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Hindustan Housing Company Ltd.

BSE: 509650 Sector: Others
NSE: N.A. ISIN Code: INE083O01019
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Hindustan Housing Company Ltd. (HINDHOUSINGCO) - Director Report

Company director report

Your Directors present the Eighty-First Annual Report and Audited Financial Statementsof the Company for the Financial Year ended on 31st March 2017.

1. Financial Results :
F. Y. F. Y
2016-2017 2015-2016
Profit for the year before tax 17462816 7962685
Less : Provision for Taxation 2851227 2307114
Profit after Tax 14611589 5655571
Add/(Less) :
Tax in respect of earlier years (Net) (256698) (35768)
Balance brought forward from previous year 1676754 16056951
Balance available for appropriation 16031645 21676754
Less : Appropriations:
Proposed Dividend
Tax on Proposed Dividend
Transfer to General Reserve (7000000) (20000000)
Depreciation pursuant to enactment
of Schedule II of the Companies Act 2013

Balance carried to Balance Sheet

9031645 1676754

2. Dividend:

The Board of Directors of the Company do not recommend any dividend on Equity Shares ofthe Company for the Financial Year ended on 31st March 2017.

3. Transfer to Reserves:

The Company has transferred Rs. 70.00 Lacs to the General Reserve during the year.

4. Operations of the Company:

The Company is engaged in the business of providing administrative and allied servicesto Bajaj Group Entities only.

There was no change in the nature of business of the Company during the year.

5. Share Capital:

The paid up Equity Share Capital of the Company was Rs. 608645/- as on 31stMarch 2017. There was no public issue rights issue bonus issue or preferential issueetc. during the year. The Company has not issued any shares with differential votingrights sweat equity shares nor has it granted any stock options during the year.

6. Extract of Annual Return:

An extract of the Annual Return as provided under sub-section (3) of Section 92 of theCompanies Act 2013 in the prescribed Form MGT- 9 is annexed to this Report as AnnexureA.

7. Number of Meetings of the Board:

During the year 4 (Four) meetings of the Board of the Directors of the Company wereconvened and held.

8. Director's Responsibility Statement:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the Board of Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made therefrom;

(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 for the financial year ended as at 31stMarch 2017 and of the profit of the Company for the said period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 are adequate and operating effectively.

9. Declaration of Independence:

The Independent Directors of the Company have submitted their Declaration ofIndependence as required under the provisions of Section 149(7) of the Companies Act2013 stating that they meet the criteria of independence as provided in Section 149 (6).

10. Remuneration Policy:

The Board on the recommendation of the Nomination and Remuneration Committee had frameda Remuneration Policy which includes (a) criteria for determining the qualificationspositive attributes and independence of a director and (b) matters relating to theremuneration for directors key managerial personnel and other employees. The detailedRemuneration Policy is placed on the Company's website www.hhclbajaj.com.

11. Particulars of Loans Guarantees and Investments:

The Company has not given any loans/guarantees to any other entities during thefinancial year. Information regarding Investments covered under the provisions of Section186 of the Companies Act 2013 is mentioned in detail in the financial statements annexedto this Report.

12. Related Party Transactions:

There were no related party transactions entered into by the Company during thefinancial year which attracted the provisions of Section 188 of the Companies Act 2013 asall related party transactions that were entered into by the Company during the year wereon an arm's length basis and were in the

ordinary course of the Company's business. Hence there are no transactions which arerequired to be disclosed in Form AOC-2.

13. Material Changes and Commitments:

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.

14. Conservation of Energy Technology Absorption & Foreign Exchange Earnings &Outgo:

The Company being a Service Company and not having carried out any manufacturingactivities during the year under review the Directors have nothing to report on'Conservation of Energy' 'Research & Development' and 'Technology Absorption' asrequired to be given under Rule 8 of the Companies ( Accounts ) Rules 2014.

Further there were no foreign exchange earnings and/or outgo during the year underreview.

15. Deposits:

The Company has not invited accepted or renewed any deposits within the meaning of theprovisions of Sections 2(31) and 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 during the year under review.

16. Significant and Material Orders passed by the Regulators or Courts:

There were no significant and material orders passed by the Regulators and Courts orTribunals during the year under review which would impact the going concern status of theCompany and its future operations.

17. Risk Management Policy:

The Board has laid down procedures for assessing the risk and procedure to be followedfor risk minimization including identification therein of elements of risk which maythreaten the existence of the Company. These are periodically reviewed to ensure thatManagement identifies and controls risk through a properly defined framework.

18. Corporate Social Responsibility:

The Company has not crossed the threshold limits as specified in Section 135 of theCompanies Act 2013. Hence the provisions of Section 135 of the Companies Act 2013relating to CSR initiatives which need to be undertaken by a Company are not applicable tothis Company.

19. Performance Evaluation of the Board:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance and that of its Committees andindividual directors. The manner in which such formal annual evaluation was made by theBoard is given below:

• Performance Evaluation Criteria for Board Committees of the Board and Directorswere approved by the Board at its meeting held on 27th March 2015.

• Based on the said criteria Annual Rating sheets were filled by each of thedirectors with regard to evaluation of performance of the Board its Committees andDirectors (except for the director being evaluated) for the year under review.

• A consolidated summary of the Ratings given by each of the directors was thenprepared based on which a Report of performance evaluation was prepared by the Chairmanof the Nomination & Remuneration Committee in respect of the performance of the Boardits Committees and Directors during the year under review.

• The Report of performance evaluation so arrived at was then noted and discussedby the Nomination & Remuneration Committee and Board at their meetings held on 29thMay 2017.

• As per the report of performance evaluation the Board shall determine interalia whether to continue the term of appointment of the director. During the year underreview there was no occasion to review on the continuance of the term of appointment ofany of the directors and hence the question of taking a decision on their re-appointmentdid not arise.

20. Adequacy of Internal Financial Controls:

Internal financial controls with reference to the financial statements were adequateand operating effectively.

21. Directors and Key Managerial Personnel:

Shri Sanjivnayan Bajaj (DIN : 00014615) Director of the Company retires by rotationand being eligible offers himself for reappointment. The Board recommends hisreappointment.

22. Board of Directors:

As per the provisions of Section 149 of the Companies Act 2013 read with the Rulesmade thereunder the Company is required to have at least one third of the total number ofdirectors as independent directors and at least one woman director on its Board.

As on 31st March 2017 the Board of Directors of the Company consisted offour directors of whom two were non-executive independent and two were non-executive andnon-independent (including one woman director) as per details given in the Table below.The Board has no institutional nominee directors. The Company has a non-executiveChairman.

Name of the Director Category
1 Shri Vinaya Mehrotra Chairman Non-Executive & Independent
2 Shri Vinod Nevatia Non-Executive & Independent
3 Shri Sanjivnayan Bajaj Non-Executive
4 Smt. Minal Bajaj Non-Executive

23. Board Committees:

Audit Committee

Pursuant to the Section 177 of the Companies Act 2013 an Audit Committee wasconstituted by the Board at its meeting held on 5th February 2015 with thefollowing members:

1. Shri Vinaya Mehrotra (Chairman)
2. Shri Vinod Nevatia (Member)
3. Smt. Minal Bajaj (Member)

Vigil Mechanism

Pursuant to the Section 177(9) of the Companies Act 2013 a Vigil Mechanism had beenestablished by the Board at its meeting held on 5th February 2015. The policyis placed on the website of the Company www.hhclbaiaj.com.

Nomination and Remuneration Committee

Pursuant to the Section 178 of the Companies Act 2013 a Nomination and RemunerationCommittee was constituted by the Board at its meeting held on 5th February 2015 with thefollowing members:

1. Shri Vinod Nevatia (Chairman)
2. Shri Vinaya Mehrotra (Member)
3. Smt. Minal Bajaj (Member)

24. Presentation of Financial Results:

The financial results of the Company for the financial year ended on 31stMarch 2017 have been disclosed as per Schedule III to the Companies Act 2013.

25. Statutory Disclosures:

Disclosure of Particulars as required to be given under Section 197 of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 are as follows:

(a) The Company does not pay any remuneration to its Directors except payment ofsitting fees for attending meetings of the Board of Directors and its Committees as amember thereof.

(b) The Company does not pay any remuneration to its CFO as he has been taken ondeputation from a Group Company.

(c) The Company did not have any employee whose particulars are required to be given byit under Rule 5(2) and 5(3) of the aforesaid Rules.

(d) Particulars of other employees of the Company as required to be given under Rule5(1) of the aforesaid Rules shall be made available to any shareholder on a specificrequest made by him in writing.

A Cash Flow Statement of the Company for the Financial Year 2016-2017 is attached tothe Balance Sheet.

The Company does not have any subsidiaries associates or joint venture companies.

Pursuant to the provisions of Regulation 34 and Schedule V of the SEBI (ListingObligations and Disclosure Requirements) 2015 a Report on Management Discussion andAnalysis is annexed to this Report as Annexure B.

26. Corporate Governance:

As per Regulation 15 under Chapter IV of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 provisions relating to Corporate Governance as specifiedin Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 andParas C D and E of Schedule V do not apply to the Company as the paid up equity sharecapital of the Company did not exceed Rs.10 crores and the Net Worth of the Company as on31/03/2017 did not exceed Rs.25 crores.

27. Prevention Prohibition and Redressal of Sexual Harassment of Women at Workplace:

Pursuant to the legislation "Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace Act 2013" introduced by the Government of Indiawhich came into effect from 9th December 2013 the Company has framed a Policyon Prevention of Sexual Harassment at Workplace. There was no case reported during theyear under review under the said policy.

28. Auditors:

(a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethereunder the current Statutory Auditors of the Company M/s K.K. Mankeshwar & Co.Chartered Accountants (Firm Registration No. 106009W) were appointed by the shareholdersat the 80th Annual General Meeting to hold office for a second term of 5consecutive years until the conclusion of the 85th Annual General Meetingsubject to ratification by shareholders at each Annual General Meeting.

The members are requested to ratify the appointment of M/s K.K. Mankeshwar & Co.Chartered Accountants (Firm Registration No. 106009W) as Statutory Auditors of the Companyand to fix their remuneration for the financial year 2017-2018.

The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by the Statutory Auditor.

(b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company had appointed Shri Devendra Kumar Meena Practicing CompanySecretary (FCS No. 6102 CP No. 5976) to undertake the Secretarial Audit of the Companyfor the Financial Year 2016-2017. The Secretarial Audit Report for the year under reviewdoes not contain any qualification reservation or adverse remark or disclaimer made bythe Secretarial Auditor.

The Secretarial Audit Report in Form MR-3 for the FY 2016-2017 is annexed to thisReport as Annexure C.

For and on behalf of the Board of Directors The Hindustan Housing Company Ltd.

(Vinaya Mehrotra)

Chairman (DIN: 00038732)

Mumbai : 29th May 2017