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HB Leasing & Finance Co Ltd.

BSE: 508956 Sector: Financials
NSE: N.A. ISIN Code: INE549B01016
BSE 00:00 | 25 May 3.10 -0.16
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NSE 05:30 | 01 Jan HB Leasing & Finance Co Ltd
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OPEN 3.10
CLOSE 3.26
VOLUME 100
52-Week high 6.68
52-Week low 2.29
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

HB Leasing & Finance Co Ltd. (HBLEASINGFIN) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 38th 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 ' Lakhs)

Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
Fee Received/ Advisory 30.00 30.00
Net gain on fair value changes - 0.31
Dividend Income - -
Total Revenue from Operations 30.00 30.31
Other Income - 3.01
Total Income 30.00 33.32
Expenses 34.43 34.50
Profit / (Loss) Before Tax (4.42) (1.18)
Tax Expense (0.21) 0.12
Profit / (Loss) for the year (4.21) (1.30)
Other Comprehensive Income for the year net of tax (0.21) (0.67)
Total Comprehensive Income for the year (3.99) (1.97)

DIVIDEND

In view of the brought forward and current year losses the Directors regret theirinability to recommend Dividend for the Financial 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

Equity Market had a roller coaster ride in FY2020-21. From the lows seen at the end ofFY2019- 20 on account of Covid-19 induced lockdown the markets started graduallyrecovering led by phase wise unlocking various policy measures announced by governmentscentral banks and better-than-expected corporate earnings performance. The next boosterdose for markets came with the approval of vaccines against Covid and this catapulted themarket to reach new highs.

The Company has taken adequate measures to control the cash flow and overheadexpenditures to manage the operations. There has been no impact on the internal financialreporting and controls of the Company. At present the Company is in position to fulfilits legal obligations. The Company is closely monitoring the situation and continues toevaluate the impact of COVID-19 as the situation evolves.

It is very difficult to assess the future impact of Covid-19 pandemic on businessoperations and it is expected to evolve over a period of time. The Company aims to meetall its debt repayment with the available capital and financial resources. Further theCompany does not foresee any material impact on the Company's business due tonon-fulfilment of any obligation(s) by any party. The Management will continue to monitorany material changes arising due to the impact of this pandemic on financial andoperational performance of the Company and take necessary measures to address thesituation.

Industry trends and its future prospects have been summed up in the ManagementDiscussion and Analysis Report which forms part of this report.

STATUTORY STATEMENTS

(i) Share Capital

The Paid up Equity Share Capital as on 31st March 2021 stood at ' 110627310/-comprising of 11062731 Equity Shares of ' 10/- each. During the year under review theCompany has neither issued any shares with differential voting rights nor granted stockoptions nor sweat equity.

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

(ii) No. of meeting(s) of the Board

During the year under review four (5) Board Meetings were convened and held. Thedetails of such Board Meeting(s) are given in the Corporate Governance Report which formsan integral part of 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 31st March2021 the Board has three committees namely Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee. A detailed note on the composition of theCommittees is provided in the Corporate Governance Report which forms an integral part ofthe Board's Report.

(iv) 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.

(v) Significant and other material orders passed by the Regulators or Courts

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

(vi) Particulars of Loans Guarantees or Investments under Section 186

The principal business activity of the Company is to undertake financial servicesinvesting and dealing in various kinds of securities. Details of Loans Guarantees andInvestments made by the Company in the ordinary course of its business are given in thenotes to the Financial Statements.

(vii) Conservation of Energy Technology Absorption and foreign and outgo

The particulars required under Section 134(3)(m) of the Companies Act 2013 read withRules 8 of the (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 and previous period isNIL and total foreign exchange out go during the year under review and the previous periodis NIL.

(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 Companies Act 2013 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

The Company is not having any Subsidiary Joint Venture and Associate Companies duringthe 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 Policyis available on the website of the Company having following web link

http://www.hbleasing.com/Investor%20Information/Corporate%20Governance/index.htmlMANAGEMENT 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.

WHISTLE BLOWER POLICY -VIGIL MECHANISM

In terms of the provisions of Sec 177(9) & (10) of the Companies Act 2013 andpursuant to the provisions of Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Vigil Mechanism for Stakeholders Employees andDirectors of the Company has been established. The Whistle Blower Policy duly approved bythe Board of Directors is available on the website of the Company having following weblink

http://www.hbleasing.com/Investor%20Information/Corporate%20Governance/index.htmlRELATED 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.

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 link

http://www.hbleasing.com/Investor%20Information/Corporate%20Governance/index.html CODEOF 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 to

transparency 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 12th 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 link

http://www.hbleasing.com/Investor%20Information/Corporate%20Govemance/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 HARRASMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. The Board ofDirectors in their meeting held on 06th 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 ( Senior V.P. Legal - HB Estate DevelopersLimited)

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

iii. Mr. Anil Goyal Member (Managing Director)

iv. Ms. Sonali Sharma Member (Company Secretary)*

(*) Appointed w.e.f 09th July 2020

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 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 OF THE COMPANY

a) Statutory Auditors

The Shareholders in their held on 29th September 2017 had appointed G. C. Agarwal& Associates' Chartered Accountants Delhi (FRN 017851N) as the Statutory Auditorsfor a term of five (5) consecutive years i.e. from the conclusion of the 34thAnnual General Meeting to the conclusion of 39th Annual General Meeting to beheld 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.

b) Internal Auditors

M/s. Marv & Associates LLP Chartered Accountants New Delhi performs the duties ofthe Internal Auditors of the Company and their report is reviewed by the Audit Committeeon quarterly basis.

c) 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. Arun Gupta Proprietor ‘Arun Gupta & Associates' CompanySecretary in Practice to undertake the Secretarial Audit of the Company. The SecretarialAudit Report is enclosed as a part of this report as "ANNEXURE - I".

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

1. BSE Limited (BSE) has levied a fine of Rs. 37760/- for non-compliance withrequirement to appoint a qualified company secretary as the compliance officer asstipulated by Regulation 6(1) of SEBI (LODR) Regulations 2015. The Company has sincecomplied with the requirement of said regulation by appointing Ms. Sonali Sharma asCompany Secretary & compliance Officer w.e.f 09th July 2020 and paid fine levied bythe BSE on 27th November 2020.

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.

Ms. Sonali Sharma (M.No. A-59728) has been appointed as the Company Secretary andCompliance Officer being the Key Managerial Personnel of the Company w.e.f. 09thJuly 2020 as per the provisions of Section 203 of the Companies Act 2013 and Rule 8 ofthe Companies (Appointment and Remuneration) Rules 2014.

The information on the Particular of Director eligible for Appointment / Re-appointmentin terms of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Secretarial Standard - 2 issued by the Institute of CompanySecretaries of India has been provided in the Notes to the Notice convening the AnnualGeneral Meeting.

(b) Declaration by Independent Directors

Mr. Lachmi Narain Malik and Mrs. Sapna Khandelwal are Non-Executive IndependentDirectors on the Board of the Company The Company has received declarations from both theIndependent Director(s) confirming that they meet with the criteria of Independence asprescribed both under Section 149(6) of the Companies Act 2013 and under Regulation16(1)(b) 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

(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:http://www.hbleasing.com/Investor%20Information/Corporate%20 Governance/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 ofDirectors has carried out an Annual performance evaluation of its own performance and ofall the Directors individually as well as the evaluation of the working of AuditNomination & Remuneration and other Compliance Committees. The manner in which theevaluation has been carried out is explained in the Corporate Governance Report.

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

The Company has one Executive Director Mr. Anil Goyal. No remuneration is paid to himas he holds the office of the Managing Director of HB Portfolio Limited and opts to drawhis remuneration from HB Portfolio Limited. The Non-Executive Directors are paid onlysitting fees for attending the meeting of the Board of Directors and the Committeesconstituted by the Board.

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 of theemployees of the Company for the financial year; & 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. Anil Goyal Managing Director (Executive) NIL NIL
2. Mr. Lalit Bhasin Director (Non-Executive) NIL NIL
3. Mr. Lachmi Narain Malik Director (Non-Executive) NIL NIL
4. Mrs. Sapna Khandelwal Director (Non-Executive) NIL NIL
5. Mr. C.P. Singh Chief Financial Officer No Increase
6. Ms. Sonali Sharma * Company Secretary N.A

(*) Appointed w.e.f. 09th July 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) There is no increase in the median remuneration of employees in current financialyear as compared to previous financial year.

(iii) There are two permanent employees on the rolls of Company as on 31stMarch 2021.

(iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: No Increase

(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

(vi) Statement of particulars of employees pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) &(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) 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 Rs.) Nature of Employment Qualification Experience (In Year) Date of Commencement of Employment Age (In Year) Last Employment held before joining the Company Percentage/ No. of Equity Shares held Whether any such employee is a relative of any director or manager of the company
Mr. Anil Goyal Managing Director Nil Permanent CA 38 01-01-1992 62 Surya Agroils Limited 150 (0.00%) No.
2 Mr. C.P. Singh Chief Financial Officer 840000 Permanent LLBMBA 29 07-01-1992 53 No
3. Ms. Sonali Sharma Company Secretary 305968 Permanent CS 2 09-07-2020 26 Venus Portfolios Private Limited No

Note: There are total 3 employees details of which is given hereinabove.

b) Details of the Employees who were in receipt of remuneration aggregating Rs.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).

ANNUAL RETURN

The Annual Return (Form MGT-7) is available on the website of the Company havingfollowing web link

https://www.hbleasing.com/Investor%20Information/Annual%20Returns/index.html DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to sub-section (3) & (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 LEASING AND FINANCE COMPANY LIMITED
Place : Gurugram Sd/- LALIT BHASIN (Chairman)
Date : 21st June 2021 DIN: 00002114

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