" forthe Financial Year ("F.Y.") ended March 312016.

financial performance

Your Company's performance during the F.Y. ended March 312016 as compared to theprevious F.Y. is summarised below:

Particulars

Standalone

Consolidated

2015-16 2014-15 2015-16 2014-15
Gross sales and other receipts 119109.46 109093.36 119247.09 108312.21
Profit before finance cost depreciation amortisation and taxation 66122.14 70118.58 80814.81 86656.27
Finance Cost 36720.43 38694.07 51228.25 55344.49
Depreciation and Amortization 547.60 671.26 575.59 1531.95
Operational profit before tax 28854.11 30753.25 29010.97 29779.83
Less: Tax Expenses 2357.86 8119.90 2407.37 7916.25
Less: Minority Interest N.A. N.A. (9.86) (1.55)
Profit for the year 26496.25 22633.35 26613.46 21865.13
Balance brought forward 76.72 3791.77 (36449.74) (34329.08)
Add: Other adjustments 7717.59 351.60 7693.54 2714.21
Profit available for appropriation 34290.56 26776.72 (2142.74) (9749.74)
Less: Transferred to Debentures Redemption Reserve 5424.09 26700.00 5424.09 26700.00
Closing Balance 28866.47 76.72 (7566.83) (36449.74)
Net Worth 1099719.81 1065505.97 1114775.12 1080468.12

state of company's affairs and performance review

• The Turnover of the Company increased by 9.18 % and stood at Rs119109.46 lacs as against Rs 109093.36 lacs in the previous year.

• The Company's Profit from operations for the year ended March 31 2016decreased by 6.18 % to Rs 28854.11 lacs as against Rs 30753.25 lacs in the previousyear.

• The Net Profit for the year has increased by 17.07 % to Rs 26496.25 lacs asagainst Rs 22633.35 lacs in previous year.

• During the F.Y. Company's Debt including Non-Convertible Debentures ("NCD")has been repaid aggregating to Rs 62225.23 lacs and Debt Service Ratio is 0.92.

management discussion and analysis

A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management Discussion and Analysis Report which forms partof this Report.

subsidiary companies

As at March 31 2016 your Company has following subsidiaries:

Sr. No. Name of Subsidiary
1 Blue Star Realtors Private Limited
2 BKC Developers Private Limited
3 Excel Arcade Private Limited
4 Guruashish Construction Private Limited
5 HC Infracity Private Limited
6 Lashkaria Construction Private Limited
7 Mazda Estates Private Limited
8 Privilege Power and Infrastructure Private Limited
9 Ravijyot Finance and Leasing Private Limited

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 ("theAct") read with relevant rules of Companies (Accounts) Rules 2014 the Companyhas prepared its consolidated financial statement including all of its subsidiaries whichis forming part of this report. A statement containing salient features of financialstatements of subsidiary companies in Form AOC 1 is included in the Annual Report at PageNo. 94.

Pursuant to provisions of Section 136 of the Act the separate audited financialstatements in respect of each of the subsidiary companies shall be kept open forinspection at the Registered Office of the Company on all working days between 10:00 a.m.to 12:00 noon for a period of 21 days before the date of the Annual General Meeting("AGM"). Your Company will also make available these documents upon awritten request by any Member of the Company interested in obtaining the same. Theseparate audited financial statements in respect of each of the subsidiary companies isalso available on the website of your Company at www.hdil.in.

dividend

In view of the current market and industry scenario your Board has been activelypursuing paring of its debt and optimising its land banks your Directors have notrecommended payment of any Dividend for the F.Y. ended March 312016.

debentures

During the F.Y. your Company has not issued any Debentures. However out of the totalNCD issued in the earlier years by the Company during the F.Y. there has been repaymentof NCD aggregating to Rs 43651.78 lacs.

share capital

The paid-up equity share capital of the Company as at March 31 2016 was Rs 41900.40lacs. During the F.Y. there was no change in the issued subscribed and paid up sharecapital of the Company.

The equity shares of your Company continue to be listed on BSE Limited and NationalStock Exchange of India Limited.

reserves

As per requirements of the provisions of Section 71 of the Act read with the Companies(Share Capital and Debentures) Rules 2014 your Company has transferred Rs 5424.09 lacsto Debenture Redemption Reserve.

fixed deposits

Your Company did not hold any public deposits at the beginning of the year nor it hasaccepted any deposits from the public during the F.Y. within the meaning of Section 73 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014.

extract of annual return

An extract of the Annual Return of the Company as prescribed under Section 92(3) ofthe Act and Companies (Management and Administration) Rules 2014 framed thereunder isannexed as Annexure 'A'.

directors

Due to sad demise after brief illness Mr. Shyam Sunder Dawra ceased to be aNon-Executive Independent Director of the Company with effect from February 10 2016. TheBoard of Directors ("the Board") place on record its appreciation for thesignificant contribution made by him during his tenure as a Director of the Company.

On submission of declaration made by Mr. Ashok Kumar Gupta under Section 149(7) of theAct and in accordance with the provisions of the Act and on the basis of recommendation ofNomination and Remuneration Committee the Board at its Meeting held on May 28 2016 hadappointed Mr. Ashok Kumar Gupta as a Non-Executive Independent Director of the Company.

Your Company has received notice in writing pursuant to Section 160 of the Act from theMember along with deposit of Rs 100000/- signifying his intention to propose thecandidature of Mr. Ashok Kumar Gupta as Non-Executive Independent Director of the Companyat the ensuing AGM of the Company and his appointment is hereby proposed for the approvalof the Members.

The above appointment forms part of the Notice of the ensuing twentieth AGM and theResolution is recommended for your approval. Brief Profile of Mr. Ashok Kumar Gupta asrequired under the Regulation 36 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations")forms part of the Notice of the ensuing twentieth AGM.

Your Company received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed by Section 149(6) ofthe Act.

The terms and conditions of the appointments of Independent Directors have been placedon the website of the Company www.hdil.in.

Your Company has conducted the familiarization programme for all its Directors coveringthe matters as specified under Regulation 25(7) of the Listing Regulations details ofwhich has been hosted on the Company's website at http://www.hdil.in/pdf/policies/familiarisation-programme-for-independent-directors.pdf.

directors' responsibility statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) read with Section 134(5) of the Act:

a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

corporate governance

Your Company has its Corporate Governance philosophy on transparency accountabilityvalues and ethics which forms an integral part of the Management's ongoing activitytowards achieving excellence growth and value creation. Your Company is committed tohighest standards of Corporate Governance and disclosure practices to ensure that itsaffairs are managed in the best interest of all stakeholders.

A report on Corporate Governance together with a certificate received from M/s. Thar& Co. Chartered Accountants Statutory Auditors of the Company confirming thecompliance with the provisions of Corporate Governance as stipulated in ListingRegulations is given separately which forms part of this Report. (Refer Page No. 32).

number of meetings of the board

The Board met on various occasions to discuss and decide various affairs operations ofthe Company and to supervise and control the activities of the Company. The schedule ofthe Board / Committee Meetings to be held in the forthcoming F.Y. will be circulated tothe Directors in advance to enable them to plan their schedule for their effectiveparticipation in the Meetings.

During the F.Y. the Board met four (4) times viz. on May 15 2015 August 10 2015November 7 2015 and February 13 2016.

Detailed information on the Meetings of the Board is included in the report onCorporate Governance which forms part of this Annual Report. (Refer Page No. 32).

committees of the board

Your Company has following committees of the Board as a part of good corporategovernance practices and which are in compliance with the requirements of the relevantprovisions of applicable laws and statutes:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Risk Management Committee;

• Corporate Social Responsibility Committee("CSR Committee");

• Finance Committee and

• Project Committee

The details with respect to the compositions terms of reference including powersroles etc. of relevant committees are given in detail in the 'Report on CorporateGovernance' of the Company which forms part of this Annual Report.

audit committee

The Audit Committee comprises of the following Directors:

Mrs. Sandhya Baliga - Chairperson
Mr. Ashok Kumar Gupta - Member
Mr. Lalit Mohan Mehta - Member
*Mr. Shyam Sunder Dawra - Member
Mr. Raj Kumar Aggarwal - Member

*Due to sad demise Mr. Shyam Sunder Dawra ceased to be the Member of the Committeew.e.f. February 10 2016.

All the recommendations made by the Audit Committee were accepted by the Board.

statutory auditors

M/s. Thar & Co. Chartered Accountants (Firm Registration No. 110958W) StatutoryAuditors of your Company who retire at the ensuing AGM of the Company are eligible forappointment.

The Company has received a letter from M/s. Thar & Co. Chartered Accountants tothe effect that their appointment if made would be in accordance with the provisions ofSection 139 of the Act and that they are not disqualified for such appointment within themeaning of Section 141 of the Act. As required under Listing Regulations the Auditorshave also confirmed that they hold a valid certificate issued by the Peer Review Board ofthe Institute of Chartered Accountants of India.

explanation on auditors' report

As regards the observation by the Auditor in the Auditor's Report regarding delay inpayment of Statutory dues subsequently the Company has paid TDS of Rs 10 lacs and arrearsof interest on Service Tax and VAT will be cleared upon completion of assessment of therespective years.

In respect of Income Tax demands your Directors' would like to state that the Companyhas filed appeal against the demand raised by the Assessing officer and the same ispending for disposal at

various stages. Your Company is confident based on the advice of Advisors that theoutcome of the appeals will be decided in favor of the Company.

There are no qualifications reservations adverse remarks or disclaimers made byStatutory Auditors in their Report dated May 28 2016 on the financial statements of theCompany for F.Y. 2015-16.

secretarial audit report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. SG &Associates Company Secretaries (C.P No. 5722) to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed herewith as Annexure 'B'.

There are no qualifications reservations adverse remarks or disclaimers made bySecretarial Auditors in their Report dated May 21 2016 on the Secretarial and otherrelated records of the Company for the F.Y. 2015-16.

cost auditors

In pursuance of Section 148 of the Act read with the Companies (Cost Records andAudit) Rules 2014 as amended from time to time the Board on recommendation of AuditCommittee has appointed M/s. Ketki D. Visariya & Co. Cost Accountants (FirmRegistration No. 00362) as the Cost Auditors to conduct the Cost Audit for the F.Y.2016-17 at a remuneration of Rs 100000/- and reimbursement of out of pocket expensesplus service tax as applicable.

As required under the Act ratification by the Members pertaining to the remunerationpayable to the Cost Auditors forms part of the Notice of the ensuing AGM and therespective Resolution is recommended for your consideration.

internal financial control

Your Company has in place adequate internal financial controls with reference tofinancial statements and to ensure that all assets are safeguarded and protected againstloss from unauthorized use or disposition. During the year such controls were tested andno reportable material weaknesses in the design or operation were observed.

particulars of loans guarantees or investment by the company

Pursuant to Section 186 of the Act particulars of the loans given investment madeguarantees given and securities provided alongwith the purpose for which the loan orguarantee or security is proposed to be utilised by such recipient are provided underrespective notes in financial statements.

related party transactions

All transactions entered with Related Parties during the F.Y. were on arm's lengthbasis and in the ordinary course of business and that the provisions of Section 188 of theAct are not attracted and hence the disclosure in form AOC-2 is not required.

During F.Y. there are no material related party transactions with Promoters Directorsor Key Managerial Personnel ("KMP"). The Company has in place a policy onMateriality of and Dealing with Related Party Transactions for the purpose ofidentification and monitoring of such transactions. Suitable disclosures as required underAS-18 have been made in Note 30 of the Notes to the financial statements.

Pursuant to Regulation 23 of the Listing Regulations the Company has in place a Policyon dealing with Related Party Transactions which has been hosted on Company's website athttp://www.hdil.in/pdf/policies/policv-on-materialitv-of-and-dealing-with-related-party-transactions.pdf.

Policy for determining 'Material' Subsidiaries

As required under Regulation 16(1)(c) of the Listing Regulations the Company has inplace a Policy for Determining 'Material' Subsidiaries which has been hosted on Company'swebsite at http://www.hdil.in/pdf/policies/policy-for-determining-material- subsidiary.pdf

risk management

Pursuant to Regulation 21 of Listing Regulations your Company has in place a RiskManagement Committee which identifies evaluates manages and monitors the risks that canimpact the Company's ability to achieve its strategic and financial objectives andmonitors risk tolerance limits reviews and analyzes risk exposure related to specificissues and provides oversight of risk across the organization.

The Board has in place a Risk Management Policy to identify and assess the key riskarea monitor and report compliance and effectiveness of the policy and procedure.

vigil mechanism

Your Company has a Vigil Mechanism for their Directors and employees to report theirgenuine concerns or grievances and in order to report such concerns or grievances theCompany has formal Whistle Blower Policy in place.

Your Company assures cognizance of complaints made and suggestions given by theemployees. Even anonymous complaints will be looked into and whenever necessary suitablecorrective steps will be taken.

The Whistle Blower Policy provides for adequate safeguards against victimization ofpersons who use such mechanism and also provides direct access to the Chairperson of theAudit Committee. The Whistle Blower Policy have been put up on the Company's Website atwww.hdil.in.

nomination and remuneration policy

The Board has in place a policy which lays down criteria for selection and appointmentof Board Members. The policy also lays down a framework in relation to remuneration ofDirectors KMP and Senior Management of the Company. The Policy also includes the criteriafor determining qualifications positive attributes and independence of Directors.

The detailed policy is annexed to the Report on Corporate Governance which forms partof this Annual Report.

evaluation of the board its committee and individual directors

Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual evaluation of its performance of the Directors individually as well as theevaluation of the working of its Committees. The manner in which the evaluation wascarried out was explained in the Report on Corporate Governance which forms part of thisAnnual Report.

particulars of employees

Your Company recognizes its employees as its most valuable asset and it has built anopen transparent and meritocratic culture to nurture this asset.

Your Company has embarked on the journey of creating a High Performance Culture and haslaid the foundation towards this.

Your Directors place on record their appreciation for the contributions made by theemployees of the Company at all levels. Relations between employees and the Managementcontinued to be cordial during the year.

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report. In terms of Section 136 of the Act thesame is open for inspection at the Registered Office of your Company on all working daysbetween 10:00 a.m. to 12:00 noon upto the date of the Meeting. Copies of this statementmay be obtained by the Members by writing to the Company Secretary of your Company.

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are formingpart of this report as Annexure 'C'.

report under the prevention of sexual harassment of women at workplace (preventionprohibition and

REDRESSAL) act 2013

Your Company is committed to providing and promoting a safe and healthy workenvironment for all its employees.

Your Company has in place a policy on 'Prevention of Sexual Harassment' ("POSH")in line with the provisions of the Prevention of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules framed thereunder forprevention and redressal of complaints pertaining to sexual harassment at workplace alongwith a structured reporting and redressal mechanism. The POSH Policy is displayed on theCompany's intra-net 'HDIL World'.

During F.Y. 2015-16 your Company has not received any complaint on sexual harassment.

investors' relation and grievances

Investors' relations have been cordial during the year. As a part of compliance theCompany has in place Stakeholders Relationship Committee to deal with the issues relatingto investors. There were no investors' grievances pending as on March 31 2016. Aconfirmation to this effect has been received from the Company's Registrar and ShareTransfer Agent ("R&T").

corporate social responsibility activities

Your Company has in place a CSR Committee which is in compliance to the provisions ofSection 135 of the Act read with Companies (Corporate Social Responsibility Policy)Rules 2014 which comprises of the following Directors:

1) *Mr. Rakesh Kumar Wadhawan - Chairman
2) Mr. Sarang Wadhawan - Member
3) Mr. Lalit Mohan Mehta - Member
4) *Mr. Shyam Sunder Dawra - Member

*Due to sad demise Mr. Shyam Sunder Dawra ceased to be a Member of the Committeew.e.f. February 10 2016 pursuant to which the Board of Directors of the Company at itsMeeting held on February 13 2016 appointed Mr. Rakesh Kumar Wadhawan as the Chairman ofthe CSR Committee.

Your Company has also in place a Corporate Social Responsibility ("CSR")Policy which is available on the website of the Company at www.hdil.in.

The average Net Profit of the Company for last three F.Y. is Rs 21883.65 Lacs andaccordingly the Company requires to spend Rs 437.67 Lacs on CSR activities.

The Company has setup a trust in the name of 'HDIL Foundation' with the objectives ofstarting and maintain educational institutions open boarding houses and hostels forstudents libraries donations for working of educational institutions and charitablepurpose to establish hospitals research laboratories and medical centres generalwelfare and upliftment of poor and needy people digging wells and providing drinkingwater to organize seminars / meetings / camps for awakening of general masses to giverelief in the stress of famine / fire / tempest / cyclone / earthquake or other naturalcalamity.

The Company however has been initiated certain obligations through undertaking of SRAproject where social and economically backward people have been beneficial of theseprojects in the following ways:

i. transportation facilities to the school going children of slum dwellers;

ii. providing additional safety measure to enhance security of labour at constructionsites and

iii. free medical camps for the labourers and their families.

Further your Company is irregular in paying of its statutory dues and financialcommitments to the Banks and Financial Institutions hence the Board is of the view thatCSR activities needs to be undertaken only after the Company has regularised in meetingall its obligations.

conservation of energy research and development technological absorption foreignexchange earnings and outgo

Information as required under Section 134(3)(m) of the Act read with the Companies(Accounts) Rules 2014 for the year ended March 31 2016 is as under:

conservation of energy

Your company is conscious about its responsibility to conserve energy power and otherenergy sources wherever possible. We emphasis towards a safe and clean environment andcontinue to adhere to regulatory requirements and guidelines. The construction team underthe guidance of expert engineers of the Company continuously strives and devises variousmeans to conserve energy and identify methods for optimum use of energy.

Initiatives are taken for energy efficiency systems for Buildings in various phaseslike design building and occupation by considering various options and appropriatemeasures for energy conservation which are stated as following:

• A Building Management System (BMS) or a (more recent terminology) BuildingAutomation System (BAS);

• Energy Efficiency System;

• Insulation;

• Multipane Windows Window Treatment and Storm Doors UPVC Doors / Windows etc.;

• Zoning System and

• Passive solar Design.

research and development

The Company has undertaken Research and Development ("R&D")activity in development of technology in the area of construction.

In today's competitive market where it is obvious need to construct with optimum costreduced schedule while maintaining highest standard of quality our Company is activelyinvolved in R&D activities. Some of them are:

Optimization of Space:

Mechanical Car Parking

• DOKA formwork;

• ULMA formwork;

• MIVAN formwork;

• Installation of safety apparatus for emergency evacuation purpose in an unlikelyevent of hazard;

• Study Analysis and use of various shuttering patterns for economy conservationof time and better quality of work;

• Substitution of Diaphragm wall with sheet piling as shoring options;

• Study Analysis and use of composite structure in place of conventionalstructure;

• Optimization of resources and their recycling for further use;

• Use of environment friendly materials and developing green building concept and

• Analysis and study of trade off among various services for optimization.

Emphasis is given on time cost and quality and setting an efficient trade-off amongthese three variables of Project management in R&D efforts.

Ingstrom Fire Escape Chutes

Initiatives for Sustainable Building Energy Conservation

green paints for green building:

Introduction:

Paints can have a major impact on the overall aesthetics of a space; sometimes morethan even flooring and furnishing because of the enormous square footage of the coverage.

According to the US Environmental Protection Agency (USEPA) 9% of the airbornepollutants creating ground level ozone come from the VOC's (Volatile Organic Compound) inthe Paint. VOC refers to a class of chemicals which evaporates easily at room temperature.When these VOCs off-gas they may cause a variety of health problems like nauseadizziness irritation of eyes and respiratory tract and more serious illness like heartlung or kidney damage and cancer.

Low and Zero VOC paints have little or no smog-forming emission. Use of high VOCcontent materials can cause illness and may decrease occupant productivity. These problemsresult in increased expenses and liability for building owners operators and insurancecompanies.

Benefits:

Using the Low VOC or Zero VOC paint we can eliminate the detrimental effect of groundlevel ozone on human health agricultural crops forests and ecosystem. Healthy occupantsare more productive and have less illness- related absenteeism.

led lights

introduction;

LEDs are light emitting diodes are a technology that allows for extremely energyefficient and extremely long-lasting light bulbs. An LED light bulb can reduce energyconsumption by 80-90% and last around 100000 hours. They even light up faster thanregular bulbs (which could save your life if there are LEDs in the brake lights of yourcar).

Ecologically Friendly;

LED lights are free of toxic chemicals. Most conventional fluorescent lighting bulbscontain a multitude of materials like e.g. mercury that are dangerous for the environment.

LED lights contain no toxic materials and are 100% recyclable and will help you toreduce your carbon footprint by up to a third. The long operational life time spanmentioned above means also that one LED light bulb can save material and production of 25incandescent light bulbs. A big step towards a greener future.

Zero UV Emissions:

LED illumination produces little infrared light and close to no UV emissions.

Because of this LED lighting is highly suitable not only for goods and materials thatare sensitive to heat due to the benefit of little radiated heat emission but also forillumination of UV sensitive objects or materials such as in museums art galleriesarcheological sites etc.

Security Systems;

The Company has following Security Systems at its office and site:

• Fire Alarm System and

• Water Curtain System

technological absorption

Your Company has not imported any technology. However we believe and use informationtechnology extensively in all spheres of our activities to improve efficiency levels.

foreign exchange earnings and outgo

Year 2015-16 2014-15
Foreign exchange earnings - -
Foreign exchange outgo 233.23 123.56

participation in the green initiative

Your Company continues to wholeheartedly participate in the Green Initiative undertakenby the Ministry of Corporate Affairs ("MCA") for correspondences byCorporates to its shareholders through electronic mode. All the shareholders who have notso far substituted / updated their e-mail id are requested to join the said program atsending e-mail of their preferred e-mail addresses to the R&T at raieev.kr@karvv.comor to the Company on info@hdil.in.

regulatory action

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and future operations of the Company.

information of material changes and commitments

There are no material changes or commitments affecting the financial position of theCompany which have occurred after March 312016 and prior to May 28 2016 being the dateof this report.

cautionary statement

Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations including rawmaterial availability and its price pricing in the Company's principle markets changesin Government regulations Tax regimes and economic developments within India.

appreciation

Your Directors sincerely appreciate the high degree of professionalism commitment anddedication displayed by the employees of the Company and its Associates at all levels andwish to convey their appreciation to the Banks Financial Institutions GovernmentAuthorities Customers and other Stakeholders for the excellent assistance andco-operation received and wish to place on record their gratitude to the Members for theirtrust support and confidence reposed in the Company.

For and on behalf of the Board of Directors
Rakesh Kumar Wadhawan
Place: Mumbai Executive Chairman
Date: May 28 2016