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HB Estate Developers Ltd.

BSE: 532334 Sector: Infrastructure
NSE: N.A. ISIN Code: INE640B01021
BSE 00:00 | 01 Jul 17.25 -0.35
(-1.99%)
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NSE 05:30 | 01 Jan HB Estate Developers Ltd
OPEN 16.95
PREVIOUS CLOSE 17.60
VOLUME 413
52-Week high 24.50
52-Week low 11.06
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.95
CLOSE 17.60
VOLUME 413
52-Week high 24.50
52-Week low 11.06
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

HB Estate Developers Ltd. (HBESTATEDEVEL) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 27th Annual Report together withthe Audited Financial Statements for the Financial Year ended 31st March 2021.

FINANCIAL RESULTS

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

(Amount in Rs. Lakhs)

PARTICULARS

Standalone

Consolidated

Year Ended 31.03.2021 Year Ended 31.03.2020 Year Ended 31.03.2021 Year Ended 31.03.2020
Revenue from Operations 2440.14 8205.33 2440.14 8205.33
Other Income 81.51 118.97 81.51 118.97
Total Revenue 2521.65 8324.29 2521.65 8324.29
Expenses 6627.74 9475.73 6627.75 9475.73
Profit/(Loss) for the year before Tax (4106.09) (1151.44) (4106.09) (1151.44)
Tax Expense (1069.13) (271.66) (1069.13) (271.66)
Profit/(Loss) for the year after Tax (3036.96) (879.78) (3036.96) (879.78)
Other Comprehensive Income 6.77 (9.02) 6.77 (9.02)
Total Comprehensive Income/(Loss) for the year (3030.19) (888.80) (3030.19) (888.80)

DIVIDEND

The Board of Directors after considering holistically the relevant circumstances andkeeping in view the current market conditions has decided that it would be prudent notto recommend any Dividend for the Financial Year 2021-2022.

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 annexed Management Discussion and Analysis forms a part of this report and coversamongst other matters the performance of the Company during the Financial Year 2020-21 aswell as the future outlook.

STATUTORY STATEMENTS

(i) Share Capital

The Company's issued and subscribed share capital consists of Equity and RedeemablePreference Share Capital. The Paid up Share Capital of the Company as on 31stMarch 2021 stood at Rs.1244599470/- comprising of 19459947 Equity Shares of Rs.10/-each and 10500000 Redeemable Non-Cumulative Non-Convertible Preference Shares of Rs.100/-each.

The Equity Shareholders vide their resolution dated 25th September 2018 hadapproved the issue of 5000000 (Fifty Lakhs) 9% Redeemable Non-Cumulative Non-ConvertiblePreference Shares - Series III of Rs.100/- (Rupees Hundred) each aggregating to'500000000 (Rupees Fifty Crores) as per the provisions of Section 4555 of theCompanies Act 2013 read with all applicable Rules made there/under (including anyamendment / modifications thereto or re-enactment thereof for the time being in force)Regulation 23 of SEBI Listing Regulations read with the Company's Policy on Related PartyTransactions. Out of which the Board of Directors allotted 2000000 (Twenty Lakhs) "9%Redeemable Non-Cumulative Non-Convertible Preference Shares - Series III Tranche I"of Rs.100/- (Rupees One Hundred) each aggregating to Rs. 200000000 (Rupees TwentyCrores) on 21st November 2018.

During the year the Company has allotted 2000000 (Twenty Lakhs) "9% RedeemableNon-Cumulative Non-Convertible Preference Shares - Series III Tranche II" of Rs.100/-(Rupees One Hundred) each aggregating to Rs.200000000 (Rupees Twenty Crores) on 19thSeptember 2020. Balance of Rs.100000000 (Rupees Ten Crores) is yet to be allotted.

The Shareholding of Directors of the Company (including Promoter Director) is given inthe Corporate Governance Report forming part of this report.

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

During the year under review five Board Meetings were convened and held. The detailsof such meeting(s) are given in the Corporate Governance Report which forms integral partof the Board's Report.

(iii) Committees of the Board

The Company has several Committees which have been established in compliance with therequirement of the relevant provisions of applicable laws and statutes. As on 31stMarch 2021 the Board has six committees namely Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee including two Non-Mandatory Committees viz. BusinessRestructuring Committee and Securities Committee. A detailed note on the composition ofthe Committees is provided in the Corporate Governance Report which forms an integralpart of the Board's Report.

As per the amended provisions of Section 135 of the Act the Board of Directors intheir meeting held on 28th June 2021 has dissolved the CSR Committee and allthe functions of the Committee shall be discharged by the Board of Directors.

(iv) Public Deposits

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

(v) 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.

(vi) Particulars of Loans Guarantees or Investments

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

(vii) Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo

The particulars required under Section 134(3)(m) of the Act read with Rules 8 of theCompanies (Accounts) Rules 2014 in respect of conservation of energy and technologyabsorption are not applicable to your Company.

The total foreign exchange earnings during the year under review is '134.17 Lakhs andfor previous period is '2840.71 Lakhs and total foreign exchange out go during the yearunder review is '44.13 Lakhs and for previous period is '124.09 Lakhs.

(viii) Change in the Nature of Business

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

(ix) Maintenance of cost records

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

(x) 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.

(xi) 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 Regulations. ThePolicy for Determining Material Subsidiary has been suitably modified as per theprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time. The said Policy has been uploaded on the website ofthe Company www.hbestate.com having following web linkhttps://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 Act Parsvnath HB Projects Pvt. Ltd. is the AssociateCompany. A separate statement containing the salient features of the Financial Statementof the Company's Associates is being provided in Form AOC-1 along with the FinancialStatements in terms of Section 129(3) of the Act.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI Listing Regulationsthe Management Discussion & Analysis Report; a Report on the Corporate Governancetogether with the Compliance Certificate from the Company's Statutory Auditor's confirmingcompliance(s) forms an integral part of this report.

VIGIL MECHANISM - WHISTLE BLOWER POLICY

In terms of the provisions of Sec 177(9) & (10) of the Act and pursuant to theprovisions of Regulation 22 of the SEBI Listing Regulations a Vigil Mechanism forStakeholders Employees and Directors of the Company has been established. The WhistleBlower Policy duly approved by the Board of Directors is available on the website of theCompany having following web-linkhttps://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 not entered into any materially significant Related Party Transactionunder Sec 188 of the Act. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3)(h) of the Act in Form AOC-2 is not applicable. None of theDirectors has any pecuniary relationships or transactions vis-a-vis the Company.

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 Act the Rules made there under and Regulation 23 ofthe SEBI Listing Regulations. The Policy on Related Party Transactions has been suitablymodified as per the applicable provisions of the Act and SEBI Listing Regulations asamended from time to time. The Policy is available on the website of the Company havingfollowing web link

https://www.hbestate.com/Investor%20Information/Corporate%20Govemance/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 Regulations. The Code of Conduct lays down guidelines andprocedures to be followed and disclosures to be made while dealing with the Shares of theCompany as well as the consequences of violation. The Code of Conduct has been formulatedfor prevention of Insider Trading and to maintain the highest standards of dealing inCompany Securities. The Code of Conduct has been suitably modified as per the provisionsof the Insider Trading Regulations and SEBI Listing Regulations as amended from time totime.

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 SEBI ListingRegulations the Board of Directors in their meeting held on 10th February2016 has adopted a Policy for Preservation of Documents & Archival thereofclassifying 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 link

https://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 Company has two Internal Complaint Committees one is at the Registered Office andanother at Hotel Unit i.e. Taj City Centre Gurugram.

The Internal Complaint Committee at Registered Office comprises of following members:

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

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

(iii) Mr. Anil Goyal Member (Director)

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

The Internal Complaint Committee at Hotel Unit comprises of following members:

(i) Ms. Shailza Sharma Chairperson (HR Manager)

(ii) Ms. Leela Gupta Assistant Chairperson (Sales Manager)

(iii) Ms. Ashadeep Sidhu Member (Director of Finance)

(iv) Mr. Pradeep Kumar Yadav Member (Security Manager)

(v) Mr. Sanket Chugh Member (Director of Sales & Marketing)

(vi) Ms. Shalini Khanna Member (NGO Representative)

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 provided in the Corporate Governance Report whichforms an integral part of the Board's Report.

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 CO1NTROLS

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.

There are no qualifications reservation adverse remark observations comments ordisclaimer given by the Auditors in their Report. The Report given by the StatutoryAuditors on the financial statements of the Company for the financial year 2020-21 ispart of the Annual Report and self explanatory.

(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 Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. A.N.Kukreja Proprietor ‘A.N Kukreja & Co.' Company Secretary in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosedas a part of this report as "ANNEXURE - I".

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 Company has revised the policy on Corporate Social Responsibility (‘CSR') toinclude changes based on Company (Corporate Social Responsibility Policy) Amendment Rules2021 and the revised Policy was recommended by the CSR Committee and approved by the Boardand the same can accessed on the Company's Website having following web link https://www.hbestate.com/Investor%20Information/CSR/index.html

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.

As per Companies (Corporate Social Responsibility Policy) Amendment Rules 2021 If aCompany's CSR obligation is less than or upto Rs. 50 lakhs then the Company shall not berequired to constitute the CSR committee and the board of directors shall discharge allthe function of the CSR committee as prescribed.

Pursuant to abovementioned amended CSR Rules and considering the specified threshold ofCSR obligations the Board of Directors in its meeting held on 28th June 2021has dissolved the CSR Committee and all the functions of the Committee shall be dischargedby the Board of Directors.

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. Lalit Bhasin (DIN:00002114) 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. Sunil Malik (DIN: 01153501) has been appointed as Non-Executive IndependentDirector of the Company by the members for a term of five (5) consecutive years in thelast Annual General Meeting held on 30th September 2020 pursuant to theprovisions of Sections 149 150 152 and other applicable provisions if any of the Actand the rules made there-under (including any statutory modification(s) or re-enactmentthereof for the time being in force) read with Schedule IV to the Act Regulation 17(1A)and other applicable provisions of the SEBI Listing Regulations as amended.

Mr. Jag Mohan Lal Suri Non-Executive Non-Independent Director of the Company left forhis heavenly abode on 14th December 2020.

The information on the Particulars of Director eligible for Appointment /Re-appointment in terms of Regulation 36 of SEBI Listing Regulations and SecretarialStandard - 2 issued by the Institute of Company Secretaries of India has been provided inthe Notes to the Notice convening the Annual General Meeting.

(b) Declaration from Independent Directors

Ms. Asha Mehra Mr. Rajesh Jain and Mr. Sunil Malik are Non-Executive IndependentDirectors on the Board of the Company. The Company has received declarations from all theIndependent Director(s) confirming that they meet with the criteria of Independence asprescribed both under Section 149(6) of the Act and under Regulation 16(1)(b) 25 of theSEBI Listing Regulations.

The Independent Directors of the Company have confirmed that they have registered theirnames in the data bank of Independent Directors maintained with the Indian Institute ofCorporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies(Appointment & Qualification of Directors) Rules 2014. Except Mr. Sunil Malik noother Independent Directors of the Company possess the requisite experience and henceshall not be required to pass the online proficiency self-assessment test as per theproviso to Rule 6(4) of the aforesaid rules.

During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses if any incurred by them for the purpose of attending meetingsof the Board/Committee of the Company.

(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 a nonexecutivedirector 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 applicableprovisions 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.

The complete Nomination and Remuneration Policy of the Company is available on thewebsite of the Company having following web link

https://www.hbestate.com/investor%20information/Corporate%20Govemance/index.htmi

(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 Regulations.

(e) Board Evaluation

Pursuant to the provisions of the Act and applicable provisions of the SEBI ListingRegulations the Board of Directors has carried out an Annual performance evaluation of itsown performance and of all the Directors individually as well as the evaluation of theworking of Audit Nomination & Remuneration and other Compliance Committees. Themanner in which the evaluation has been carried out is explained in the CorporateGovernance Report.

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

The information required pursuant to Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors / Key Managerial Personnel (KMP) and Employees of the Company is furnishedhereunder:

(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year; and the percentage increase inremuneration of each Director Chief Financial Officer Chief Executive Officer CompanySecretary or Manager if any in the financial year.

Sr. No. Name Category Ratio/Times per Median of employee remuneration % increase in remuneration
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. Ms. Asha Mehra Director (Non-Executive) N.A N.A
6. Mr. Sunil Malik Director (Non-Executive) N.A N.A
7. Mr. Praveen Gupta Chief Financial Officer No increase
8. Ms. Banmala Jha Manager No increase
9. Ms. Radhika Khurana Company Secretary No increase

(*) Ceased w.e.f 14th December 2020.

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

(ii) The increase in the median remuneration in current financial year as compared toprevious financial year: No increase.

(iii) The number of employees on the rolls of the Company:

16 employees on the Company rolls and 156 employees on the rolls of the Company's HotelUnit (Taj City Centre Gurugram) operated by The Indian Hotels Company Limited as on 31stMarch 2021.

(iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year was NIL as compared to the percentileincrease of NIL in the managerial remuneration of the Company Secretary.

(v) It is hereby confirmed that the remuneration paid to the Directors Key ManagerialPersonnel (KMP) and other employees is in accordance with the remuneration policy of theCompany.

(vi) Statement of particulars of employees pursuant to Section 197(12) of the Act readwith Rule 5(2) &(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the year ended 31st March 2021:

a) Details of top ten employee in terms of remuneration drawn as on 31stMarch 2021:

Sl. No. Name Designation Gross Remuneration received (In ') Nature of Employment Qualification Experience (In Years) Date of Commencement of Employment Age (In Years) Last Employment held before joining the Company Number & Percentage of Equity Shares held Whether any such employee is a relative of any director or manager of the Company
1 Mr. Praveen Gupta C.F.O 2831826 Permanent CA & LLB 38 01-12-2011 59 HB Securities Ltd. Nil No
2. Mr. Sanket Chaugh Director of Sales & Marketing 2476200 Permanent Management Development Programme Certificate Course 21 20-08-2015 44 Shangri La Eros Hotel Nil No
3. Ms. Shailza Sharma Human Resources Manager 1537260 Permanent Master in Human Resource Management 19 07-09-2015 39 The Leela Ambience Hotel Gurgaon Nil No
4. Mr. Ranjeet Singh Front Office Manager 1362960 Permanent Post Graduate Diploma in Business Management 16 12-12-2016 37 Hyatt Bangalore MG Road Nil No
5. Mr Daya Shankar Gaur Manager Interior 1195800 Permanent Civil Engineer 21 18-04-2012 46 Capital Residency Pvt. Ltd. Nil No
6. Mr. Sanjeet Kumar Catering Sales Manager 1102512 Permanent BSC in Hotel Management 17 21-12-2018 38 Shangrila Hotel New Delhi Nil No
7. Ms Banmala Jha Vice President Legal 1043280 Permanent M.A. (English & LLB 20 01-02-2018 64 HB Stockholdings Ltd. Nil No
8. Mr. Rahul Chauhan Wellness Manager 844764 Permanent Master's in Physical Education 5 01-08-2018 45 Radisson MBD Hotel Nil No
9. Mr Ashok Kumar* Manager Accounts 831207 Permanent CA 16 01-01-2017 46 RRB Master Securities Delhi Ltd. Nil No
10. Mr. Pankaj Aggarwal Manager Finance 749028 Permanent CA 4.98 01-11-2017 26.80 Taj City Centre Nil No

(*) Resigned w.e.f. 06lh June 2021

b) Details of the Employees who were in receipt of remuneration aggregatingRs.10200000/- or more per annum : None

c) Details of the Employees who were employed for part of the financial year and wasin receipt of remuneration not less than Rs.850000/- per month: None

d) Details of the Employees who were employed throughout the financial year or partthereof was in receipt of remuneration in that year which in the aggregate or as thecase may be at a rate which in the aggregate is in excess of that drawn by the managingdirector or whole-time director or manager and holds by himself or along with his spouseand dependent children not less than two percent of the equity shares of the Company:None

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

As provided under Section 92(3) and 134(3)(a) of the Act read with Rule 12 of ChapterVII Rules of the Companies (Management and Administration) Amendment Rules 2020 AnnualReturn in Form MGT-7 for FY 2020-21 is uploaded on the website of the Company havingfollowing web linkhttps://www.hbestate.com/Investor%20Information/Annual%20Retums/indexx.html

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) 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
Sd/-
LALIT BHASIN
Place: Gurugram (Chairman)
Date: 28th June 2021 DIN: 00002114

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