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HB Estate Developers Ltd.

BSE: 532334 Sector: Infrastructure
NSE: N.A. ISIN Code: INE640B01021
BSE 00:00 | 24 Jan 10.57 0.12
(1.15%)
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10.50

HIGH

10.97

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9.94

NSE 05:30 | 01 Jan HB Estate Developers Ltd
OPEN 10.50
PREVIOUS CLOSE 10.45
VOLUME 857
52-Week high 20.55
52-Week low 7.32
P/E
Mkt Cap.(Rs cr) 21
Buy Price 9.94
Buy Qty 996.00
Sell Price 10.97
Sell Qty 183.00
OPEN 10.50
CLOSE 10.45
VOLUME 857
52-Week high 20.55
52-Week low 7.32
P/E
Mkt Cap.(Rs cr) 21
Buy Price 9.94
Buy Qty 996.00
Sell Price 10.97
Sell Qty 183.00

HB Estate Developers Ltd. (HBESTATEDEVEL) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 25th Annual Report together withthe Audited Financial Statements including Consolidated Financial Statements for theFinancial Year ended 31st March 2019.

FINANCIAL RESULTS

The summarized financial results of the Company during the year under review are asunder:-

(Rs. In Lacs]

Particulars

Standalone

Consolidated

Year Ended 31.03.2019 Year Ended 31.03.2018 Year Ended 31.03.2019 Year Ended 31.03.2018
Total Revenue 9077.45 8470.86 9077.45 8470.86
Expenditure 6100.47 6248.06 6100.47 6248.06
Finance Cost 2770.30 2668.61 2770.30 2668.61
Depreciation 1417.29 1435.70 1417.29 1435.70
Profit for the year before Tax (1210.60) (1881.50) (1210.60) (1881.50)
Tax Expense (167.67) (250.88) (167.67) (250.88)
Profit for the year after Tax (1042.93) (1630.62) (1042.93) (1630.62)
Other Comprehensive Income (3.44) 6.33 (3.44) 6.33
Total Comprehensive Income / (Loss) for the year (1046.37) (1624.29) (1046.37) (1624.29)

DIVIDEND

In view of the current year losses your Directors regret their inability to recommenddividend for the year under review.

TRANSFER TO GENERAL RESERVE

The Board of Directors of your Company has decided not to transfer any amount to theGeneral Reserve for the year under review.

PERFORMANCE REVIEW & OUTLOOK

The total revenue for the year under review was Rs. 9077.45 Lacs as against Rs. 8470.87Lacs in the previous year.

The total revenue of the hotel unit of the Company Taj City Centre Gurugram for thefinancial year under review was Rs. 8605.47 Lacs as compared to Rs. 8326.17 Lacs duringthe previous year. During the year under review the Company earned a cash profitamounting to a 18507082 compared to cash loss amounting to a 44580587 incurred inthe previous financial year.

The Company's Net Loss after Tax for the year under review was Rs. 1042.93 Lacs ascompared to Rs. 1630.62 Lacs during the previous year.

The Industry trends and future prospects are summed up in the Management Discussion andAnalysis which forms part of this report.

SCHEME OF ARRANGEMENT

The Hon'ble National Company Law Tribunal (NCLT) Chandigarh Bench at Chandigarh videits Order Dated 22nd December 2017 sanctioned the Scheme of Arrangementbetween HB Stockholdings Limited (HBSL) HB Portfolio Limited (HBPL) and HB EstateDevelopers Limited (HBEDL) and their respective Shareholders and Creditors under Sections391 to 394 read with Section 100 to 104 of the Companies Act 1956.

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

The Copy of Scheme of Arrangement along with all other documents are available on theCompany's website having following web linkhttp://www.hbestate.com/Investor%20Information/schemes/index.htm

STATUTORY STATEMENTS

(i) Share Capital

The Company issued and subscribed share Capital consists of Equity Preference SharesCapital. The Paid up Equity Share Capital as on 31st March 2019 stood at Rs.1044599470/- comprising of 19459947 Equity Shares of Rs. 10/- each and 8500000Redeemable Non Cumulative Non-Convertible Preference Shares of Rs. 100/- each.

During the year under review the Company has issued 2000000 Redeemable Non CumulativeNon-Convertible Preference Shares of Rs. 100/- each on Private Placement basis. TheShareholding of Directors of the Company (including Promoter Director) is given in theCorporate Governance Report forming part of this report.

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

During the year under review four Board Meetings were convened and held. The detailsof such meeting(s) are given in the Corporate Governance Report. The maximum intervalbetween any two meeting(s) did not exceed 120 days as prescribed in the Companies Act2013.

(iii) Public Deposits

The Company has not accepted any Deposits from the Public under Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

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

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

(v) Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

(vi) Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The particulars required under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 in respect of conservation of energy andtechnology absorption are not applicable to your Company.

The total foreign exchange earnings during the year under review and previous period isNIL and total foreign exchange out go during the year under review and the previous periodis NIL.

(vii) Change in the Nature of Business

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

(viii) Maintenance of cost records

The nature of Company's business / activities is such that maintenance of cost recordsunder Section 148(1) of the Companies Act 2013 is not applicable to the Company.

(ix) Material Changes and commitments

No material changes and commitments have occurred between the end of the financial yearto which the financial statements relate and date of this report affecting the financialposition of the Company.

(x) Reporting of frauds by the Auditors

No fraud has been noticed or reported by the Statutory Auditor's during the course oftheir Audit.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

(i) Subsidiaries

The Company does not have any Subsidiary and no Company has become or ceased to beCompany's Subsidiary during the year under review.

The Board of Directors has approved a Policy for Determining Material Subsidiaries incompliance with the provisions of Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Policy for Determining Material Subsidiaryhas been suitably modified as per the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time. The said Policyhas been uploaded on the website of the Company www.hbestate.com having following weblink http://www.hbestate.com/Investor%20Information/Corporate%20Governance/ index.html

(ii) Joint Ventures

The Company is not having any Joint Venture business and no Company has become itsJoint Venture during the year under review.

(iii) Associate Companies

In terms of Sec 2(6) of the Companies Act 2013 Parsvnath HB Projects Pvt. Ltd. is theAssociate Company. A separate statement containing the salient features of the FinancialStatement of the Company's Associates is being provided in Form AOC-1.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion& Analysis Report; a Report on the Corporate Governance together with the ComplianceCertificate from the Company's Statutory Auditor's confirming compliance(s) forms anintegral part of this report.

VIGIL MECHANISM - WHISTLE BLOWER POLICY

In terms of the provisions of Sec 177(9) & (10) of the Companies Act 2013 andpursuant to the provisions of Regulation 22 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Vigil Mechanism for Stakeholders Employeesand Directors of the Company has been established. The Whistle Blower Policy duly approvedby the Board of Directors has been uploaded on the website of the Company havingfollowing web linkhttp://www.hbestate.com/Investor%20Information/Corporate%20Governance/index.html

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the financial year under reviewwere on arm's length basis and were in the ordinary course of business. The AuditCommittee has accorded its omnibus approval for the said transactions. The Company has notentered into any materially significant Related Party Transaction under Sec 188 of theCompanies Act 2013. Accordingly the disclosure of Related Party Transactions as requiredunder Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. Noneof the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with Company's Policy on Related Party Transactions and with theapproval of the Shareholders the Company entered into material related party transactionwith HB Portfolio Limited by issue and allotment of 2000000 (Twenty Lakhs) 9%Non-Cumulative Non-Convertible Redeemable Preference Shares (Series III) of Rs. 100/- eachon Private Placement basis aggregating to Rs. 200000000/- (Rupees Twenty Crores Only)during the year under review.

The Board of Directors on the recommendation of the Audit Committee has approved aPolicy to regulate transactions between the Company and its Related Parties in compliancewith the applicable provisions of the Companies Act 2013 the Rules made there under andRegulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Policy on Related Party Transactions has been suitably modified as per theapplicable provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time. The Policy isavailable on the website of the Company having following web linkhttp://www.hbestate.com/Investor%20Information/Corporate%20Governance/index.html

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company endeavors to preserve the confidentiality of un-published price sensitiveinformation and to prevent misuse of such information. The Company is committed totransparency and fairness in dealing with all Stakeholders and in ensuring adherence toall laws and regulation in force.

The Board of Directors has adopted the Code of Conduct for regulating monitoring andreporting of trading by insiders and other connected persons in compliance withRegulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Code of Conduct lays down guidelines and procedures to be followed anddisclosures to be made while dealing with the Shares of the Company as well as theconsequences of violation. The Code of Conduct has been formulated for prevention ofInsider Trading and to maintain the highest standards of dealing in Company Securities.The Code of Conduct has been suitably modified as per the provisions of the InsiderTrading Regulations and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time.

Further the Policy and procedure for inquiry in case of leak of unpublished pricesensitive information or suspected leak of unpublished price sensitive information havebeen framed in line with the provisions of the Insider Trading Regulations as amended.

PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY

In terms of Regulation 9 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors intheir meeting held on 10th February 2016 has adopted a Policy for Preservationof Documents & Archival thereof classifying them in two categories as follows:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion ofthe relevant transactions.

The said Policy is available on the website of the Company having following web linkhttp://www.hbestate.com/Investor%20Information/Corporate%20Governance/index.html

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted the Risk Management Policy which sets out theframework for the management of risks faced by the Company in the conduct of its businessto ensure that all business risks are identified managed and monitored. The contents ofRisk Management Policy have been included in Management Discussion and Analysis formingpart of this report.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. The Board ofDirectors in their meeting held on 08th August 2014 constituted the InternalComplaint Committee and adopted a Policy on prevention prohibition and redressal ofsexual harassment at workplace in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. The Internal Complaint Committee comprises of following members:

(i) Mrs. Banmala Jha Presiding Officer (Manager)

(ii) Mrs. Madhu Suri Member (Working in the Delhi Legal Services Authority as aCounsellor)

(iii) Mr. Anil Goyal Member (Director)

(iv) Mrs. Radhika Khurana Member (Company Secretary)

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The women employees were made aware about theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rules made there under and the provisions of Internal ComplaintPolicy of the Company.

Disclosure in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 is given as under:

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

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

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

INTERNAL FINANCIAL CONTROLS

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

AUDITORS

(i) Statutory Auditors

The Shareholders in the 23rd Annual General Meeting held on 29thSeptember 2017 had appointed ‘G. C. Agarwal & Associates' CharteredAccountants Delhi (FRN 017851N) as the Statutory Auditors for a term of five (5)consecutive years i.e. from the conclusion of the 23nd Annual General Meetingto the conclusion of 28th Annual General Meeting to be held in the year 2022.

As per the amended provisions of Sec 139(1) of the Companies Act 2013 the requirementof ratification of the appointment of Statutory Auditors by members at every generalmeeting has been omitted. Accordingly the resolution is proposed for the approval ofmembers at the ensuing Annual General Meeting to dispense with the requirement of annualratification of appointment of ‘G.C. Agarwal & Associates' CharteredAccountants Delhi (FRN 017851N) for its remaining tenure as the Statutory Auditors of theCompany.

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

(ii) Internal Auditors

‘Marv & Associates LLP' Chartered Accountants New Delhi perform the dutiesof the Internal Auditors of the Company and their report is reviewed by the AuditCommittee on quarterly basis.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. A.N. Kukreja Proprietor ‘A.N Kukreja & Co.' Company Secretary inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis enclosed as a part of this report as "ANNEXURE - I".

The Secretarial Auditors have made following observations in their Secretarial AuditReport:

(a) The Company did not have a Managing Director or Chief Executive Officer or Managerand in their absence a Whole Time Director during the year under review. In order tocomply with the said requirement the Company has appointed Manager effective from 27hMay 2019 being its Key Managerial Personnel (KMP) as per the provisions of Section 203 ofthe Companies Act 2013.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors has constituted a Corporate Social Responsibility Committee (CSRCommittee) pursuant to the provisions of Section 135 of the Companies Act 2013. Thecomposition of the CSR Committee has been mentioned in the Corporate Governance Reportforming part of this report. The Board of Directors on the recommendation of the CSRCommittee has approved the Corporate Social Responsibility Policy (CSR Policy) of theCompany which is available on the website of the Company having following web linkhttp://www.hbestate.com/Investor%20Information/Corporate%20Governance/index.html Nochanges have been made to the CSR Policy of the Company during the year under review.

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

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

> To identify the activities in response to felt societal needs in diverse areas andto implement them with full involvement and commitment in a time bound manner.

> To provide financial assistance in the form of grant-in-aid assistance and corpusfund support etc. to support supplement and improve the quality of life of differentsegments of the Society.

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a) Appointment / Re-appointment / Resignation of Directors and KMP

As per the provisions of Section 152 of the Companies Act 2013 Mr. Anil Goyal (DIN:00001938) Director shall retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. The Board of Directors recommends hisre-appointment.

Mr. Luv Malhotra (DIN: 00030477) Non-Executive Independent Director resigned from theBoard on 18th January 2019 due to his pre-occupations and other variousbusiness commitments and there were no other material reasons other than those provided.His significant contributions and valuable advice from time to time to the managementregarding the affairs of the Company were of immense help to the company.

Mr. Yash Kumar Sehgal (DIN: 03641168) who has been appointed as Non-ExecutiveIndependent Director of the Company to fill the casual vacancy by the Board of Directorsin their meeting held on 27th May 2019 on the recommendation of the Nominationand Remuneration Committee and proposed for the appointment and he shall hold office up tothe date the outgoing director would have held office. The Company has received requisiteconsent from Mr. Yash Kumar Sehgal to act as Director of the Company and a declaration tothe effect that he is not disqualified under sub-section (2) of Section 164 of theCompanies Act 2013 and is not debarred from holding the office of director by virtue ofany SEBI Order or any other such authority. In the opinion of the Board He fulfill theconditions specified in the Act and the criteria of Independent Director in terms of theprovisions of Section 149 of the Companies Act 2013 and Regulation 16(1)(b) of SEBIListing Obligations and Disclosure Requirements) Regulations 2015 and he is independentof the management. The Board recommends to the Shareholders that the appointment of Mr.Yash Kumar Sehgal would be of immense benefit to the Company considering his knowledgebackground and extensive experience.

Mrs. Banmala Jha who has been appointed as a Manager being the Key Managerial Personnel(KMP) of the Company by the Board of Directors in their meeting held on 27th May2019 on the recommendation of Nomination and Remuneration Committee for a period of three(3) years with effect from 27th May 2019 to 26th May 2022 on theterms and conditions including remuneration set out in the Explanatory Statement annexedto the Notice. The Board recommends to the Shareholders that the appointment of Mrs.Banmala Jha would be immense benefit to the Company considering her long term associationwith the Company and her extensive experience.

Mrs. Asha Mehra (DIN: 02658967) aged 78 years and Mr. Rajesh Jain (DIN: 00031590) aged63 years are proposed to be re-appointed as Non-Executive Independent Directors for secondterm of five consecutive years. The Company has received a declaration to the effect thatthey are not disqualified under sub-section (2) of Section 164 of the Companies Act 2013and are not debarred from holding the office of director by virtue of any SEBI Order orany other such authority. In the opinion of the Board Mrs. Asha Mehra and Mr. Rajesh Jainfulfill the conditions specified in the Act and the criteria of Independent Director interms of the provisions of Section 149 of the Companies Act 2013 and Regulation 16(1)

(b) of SEBI Listing Obligations and Disclosure Requirements) Regulations 2015 and theyare independent of the management. On the recommendation of the Nomination andRemuneration Committee the Board of Directors recommends to the Shareholders that theassociation of Mrs. Asha Mehra and Mr. Rajesh Jain would be beneficial to the Companybased on their performance evaluation considering their knowledge background extensiveexperience and contributions made by them during their tenure and it is desirable toreappoint them as Non-Executive Independent Directors of the Company for second term offive consecutive years.

It is proposed to continue the Directorship of Mr. Jag Mohan Lal Suri (DIN: 00002373)Non-Executive Director of the Company in terms of Regulation 17(1A) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended. He is 81 years oldand associated with the Company since 1994. He is highly experienced in CorporateAdministration and has successfully contributed towards the growth of the Company. TheCompany has received a declaration to the effect that he is not disqualified undersub-section (2) of Section 164 of the Companies Act 2013 and is not debarred from holdingthe office of director by virtue of any SEBI Order or any other such authority. On therecommendation of the Nomination and Remuneration Committee the Board recommends to theShareholders that the association of Mr. Jag Mohan Lal Suri would be beneficial to theCompany considering his knowledge background extensive experience and contributions madeby him during his tenure and it is desirable to continue his Directorship as Non-ExecutiveDirector of the Company.

(b) Declaration from Independent Directors

Mrs. Asha Mehra and Mrs. Rajesh Jain are Non-Executive Independent Directors on theBoard of the Company. The Company has received declarations from all the IndependentDirector(s) confirming that they meet with the criteria of Independence as prescribed bothunder Section 149(6) of the Companies Act 2013 and under Regulation 16(1)(b) 25 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

(c) Nomination and Remuneration Policy

The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has approved a Policy for selection appointment & remuneration includingcriteria for determining qualifications positive attributes of Directors Key ManagerialPersonnel (KMP) and Senior Management employees of the Company.

Brief outline / salient features of the Nomination and Remuneration Policy are asfollows:

> Nomination and Remuneration Committee has been empowered inter-alia to carry outthe following functions:

• Identification and selection of persons for appointment as Director KMP or atSenior Management level considering their qualification experience and integrity.

• Determining the appropriate size diversity and composition of the Board.

• Developing a succession plan for the Board and Senior Management of the Company.

• To recommend all remuneration in whatever form payable to senior management.

• Considering and determining the remuneration based upon the performance toattract retain and motivate members of the Board.

• Approving the remuneration of the Senior Management including KMPs of theCompany.

• Evaluation of performance of the Board its Committees Individual Directors andSenior Management Personnel on yearly basis.

• To extend or continue the term of appointment of the Independent Director onthe basis of the report of performance evaluation of Independent Directors.

> Approval of the Shareholders by way of Special Resolution is required in followingcases:

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

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

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

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

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

> Executive Directors / Managing Director are paid remuneration as per to be paidapplicable provisions of the Companies Act 2013 and rules made there under.

> Non-Executive Directors are paid sitting fees for attending each meeting of theBoard of Directors and the Committees constituted by the Board. The sitting fee for eachmeeting of Board of Directors and the Committee of Directors has been fixed by the Boardof Directors within the overall ceiling laid down under the Companies Act 2013.

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

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

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

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

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

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

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

Provided that the approval of the shareholders under this provision shall be valid onlytill the expiry of the term of such Director.

5) The approval of shareholders by special resolution shall be obtained every year inwhich the annual remuneration payable to a single non-executive director exceeds fifty percent of the total annual remuneration payable to all non-executive directors givingdetails of the remuneration thereof.

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

(d) Board Diversity

The Company recognizes the importance and benefits of having the diverse Board toenhance quality of its performance.

The Company believes that a diverse Board will enhance the quality of the decisionsmade by the Board by utilizing the different skills qualification professionalexperience gender knowledge etc. of the members of the Board necessary for achievingsustainable and balanced growth of the Company. The Board of Directors on therecommendations of the Nomination and Remuneration Committee has adopted a Policy onDiversity of Board of Directors in terms of Regulation 19 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

(e) Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and applicable provisions of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an Annual performance evaluation of its own performance and of all theDirectors individually as well as the evaluation of the working of Audit Nomination &Remuneration and other Compliance Committees. The manner in which the evaluation has beencarried out is explained in the Corporate Governance Report.

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

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

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Companyis furnished hereunder:

(i) The ratio of the remuneration of each Director to the median remuneration ofthe employees of the Company for the financial year; and

(ii) The percentage increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

Serial No. Name of the Director/KMP Designation Ratio of Remuneration of each Director/ to median remuneration of employees % Increase in remuneration in the financial year 2018-19
1. Mr. Lalit Bhasin Director (Non-executive) N.A. N.A.
2. Mr. Anil Goyal Director (Non-executive) N.A. N.A.
3. Mr. Jag Mohan Lal Suri Director (Non-executive) N.A. N.A.
4. Mr. Rajesh Jain Director (Non-executive) N.A. N.A.
5. Mrs. Asha Mehra Director (Non-executive) N.A. N.A.
6. Mr. Luv Malhotra* Director (Non-executive) N.A. N.A.
7. Mr. Praveen Gupta Chief Financial Officer Nil
8. Mrs. Radhika Khurana Company Secretary and Compliance Officer Nil

(*) Resigned from the Board w.e.f 18th January 2019.

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

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

(iv) The number of permanent employees on the rolls of the Company:

19 employees on the Company rolls and 373 employees on the rolls of the Company's HotelUnit (Taj City Centre Gurugram) operated by The Indian Hotels Company Limited as on 31stMarch 2019.

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

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

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

SECRETARIAL STANDARDS

During the year under review the Company has complied with all applicable SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI).

EXTRACT OF ANNUAL RETURN

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

The Annual Return (Form MGT-7) filed by the Company for FY 2017-18 with the Registrarof Companies is available on the website of the Company having following web linkhttp://www. hbestate.com/Investor%20Information/Annual%20Return/index.html

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (3)I & (5) of Section 134 of the Companies Act 2013 it ishereby stated that:

a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to 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 at the end of the Financial Year and ofthe Profit or Loss of the Company for that period;

c) the Directors have 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 have laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and were 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.

ACKNOWLEDGMENTS

Your Directors wish to thank and acknowledge the co-operation assistance and supportextended by the Banks Company's Shareholders and Employees.

FOR AND ON BEHALF OF THE BOARD
HB ESTATE DEVELOPERS LIMITED
Sd/-
LALIT BHASIN
Place: Gurugram (Chairman)
Date: 27th May 2019 (DIN: 00002114)