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Housing Development & Infrastructure Ltd.

BSE: 532873 Sector: Infrastructure
NSE: HDIL ISIN Code: INE191I01012
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NSE 05:30 | 01 Jan Housing Development & Infrastructure Ltd
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VOLUME 338294
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OPEN 7.07
CLOSE 7.07
VOLUME 338294
52-Week high 9.78
52-Week low 4.01
P/E
Mkt Cap.(Rs cr) 335
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Members

Your Directors have pleasure in presenting the 23rd Annual Report of the Companytogether with the "Management Discussion and Analysis Report" "CorporateGovernance Report" and "Audited Financial Statements" for the FinancialYear ("F.Y.") ended March 31 2019.

FINANCIAL PERFORMANCE

Your Company's performance during the F.Y. ended March 31 2019 as compared to theprevious F.Y. is summarised below:

(र In Lacs)
Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from operations 58376.30 38775.07 71834.04 38775.07
Other Income 1744.13 1461.99 1747.11 1385.86
Turnover 60120.44 40237.06 73581.16 40160.93
Total Expenditure 28606.71 6828.66 31929.74 (1483.89)
Profit before Interest Depreciation and Tax (PBIDT) 31513.73 33408.40 41651.42 41644.82
Less: Depreciation 539.43 677.21 540.10 683.24
Interest 19186.67 26786.35 28062.70 34917.94
Profit before Tax (PBT) 11787.63 5944.84 13047.72 6043.64
Tax Expenses 2169.51 (3587.66) 2419.10 (3523.09)
Profit after tax 9618.12 9532.50 10627.73 9566.73
Add: Other Comprehensive Income (46.00) 95.78 (49.07) 99.70
Profit attributable to Non-controlling Interest (1.05) (3.04)
Profit attributable to Owner of the parent 9572.11 9628.28 10578.47 9669.47
Balance brought forward from previous year 55826.51 46198.23 19921.64 10258.38
Less: Appropriations:
Transfer to General Reserve
Transfer to Debenture Redemption Reserve
Delisting of Subsidiary (6.21)
Net Balance for the Year 65398.63 55826.51 30500.11 19921.64

STATE OF COMPANY'S AFFAIRS AND PERFORMANCE REVIEW

The Turnover of the Company increase by 50.55 % and stood at र58376.30 lacs asagainst र38775.07 lacs in the previous year.

The Company's Profit from operations for the year ended March 31 2019 decreased by98.29 % to र11787.63 lacs as against र5944.84lacs in the previous year.

The Net Profit for the year has decreased by 0.58 % to र 9572.11 lacs as againstर9628.28 lacs in the previous year.

BUSINESS REVIEW

For the Real Estate Industry year 2017 was a watershed year with the roll-out ofgame-changing policies such as Goods & Services Tax ("GST") and The RealEstate (Regulation and Development) Act 2016 ("RERA"). Demonetization's impactstarted to taper off slightly however Residential sales are yet to catch up to thepre-demonetisation level. Commercial project is showing improved interest and these haveimpacted demand for floor space index ("FSI") and Transfer of Development Rights("TDR").

The Company is currently developing various projects at Kurla Nahur Mulund andPalghar.

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 attached with theBoard's report.

SUBSIDIARY COMPANIES

As at March 31 2019 your Company has following subsidiaries:

Sr. No. Name of Subsidiary
1 BKC Developers Private Limited
2 Guruashish Construction Private Limited
3 Lashkaria Construction Private Limited
4 Mazda Estates Private Limited
5 Privilege Power and Infrastructure Private Limited
6 Blue Star Realtors Private Limited (till April 12 2018)

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 ("theAct") read with relevant rules of Companies (Accounts) Rules 2014 the Company hasprepared its consolidated financial statement including all of its subsidiaries which isforming 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. 128.

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 a writtenrequest by any Member of the Company interested in obtaining the same. The separateaudited financial statements in respect of each of the subsidiary companies is alsoavailable 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 by monetising its land banks your Directors have notrecommended payment of any Dividend for the F.Y. ended March 31 2019.

DEBENTURES

During the F.Y.2018-19 your Company has not issued any Debentures. DebentureRedemption Reserve has been available and is part of General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2019 is4540039860.Theequity shares of your Company continue to be listed on Bombay Stock Exchange Limited andNational Stock Exchange of India Limited.

During the year under review the Company had converted 20000000 Convertible Warrantsinto Equity Shares ranking pari passu to the existing equity shares of the face value ofर10 each at a premium of र 60.50 to Mr. Sarang Wadhawan Promoter of the Company.

During the year under review the Company had allotted 20000000 Convertible Warrantshaving option to apply for and be allotted equivalent number of equity shares of the facevalue of र10 each at a premium of र21.10 to Mr. Sarang Wadhawan Promoter of theCompany. The said warrants had been converted into equity Shares on May 302019 and thesame is under the process of listing.

RESERVES

During the year under review your Company has transferred no amount to GeneralReserves.

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.

MATERIAL EVENT – CORPORATE INSOLVENCY RESOLUTION PROCESS OF A WHOLLY OWNEDSUBSIDIARY COMPANY

The Hon'ble National Company law Tribunal ("NCLT") Mumbai bench afteradmission of petition filled by Union Bank of India under Section 7 of Insolvency andbankruptcy Code 2016 ("IBC Code") read with Rule 4 of the Insolvency andBankruptcy (Application to Adjudicating Authority) Rules 2016 has ordered thecommencement of the Corporate Insolvency Resolution process to its Wholly owned subsidiaryCompany –Guruashish Construction Private Limited due to default in repayment of theLoan and interest thereon on July 24 2017. Accordingly the powers of the Board ofDirectors suspended pursuant to section 17(1)(b) of the IBC Code and Mr. R. K. Bhuta wasappointed as Interim resolution Professional for the management of the affairs of theCompany.

Further the resolution plan submitted by the Resolution professional Mr. R. K. Bhutato National Company Law Tribunal ("NCLT") has not been accepted by NCLT due totermination of Development Agreement by MHADA. The termination letter has been challengedby the Resolution Professional in the National Company Law Appellate Tribunal("NCLAT") which has been rejected and thereafter the said order of NCLAT hasbeen challenged by the Resolution Professional in the Honorable Supreme Court by way ofappeal bearing no C.A 12248 and the same is pending.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as prescribed under Section 92(3) of the Act andCompanies (Management and Administration) Rules 2014 framed thereunder is attached asAnnexure-A as well as displayed on the website www.hdil.in.

DIRECTORS

As on March 31 2019 the Board of the Company consisted of six directors of whom twowere executive four were non-executive and independent (including one woman director).TheCompany has an executive Chairman. During the year there was no change in the Compositionof board of Directors.

All Independent Directors have submitted declarations that each of them meets thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations and there has been no change in the circumstanceswhich may affect their status as Independent Director during the year.

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 familiarisation programme for all its Directors coveringthe matters as specified under Regulation 25(7) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("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 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

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 2019 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.Rajeswari & Associates Chartered Accountants Statutory Auditors of the Companyconfirming the compliance with the provisions of Corporate Governance as stipulated inListing Regulations is given separately which forms part of this Report.

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 to theDirectors in advance to enable them to plan their schedule for their effectiveparticipation in the Meetings.

During the F.Y. the Board met 4 (Four) times viz. on 30-05-2018 14-08-201814-11-2018 14-02-2019.

Details on the composition of the Board Committees meetings held attendance thereatare provided in the Corporate Governance Report and forms part of this Report.

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;

Corporate Social Responsibility Committee ("CSR Committee")

Internals Control Committee and;

Finance 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:

Ms. Sandhya Baliga - Chairperson
Mr. Lalit Mohan Mehta - Member
Mr. Raj Kumar Aggarwal - Member

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

STAKEHOLDER RELATIONSHIP COMMITTEE

As per the recent amendments in the SEBI (Listing Obligations & DisclosureRegulations) 2015 as recommended by Kotak Committee applicable from 01st April 2019 theStakeholders' Relationship Committee (‘SRC') should consist of at least threedirectors as members with at least one being an independent director.

Further the role of the SRC has been widened to include the following:

a) Resolve security holders' grievances including complaints relation totransfer/transmission of shares non-receipt of annual report non-receipt of declareddividends issue of new/ duplicate certificates general meetings etc.

b) Review measures taken for effective exercise of voting rights by shareholders.

c) Review of adherence to the service standards adopted by the listed entity in respectof various services being rendered by the registrar and share transfer agent.

d) Review various measures and initiatives taken by the listed entity for reducing thequantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annualreports/ statutory notices by the security shareholders of the entity.

In order to comply with the abovementioned amendments Mr. Raj Kumar AggarwalIndependent Director of the Company was appointed as a member of Stakeholders'Relationship Committee vide Board Resolution dated February 14 2019.

Currently Stakeholders' Relationship Committee comprises of the following Directors:Mr. Lalit Mohan Mehta - Chairman Mr. Sarang Wadhawan - Member Mr. Rajkumar Aggarwal -Member

STATUTORY AUDITORS

M/s. Rajeswari & Associates Chartered Accountants (Firm Registration Number123005W) was appointed as Statutory auditor of the Company by the members for a term offive consecutive years from the conclusion of 21st AGM till the conclusion of the 26thAGMof the Company (subject to ratification of their appointment at every AGM if requiredunder the ACT).

However pursuant to the Companies Amendment act 2017 which was notified on May 72018 the provision relating to ratification of appointment of auditors by Members atevery AGM has been done away with.

EXPLANATION ON AUDITORS' REPORT

As regards the observation by the Auditor in the Auditors' Report regarding delay inpayment of Statutory dues arrears of interest on Service Tax and VAT will be cleared uponcompletion of assessment of the respective years.

In respect of Income Tax demands your Directors would like to state that the Companyhas filed appeals 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 ofAdvisors that the outcome of the appeals will be decided in favor of the Company.

The Company has made payment in part of its dues to bank/Financial institution inaccordance with the One Time Settlement Agreement with them. Few banks have yet to approveOne Time Settlement proposal and upon receipt of sanction payments will be made to saidBanks/Financial Institution.

There are no qualifications reservations adverse remarks or disclaimers made byStatutory Auditors in their Report dated May 30 2019 on the financial statements of theCompany for F.Y. 2018- 19.

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 ‘D'.

There are no qualifications reservations adverse remarks or disclaimers made bySecretarial Auditors in their Report dated May 30 2019 on the Secretarial and otherrelated records of the Company for the F.Y. 2018-19.

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.2019-20 at a remuneration of र100000/- and reimbursement of out of pocket expensesplus applicable taxes.

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.

COST RECORDS

Pursuant to the rules made by the Central Government for the maintenance of costrecords under Section 148(1) of the Companies Act 2013 in relation to constructionindustry the specified accounts and records have been made and maintained by the Company

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 unauthorised 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 along with 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. 2018-19 were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Act are not attracted and hence the disclosure in form AOC-2 is not required.

During F.Y.2018-19 there are no material related party transactions with PromotersDirectors or Key Managerial Personnel ("KMP"). The Company has in place a policyon Materiality 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 37 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/policy-on-materiality-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 onCompany's website athttp://www.hdil.in/pdf/policies/policy-for-determining-material-subsidiary.pdf

POLICY UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS 2015

Pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 andunder Regulation 8 read with Regulation 3(2A) the Company has amended Codes of FairDisclosure and Conduct to include policy for determination of "legitimatepurposes" as a part of it which has been hosted on Company's website athttp://www.hdil. in/investor-relations/corporate-governance/codes/

The Company has also amended Code of Internal Procedures and Conduct for RegulatingMonitoring and Reporting of Trading by Insiders according to SEBI (Prohibition of InsiderTrading) (Amendment) Regulations 2018 which inter-alia includes amendment in the tradingwindow closure period.

Henceforth the trading window closure period will be from 1st day of each quarter till48 hours after the declaration of financial results.

The Policy has been hosted on has been hosted on Company's website athttp://www.hdil.in/investor-relations/corporate-governance/codes/

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 analyses risk exposure related to specificissues and provides oversight of risk across the organisation.

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 victimisation ofpersons who use such mechanism and also provides direct access to the Chairperson of theAudit Committee.

The Whistle Blower Policy has been put up on the Company's Website at www.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.

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

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 र18481.16Lacs andaccordingly the Company requires to spend369.62 Lacs on CSR activities.

The Company has setup a trust in the name of ‘HDIL Foundation' with the objectivesof starting 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 centers generalwelfare and upliftment of poor and needy people digging wells and providing drinkingwater to organize seminars/meetings/camps for awakening of general masses to give reliefin the stress of famine/fire/tempest/cyclone/earthquake or other natural calamity.

The Company however has initiated certain obligations through undertaking of SRAproject where social and economically backward people have been beneficiary 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 isirregular in paying off its statutory dues and financial commitments to the Banks andFinancial Institutions hence the Board is of the view that CSR activities needs to beundertaken only after the Company has regularised in meeting all its obligations. The CSRdisclosure as per the prescribed format is attached as Annexure- B.

Board Evaluation

Pursuant to the provisions of the Act Regulation 17 & 25 of the ListingRegulations and Guidance Note on Board Evaluation issued by the SEBI vide its circulardated 5 January 2017 the Nomination and Remuneration Committee has devised criteria forevaluation of the performance of Directors including Independent Directors. The Board hascarried out the annual performance evaluation of its own performance its Committees andDirectors. The exercise was led by the Lead Independent Director.

The evaluation process focused on various aspects of the Board and Committeesfunctioning such as composition of the Board and Committees experience and competenciesperformance of specific duties and obligations corporate governance & compliancemanagement etc.

Separate exercise was carried out to evaluate the performance of Non-executiveIndependent Directors on parameters such as experience attendance independence criteriaacquaintance with the business effective participation vision and strategy contributionand independent judgment. The manner in which the evaluation was carried out was explainedin the Report on Corporate Governance which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

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 ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. The POSH Policy isdisplayed on the Company's intra-net ‘HDIL World'. Internal Complaints Committee hasbeen constituted to redress the complaints received regarding sexual harassment. Allemployees (permanent contractual temporary and trainees) are covered under this Policy.

During F.Y. 2018-19 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 2019. Aconfirmation to this effect has been received from the Company's Registrar and ShareTransfer Agent ("R&T").

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 2014for the year ended March 31 2019 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 indevelopment 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 your 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 andAnalysis 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. Whenthese VOCs off-gas they may cause a variety of health problems like nausea dizzinessirritation of eyes and respiratory tract and more serious illness like heart lung orkidney 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

(र In Lacs)
Year 2018-19 2017-18
Foreign exchange earnings - -
Foreign exchange outgo

PARTICIPATION IN THE GREEN INITIATIVE

Your Company continues to wholeheartedly participate in the Green Initiative undertakenby the Ministry of Corporate Affairs ("MCA") for correspondences by Corporatesto its shareholders through electronic mode. All the shareholders who have not so farsubstituted/updated their e-mail id are requested to join the said program at sendinge-mail of their preferred e-mail addresses to the R&T at rajeev.kr@karvy.com or to theCompany 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 31 2019 and prior to May 30 2019 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
Mr. Rakesh Kumar Wadhawan
Place: Mumbai Executive Chairman
Date: May 30 2019 DIN : 00028573

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