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HRB Floriculture Ltd.

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HRB Floriculture Ltd. (HRBFLORICULTURE) - Director Report

Company director report

Dear Members

Your Directors take pleasure to present the 22nd Annual Report together withthe Audited Financial Statements of the Company for the financial year ended on 31stMarch 2017.

1. Financial Summary

The Company s Financial Performance for the year ended 31st March 2017 issummarized below:

(Amount in Rs.)

Particulars Financial Year 2016-17 Financial Year 2015-16
Net Profit/(Loss) for the year (before depreciation and tax) (4616640.06) (6063455.45)
Less: Depreciation/ Amortization 612271 1191048
Net Profit/(Loss) for the year (after depreciation before tax) (5228911.06) (7254503.45)
Less:
Income Tax - (152743.60)
Deferred Tax (13850) 7153
Net profit/loss for the year (after depreciation and tax) (5215061.06) (7108912.85)
Brought Forward Profit/(Loss) from last year (20099921.60) (13053648.15)
Depreciation excess claimed - 62639.40
Balance as at year end carried over to next year (25314982.66) (20099921.60)

2. Operations and Company s Affairs:

The Company is mainly engaged in the business of agricultural activities and dealing insecurities market. The financial performance of the Company has been dropped since thelast financial year. The highlights of the Company s performance are as under:

The Net Loss after Tax is Rs. 5215061.06/- as against loss of Rs. 7108912.85 in thelast financial year.

3. Dividend

In view of losses incurred during the year your Directors regret their inability torecommend any dividend for the financial year 2016-17.

4. Reserves

In view of losses your directors do not propose to transfer any amount to the reservesof the company for the financial year ended 31st March 2017.

5. Capital Structure

During the financial year 2016-17 there is no change in capital structure of theCompany and paid up share capital of the Company stands at Rs. 22763000/-(Rupees Two Crore Twenty Seven Lakhs and Sixty Three Thousand). The Company has not issuedany shares / debentures during the year.

6. Material changes and commitments

The information as required under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 relating to material changes and commitments yourdirectors confirm that there are no such material changes and commitments affecting thefinancial position of the company which have occurred between the end of the financialyear of the company to which the financial statements relate and the date of the report.

7. Directors and Key Managerial Personnel

There is no change occurred in the composition of Board of Directors of the company buta change was occurred in composition of Key Managerial personnel when Ms. Tanushree Daveresigned from the post of Company Secretary on 29.07.2016 and Mr. Karan Singh Chouhan wasappointed at her place on 12.08.2017 during the financial year 2016-17 .

Further on May 02nd 2017 Mr. Puneet Parwal has resigned from the post ofWhole Time Director & Chief Financial Officer of the Company and Mr. Vinod Upadhayahas been appointed as Additional Director and Chief Financial Officer in the Meeting ofthe Board of Directors of the Company held on 22nd May 2017 and Mr. VinodUpadhyaya is to be appointed as Non-Executive Director at the ensuing Annual GeneralMeeting and the Company has received a Notice from him in writing along with requisitedeposit under Section 160 of the Act proposing his candidature for the office ofDirector.

a) Board of Directors

The Board is in a fiduciary position empowered to oversee the management function witha view to ensure its effectiveness and enhancement of stakeholder value. The Board decideson the policies to be implemented across the Company and reviews and monitors itsstrategic direction and annual business plan and business objectives. The Board ofDirectors of the Company consists of eminent persons with considerable professionalexpertise and experience in business and sector of industry finance management andmarketing.

Composition and Category

The composition of the Board of Directors with reference to number of Executive andNon-Executive Directors meets with the requirements of Section 149 of the Companies Act2013 and Regulation 17 of the Listing Regulations.

•  Retire by Rotation

Mrs. Sunita Parwal (DIN:00228289) Director of the Company who retires by rotationat the ensuing Annual General Meeting and her period has been longest in the office sincelast appointment being eligible for re-appointment seeks re-appointment as Director ofthe Company. The Board and nomination and remuneration committee recommends herreappointment.

•  Woman Director

The Company has Mrs. Sunita Parwal (DIN:00228289) in the Board of Directors asper the requirement of Section 149 of the Companies Act 2013 read with Rule 3 of TheCompanies Appointment and Qualification of Directors) Rules 2014.

•  Independent Directors

The Company duly complies with the provisions of the Section 149 (4) of the CompaniesAct 2013 and the Listing Regulations.

•  The tenure of the Independent Directors in the Company is for 5consecutive years commencing from 1st April 2014 to 31st March2019 not liable to retire by rotation.

•  The Company has received necessary declaration from eachIndependent Director of the Company viz Mr. Vimal Jugal Kishor Chandak (DIN: 02550154)Mr. Ramesh Kumar Somani (DIN: 05297951) and Mr. Amit Sharda (DIN: 05297954) as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence laid down in Section 149 (6) of the Companies Act 2013.

Following is the composition of the Board of Directors of the Company:

Name of Directors Category *Directorship held in other Companies as on 31.03.2017 *Committee Membership/ Chairmanship held in other Companies as on 31.03.2017
Mr. Krishan Kumar Parwal DIN:00228200 Managing Director & Chief Executive Officer 2 NIL
Mr. Puneet Parwal DIN:00228249 (Resigned on 22.05.2017) Whole time Director & Chief Financial Officer 15 NIL
Mrs. Sunita Parwal DIN:00228289 Director 2 NIL
Mr. Ramesh Kumar Somani DIN:05297951 Non-Executive & Independent Director NIL NIL
Mr. Amit Sharda DIN:05297954 Non-Executive & Independent Director NIL NIL
Mr. Vimal Jugal Kishor Chandak DIN:02550154 Non-Executive & Independent Director 1 NIL
#Mr. Vinod Upadhyaya DIN: 07809571 Additional Director & Chief Financial Officer N/A N/A

#Appointed as on 22.05.2017

* Includes private and public Companies

b) No. of Board Meetings

The Board meets at least once in a quarter to review the quarterly results and otheritems on the agenda. During the financial year ended on 31st March 2017 theBoard of Directors have duly met 4 (Four) times on 30.05.2016 12.08.2016 12.11.2016 and14.02.2017. The intervening gap between any two meetings was within the time period andquorum at these meetings were in conformity with the provisions of the Companies Act 2013and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Secretarial Standards.

The attendance records of the Directors at the Board Meetings during the year ended on31st March 2017 and at the last AGM is as under:

Name of Directors Category No. of Board Meetings held No. of Board Meeting attend Attendance at last AGM
Mr. Krishan Kumar Parwal Managing Director& Chief Executive Officer 4 4 Yes
Mr. Puneet Parwal Whole time Director & Chief Financial Officer 4 4 Yes
Mrs. Sunita Parwal Director 4 4 Yes
Mr. Ramesh Kumar Somani Non-Executive & Independent Director 4 4 Yes
Mr. Amit Sharda Non-Executive & Independent Director 4 4 Yes
Mr. Vimal Jugal Kishor Chandak Non-Executive & Independent Director 4 4 Yes

c) Key Managerial Personnel

The Company duly complies with the provisions of Section 203 of the Companies Act 2013read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

Following are the Key Managerial Personnel (KMP s) in the company:

Name of Key Managerial Personnel (KMP) Category
Mr. Krishan Kumar Parwal Managing Director/CEO
Mr. Puneet Parwal (Till 02.05.2017) Chief Financial Officer
Mr. Vinod Upadhyay (From 22.05.2017) Chief Financial Officer
Ms. Tanushree Dave (Till 29.07.2016) Company Secretary
Mr. Karan Singh Chouhan (From 12.08.2016) Company Secretary

8. Committees of the Board

The Company s governance structure is based on the principles of freedom to theexecutive management within a given framework to ensure that the powers vested in theexecutive management are exercised with due care and responsibility so as to meet theexpectation of all the stakeholders. In line with these principles and the Companies Act2013 the Company has formed following three Committees of Directors which are focused onfinancial reporting audit & internal controls compliance issues appointment andremuneration of Directors and Senior Management Employees and the risk managementframework.

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

? Audit Committee

The Board has constituted a well-qualified Audit Committee. The Committee comprises of3 independent directors. Mr. Amit Sharda is the Chairman of the Committee. All the membersof the Committee possess sound knowledge on accounts audit finance internal controletc.

i. Broad terms of Reference

The terms of reference of the Audit Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013 and the Listing Regulations. It inter-alia includesthe following:

a) the recommendation for appointment remuneration and terms of appointment ofauditors of the company;

b) review and monitor the auditor s independence and performance and effectiveness ofaudit process; c) examination of the financial statement and the auditors report thereon;

d) approval or any subsequent modification of transactions of the company with relatedparties;

e) scrutiny of inter-corporate loans and investments;

f) valuation of undertakings or assets of the company wherever it is necessary;

g) evaluation of internal financial controls and risk management systems; h) Monitoringthe end use of funds raised through public offers and related matters.

ii. Composition and Meetings:

During the financial year 2016-17 four (4) Audit Committee Meetings were held i.e. onon 30.05.2016 12.08.2016 12.11.2016 and 14.02.2017 and not more than one hundred andtwenty days lapsed between two consecutive meetings of the Audit Committee. The attendanceof each committee members of Audit committee is as under:

Name of Directors Category No. of Committee Meetings held No. of Committee Meeting attend
Mr. Amit Sharda Chairman 4 4
DIN:05297954
Mr. Ramesh Kumar Somani Member 4 4
DIN:05297951
Mr. Vimal Jugal Kishor Chandak Member 4 4
DIN:02550154

iii. Acceptance of Recommendations of Audit Committee

The Board has accepted all the recommendations made by the Audit Committee during theyear under review.

•  Nomination and Remuneration Committee:

i. Terms of Reference:

The Committee is empowered to-

a) Formulate criteria for determining qualifications positive attributes andindependence of Directors and evaluating the performance of the Board of Directors;

b) Identify and assess potential individuals with respect to their expertise skillsattributes personal and professional standing for appointment and re-appointment asDirectors/Independent Directors on the Board and as Key Managerial Personnel;

c) Support Board in evaluation of performance of all the Directors & in annualself-assessment of the Board s overall performance;

d) Conduct Annual performance review of MD and CEO and senior management employees;

e) Formulate a policy relating to remuneration for the Directors Committee and alsothe senior management employees.

ii. Composition and Meetings:

The Nomination and Remuneration Committee consists of three members and all areIndependent Directors. The Committee met two (2) times on 30.05.2016 and 12.08.2016 duringthe financial year ended on 31st March 2017. The attendance of the members atthe meeting is as under:

Name of Directors Category No. of Committee Meetings held No. of Committee Meeting attend
Mr. Vimal Jugal Kishor Chandak Chairman 2 2
DIN:02550154
Mr. Ramesh Kumar Somani Member 2 2
DIN:05297951
Mr. Amit Sharda Member 2 2
DIN:05297954

•  Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is entrusted with the responsibility ofaddressing the shareholders / investors complaints with respect to transfer transmissionof shares duplicate issuance of share certificate non-receipt of Annual Reportnon-receipt of dividend etc.

This committee overlooks the performance of the Registrar and Share Transfer Agent andto recommend measures for overall improvement in the Quality of Investor services. TheCompany has always valued its customer relationships.

i. Terms of reference

The Stakeholders Relationship Committee specifically looks into various issues of theShareholders such as registration of transfer of shares issue of share certificatesredressal of shareholders complaints credit of shares into Demat Account facilitation ofbetter investor services etc. The committee has been delegated by the Board to approvetransfer / transmission of shares and to deal with all the matters related thereto.

ii. Composition and Meetings:

The Stakeholders Relationship Committee consists of three members and all areIndependent Directors. The Committee met once on 14.02.2017 during the financial yearended on 31st March 2017. The attendance of the members at the meeting is asunder:

Name of Directors Category No. of Committee Meetings held No. of Committee Meeting attend
Mr. Ramesh Kumar Somani Chairman 1 1
DIN:05297951
Mr. Vimal Jugal Kishor Member 1 1
Chandak
DIN:02550154
Mr. Amit Sharda Member 1 1
DIN:05297954

9. Formal Annual Evaluation:

i. Of the Board as a whole:

The performance of the Board was evaluated from the reviews/feedback of the directorsthemselves. The broad parameters for reviewing the performance of the Board inter aliacontained the following:

i. Development of suitable strategies and business plans at appropriate time and itseffectiveness;

ii. Implementation of robust policies and procedures;

iii. Size structure and expertise of the Board;

iv. Oversight of the Financial Reporting Process including Internal Controls;

v. Willingness to spend time and effort to learn about the Company and its business;and vi. Awareness about the latest developments in the areas such as corporate governanceframework financial reporting industry and market conditions.

ii. Of Individual Director(s):

i. Evaluation of Managing Director / Whole time Director /Executive Director:

The performance evaluation of Managing Director Executive Director of the Company wasdone by all the directors including Independent Directors.

The broad parameters for reviewing the performance were as follows:

• Achievement of financial/business targets as prescribed by the Board;

• Developing and managing/executing business plans operational plans riskmanagement and financial affairs of the organization;

Display of leadership qualities i.e. correctly anticipating business trendsopportunities and priorities affecting the Company s prosperity and operations;

• Development of policies and strategic plans aligned with the vision and missionof Company and which harmoniously balance the needs of shareholders clients employeesand other stakeholders;

• Managing relationships with the Board management team regulators bankersindustry representatives and other stakeholders.

•  The Code for Independent Directors also provides that IndependentDirectors shall review the performance of non-independent Directors which includeManaging Director / Whole time Director/ Executive Director.

•  In view of this the ID s in their meeting evaluated the performance ofNon-independent Directors and expressed their pleasure on commendable performance withfuturistic vision of the non-independent directors.

iii. Evaluation of Independent Directors

The Schedule IV of the Companies Act 2013 i.e. "Code for IndependentDirectors" provides for the evaluation of Independent Directors.

Under the view of this provision the performance evaluation of ID s was done by theentire Board of Directors excluding the director being evaluated on the basis of thefollowing criteria and including the parameters of evaluation of individual directors:

i. Exercise of objective independent judgment in the best interest of Company;

ii. Ability to contribute to and monitor corporate governance practice; and iii.Adherence to the Code of Conduct for Independent Directors.

iv. Evaluation of the Committees

The performance of the Committees of the Board was evaluated by the Directors on thebasis of the terms of reference of the Committee being evaluated. The broadparameters/criteria for reviewing the performance of all the Committees inter alia were:i. Discharge of the functions and duties as per the terms of reference; ii. Process andprocedures followed for discharging the functions; iii. Effectiveness of suggestions andrecommendations received; iv. Size structure and expertise of the Committee; and v.Conduct of the meetings and procedures followed in this regard.

10. Code of Conduct

The Board has laid down a Code of Conduct for all Board members and senior managementpersonnel of the Company which is available on the following weblink of the company i.e.http://hrb.co.in/code.html .All the Board members and the senior management personnel haveaffirmed compliance with the Code of Conduct during the year ended on 31stMarch 2017.

11. Equal opportunity to the employees

We are committed to provide a work environment that is free from discrimination andharassment for all our employees. The Company is an equal-opportunity employer and makesemployment decisions based on merit and business needs. The Company prohibits harassmentor discrimination of any kind on the grounds of race religion nationality ethnicorigin color gender age citizenship sexual orientation marital status or anydisability not affecting the functional requirements of the position held.

12. Auditors and Auditors Report

i. Statutory Auditor

At the 19th AGM held on 24th September 2014 M/s B. Khosla &Co. Chartered Accountants Jaipur were appointed as Statutory Auditors of theCompany to hold office till the conclusion of the 22nd AGM to be held in thecalendar year 2017.

In terms of the provisions of Section 139 and 142 of the Companies Act 2013 along withthe rules made there under and due to completion of the tenure of above said firm it ismandatory for the Company to appoint a new Statutory Auditor to conduct Statutory Audit ofthe Company.

In this regard the Company has received consent and eligibility letters from M/s GuptaRajiv & Associates Chartered Accountants Jaipur (FRN: 004915C) to the effect thattheir appointment if made would be within the prescribed limits under the Section 139 ofthe Companies Act 2013 and that they are not disqualified for such appointment within themeaning of Section 141 of the Act. Accordingly as per the recommendation of the AuditCommittee the Board considered the appointment of Statutory Auditor (subject to theapproval of members in this AGM) to hold office from the conclusion of 22nd AGM of theCompany to be held in the year 2017 till the conclusion of 27th AGM of the Company to beheld in the year 2022 subject to ratification of the appointment by members of theCompany at every AGM held after this AGM.

The Notes on financial statement referred to in the Auditors Report given by M/s B.Khosla & Co. Chartered Accountants Jaipur for the financial year 2016-17 areself-explanatory and do not call for any further comments. Further the observations ofthe auditors are self-explanatory and have been explained/ clarified wherever necessary inappropriate notes to Accounts. The Auditors Report does not contain any qualificationreservation or adverse remark.

ii. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 every ListedCompany is required to appoint Secretarial Auditor to carry out Secretarial Audit of theCompany.

In consonance with the requirements of Section 204 of the Companies Act 2013 and therules made thereunder the Board had appointed M/s. V.M. & Associates (FirmRegistration No. P1984RJ039200) Practicing Company Secretaries Jaipur to conductSecretarial Audit for the financial year 2016-17.

The Secretarial Audit Report for the financial year ended 31st March 2017is annexed to this report as "Annexure-1" and it carries followingqualifications:

Company has not published intimation of board meeting held on 30.05.2016 in thenewspaper(s) and extract of Financial Results for the financial year ended on 31.03.2016were not published in accordance with Regulation 47 and Regulation 33 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

In respect of above stated qualifications your Directors would like to clarify that:

Due to inadvertence the compliance of abovementioned regulations for the mentionedperiod remained pending but compliances of regulation 47 and Regulation 33 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 for remaining period was duly complied by the Company.

Though the Company timely intimated BSE Ltd. about the Board Meetings Book Closuresand result declarations and also updated the same on the website of the Company in time.

The Board of Directors have re-appointed M/s. V.M. & Associates (Firm RegistrationNo. P1984RJ039200) Practicing Company Secretaries Jaipur to conduct Secretarial Auditfor the financial year 2017-18.

iii. Internal Auditor

Pursuant to the provisions of Section 138 of Companies Act 2013 read with TheCompanies (Audit and Auditors) Rules 2014 every Listed Company is required to appoint anInternal Auditor or a firm of Internal Auditors to carry out Internal Audit of theCompany.

In consonance with the aforementioned the Board had appointed M/s. C.R. Birla &Co. (FRN: 005189C) Chartered Accountants Jaipur as the Internal Auditors of theCompany for the F.Y. 2016-17.

The Board of Directors have re-appointed M/s. C.R. Birla & Co. (FRN: 005189C)Chartered Accountants Jaipur as Internal Auditor of the Company for the financial year2017-18.

13. Contracts and arrangements with related parties

The Company being engaged in the business of agriculture has taken agricultural land onlease from the directors relatives and from one of the director herself. Further thedisclosure of particulars of contracts/arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013is in the Form No. AOC-2 annexed to this report as "Annexure 2"

14. Particulars of loans given investments made guarantees given and securitiesprovided by the Company

During the financial year under review there were no loans given neither anyinvestments were made by the Company nor any securities were provided by the Company.

15. Risk Management Policy

The Audit Committee has also been delegated the responsibility for monitoring andreviewing risk management assessment and minimization procedures developingimplementing and monitoring the risk management plan and identifying reviewing andmitigating all elements of risks which the Company may be exposed to. The Board alsoreviews the risk management assessment and minimization procedures.

The various elements of risk which the Directors think that may threaten the existenceof the Company are:

a) Financial Risk: Financial risk generally arises due to instability and lossesin the financial market caused by movements in stock prices currencies interest ratesand more.

b) Liquidity Risk: It is the risk that the Company will be unable to meet itsfinancial commitment to a Bank/Financial Institution in any location any currency at anypoint in time. The risk stemming from the lack of marketability of an investment thatcannot be bought or sold quickly enough to prevent or minimize a loss.

c) Credit Risk: The risk of loss of principal or loss of a financial rewardstemming from a borrower's failure to repay a loan or otherwise meet a contractualobligation.

d) Operational Risk: Operational risk is the risk that is not inherent infinancial systematic or market-wide risk. It is the risk remaining after determiningfinancing and systematic risk and includes risks resulting from breakdowns in internalprocedures people and systems.

16. Internal Financial Controls

The Company has an internal control system commensurate with the size scale andcomplexity of its operation and also has in place adequate internal financial controlswith reference to financial statements. The Board had appointed M/s. C.R. Birla & Co.Chartered Accountants Jaipur as the Internal Auditor of the Company for the F.Y.2016-17. To maintain its objectivity and independence auditor directly reports to theChairman of the Audit Committee of the Company.

17. Particulars of employees

a) The information in accordance with the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as "Annexure 3" to theBoard's report.

b) None of the employees of the company was in receipt of the remuneration exceedingthe limits prescribed u/s 197 (12) of the Companies Act 2013 and in terms of rule 5sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the statement showing the names of the top ten employees in terms of remunerationdrawn during the year is as follows:

Name Sunil Parwal Vinod Upadhyay a Karan Singh Chouhan Ishwar Kumar Sikandar Ravi Ajeet Yadav
Designation of the employee Account ant Office Assistant Company Secretary Sales executiv e Office Assistant Office Assistant Driver
Remuneration received 120000 66000 114000 79000 75500 91000 108500
Nature of employment whether contractual or otherwise On roll On roll On roll On roll On roll On roll On roll
Qualifications and experience of the employee B.com 13 years M.sc 8 years CS 1 year Sr. Sec. 6 years Seconda ry 4 Years Sr. Sec. 3 years Sr. Sec. 6 year
Date of commencement of 06/04/ 05/06/ 12/08/ 08/07/ 02/05/ 04/06/ 05/05/
employment 2004 2009 2016 2014 2013 2014 2011
The age of such employee 44 yrs 61 yrs 25 yrs 35 yrs 24 yrs 26 yrs 28 yrs
The last employment held by such employee before joining the company NIL NIL NIL NIL NIL NIL NIL
The percentage of equity shares held by the employee in the company within the meaning of clause NIL NIL NIL NIL NIL NIL NIL
(iii) of sub-rule (2) above Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager NIL NIL NIL NIL NIL NIL NIL

*The number of employees was 7 on the rolls of the Company as on March 31st2017.

18. Nomination and Remuneration Policy

The Company has formulated Nomination and Remuneration Policy (NR Policy) in accordancewith the requirements of the provisions of Section 178 of the Companies Act 2013 andListing Regulations.

The annexure of the same is attached hereto with this Report at "Annexure-4".

Further the payment of Remuneration to Managing and Whole-time Director during theFinancial Year 2016-17 is governed by the prescribed limit mentioned in the Companies Act2013 and further is within the limits set by the Shareholders at the Annual GeneralMeeting.

The Nomination and Remuneration Policy may be accessed on the following weblink of the

Company s website at the link: http://hrb.co.in/code.html .

Details of Remuneration paid to the Directors for the year ended on March 31st2017 are as under:

Name of Director Salary Benefits Commission Sitting fees
- - -
Mr. Krishan Kumar Parwal (MD) Rs.660000/-
Mr. Puneet Parwal (WTD & CFO) Rs.480000/- - - -

Notes:

The Company does not have any pecuniary relationship with any Non-ExecutiveIndependent Directors. No sitting fee is paid to any of the Directors of theCompany for attending the Board Meeting or the Committee meetings. Mr.Puneet Parwal (WTD & CFO) is being paid for holding office in the capacity of WTDonly in the Company.

19. Whistle Blower Policy and Vigil Mechanism

The Company has formulated Whistle blower Policy/Vigil Mechanism as per therequirements of the Companies Act 2013 and Listing Regulations which inter-alia coversthe malpractices and events which can take place/or are suspected to take place fraud orsuspected fraud violation of Company s rules negligence causing danger to public healthand safety misappropriation of monies and other matters or activities on account of whichthe interest of the Company is affected.

All Employees and directors of the Company are eligible to make Protected Disclosuresto the Chairman of the Audit Committee Mr. Amit Sharda who has been nominated by theBoard as Ombudsperson for this purpose. No employee was denied access to the AuditCommittee during the year. There is no whistle blower event was reported during the yearand mechanism is functioning well.

The policy on vigil mechanism and whistle blower policy may be accessed on thefollowing weblink of the Company s website at the link: http://hrb.co.in/code.html .

20. Code of Conduct for Prohibition of Insider Trading

In January 2015 SEBI notified the SEBI (Prohibition of Insider Trading) Regulations2015. Pursuant thereto the Company has adopted a Code of Conduct for Prohibition ofInsider Trading. All the Directors Designated persons employees and other ConnectedPersons who could have access to the unpublished price sensitive information of theCompany are governed by this code. The trading window is closed during the time ofdeclaration of results and occurrence of any material events as per the code. During theyear under review there has been due compliance with the said code.

The Code of Conduct for Prohibition of Insider Trading may be accessed on the followingweblink of the Company s website at the link: http://hrb.co.in/code.html .

21. Extract of the Annual Return

The extract of the Annual Return in Form No. MGT-9 as on financial year ended 31stMarch 2017 pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 is attached hereto with this Reportat "Annexure-5".

22. Particulars with respect of conservation of energy technology absorption foreignexchange earnings and outgo:

The information required under Section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 relating to the conservation of energy and technologyabsorption is given below:

A. Conservation of Energy:

Energy conservation dictates how efficiently a company can conduct its operations. TheCompany has recognised the importance of energy conservation and is aware of thedeleterious effect of the global warming and climate change and thus is making all roundeffort for conservation of energy.

The steps taken or impact on conservation of energy which were carried out on on-goingbasis throughout the year which are as follows:

i. `Reducing reusing recycling of resources; ii. Adopting of waste-reduction measuresin the business activities; iii. Staying abreast of environmental issues; and iv.Promoting awareness on energy conservation on local level etc.

B. Technology Absorption:

Research and Development (R&D) plays a critical role in the innovation process. Its essentially an investment in technology and future capabilities which is transformedinto new products processes and services. R&D is essential to keep ahead in theCompetition. R&D would make the products to get transformed frequently in line withchanging needs of the end users. These efforts were made by the company for technologyabsorption during the year under review:

1. Specific areas in which R & D work carried out by the company:

The Company s R & D department made to concentrate on adaptation of new technologyand techniques to suit the climatic and local conditions mainly in the area of theproductivity to improve quality of the produce.

2. Benefit derived as a result of the above R & D: The main benefits of usingupgraded technologies are Cost reduction and Improvement in quality.

3. Future plan of action: The future plan of the Company is continuance of such effortsfor improvement in quality of the produce and increase in production.

4. Expenditure on R & D: The expenditure form the part of general overhead of thecompany the precise amount is not quantifiable.

5. Technology absorption adaptation and innovation: Efforts were made towardstechnology absorption adoption and innovation but due to continue loss for years thecompany had not absorbed any new technology and not made any innovation in it.

C. Foreign Exchange Earning and Outgo:

During the year under review the company has expended nothing for foreign exchange. Thecompany has not earned any foreign exchange.

23. Fixed Deposits

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet within the meaning of Section 73 and 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.

24. Corporate Governance Report

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015compliance with the provisions of Regulation 27 is not mandatory in respect of thecompanies having paid up equity share capital not exceeding Rs.10 crore and net worth notexceeding Rs.25 crore as on the last day of the previous financial year.

Since the Company falls into the ambit of the above mentioned limits compliance withthe provisions of Regulation 27 of the Listing Regulations is not mandatory for theCompany for the time being and consequently the Compliance Report on Corporate Governanceas stipulated under Schedule V of the Regulations does not form part of this Annual Reportfor the Financial Year 2016-17.

25. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under the Listing Regulationsforms part of the Annual Report.

26. Disclosure under the sexual harassment of women at workplace (Prevention

Prohibition and Redressal) Act 2013

The Company is committed to provide healthy environment to all employees of the Companyand does not tolerate any discrimination and/or harassment in any form. The Company has inplace an Anti-Sexual Harassment Policy in line with the requirements of the SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.

o No. of Complaints received: NIL o No. of Complaints disposed off: NA

27. Company s Policies

The Company strive to conduct its business and strengthen the relationships in a mannerthat is dignified distinctive and responsible. Thus the Board of Directors have adoptedvarious codes and policies to carry out the duties in an ethical manner. The various codesand policies are as under:

1) Code of Conduct of board of directors and senior management personnel;

2) Code of Conduct for Prohibition of Insider Trading;

3) Code of practices and procedures for fair disclosure of unpublished price sensitiveinformation;

4) Whistle Blower Policy and Vigil Mechanism;

5) Risk Management Policy;

6) Policy for determining material related party transactions;

7) Nomination and Remuneration Policy;

8) Policy for determining materiality of events/information; and

9) Preservation of Documents & Archival Policy. 10) Anti-Sexual Harassment Policy.

Codes & Policies as above mentioned may be accessed on the Company s website at thelink http://hrb.co.in/code.html

28. Listing on Stock Exchange(s) and Scrip Code(s)

The equity shares of the Company are listed on the BSE Limited.

Stock Exchange ISIN Security Code
BSE Limited (BSE) INE284D01016 531724
14th Floor Phiroze Jeejeebhoy Towers
Dalal Street Fort Mumbai-
400 001

29. Payment of listing fees

The Company has not paid the annual listing fees for the financial year 2017-18 to BSELimited yet.

30. Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors Responsibility statement your directors hereby state and confirmthat:

a) in preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

b) the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate & were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

31. Acknowledgements

The Board of Directors wishes to place on record its sincere appreciation for duecooperation received from the Company s Bankers Government Advisors Shareholders etc.

The Directors are also thankful to the employees at all levels for their continuedsupport.

Place: Jaipur For and on behalf of Board of Directors
Date: 22.05.2017 For HRB Floriculture Limited
Sd/-
Krishan Kumar Parwal
Chairman
DIN: 00228200