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HB Leasing & Finance Co Ltd.

BSE: 508956 Sector: Financials
NSE: N.A. ISIN Code: INE549B01016
BSE 00:00 | 24 Jan 0.92 0.04
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NSE 05:30 | 01 Jan HB Leasing & Finance Co Ltd
OPEN 0.92
PREVIOUS CLOSE 0.88
VOLUME 150
52-Week high 2.15
52-Week low 0.66
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.92
Buy Qty 1850.00
Sell Price 0.76
Sell Qty 150.00
OPEN 0.92
CLOSE 0.88
VOLUME 150
52-Week high 2.15
52-Week low 0.66
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.92
Buy Qty 1850.00
Sell Price 0.76
Sell Qty 150.00

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

Company director report

To

The Members

Your Directors are pleased to present the 36th Annual Report together withthe Audited Financial Statements for the Financial 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 Year Ended 31.03.2019 Year Ended 31.03.2018
Total Revenue 17.97 63.18
Expenditure 45.62 39.07
Finance Cost 0.00 0.00
Depreciation 0.00 0.00
Profit/(Loss) for the year before Tax (27.65) 24.10
Tax Expense 0.13 0.30
Profit/(Loss) for the year after Tax (27.78) 23.80
Appropriations 0.00 4.76
Statutory Reserve Fund (2885.55) (2904.59)
Balance Brought Forward
Accumulated Profits /(Loss) (2913.33) (2885.55)

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

The Company posted Total Revenue of Rs. 17.97 Lacs as against Total Revenue of Rs.63.18 Lacs in the previous year. Net Loss after Tax for the year under review was Rs.27.78 Lacs as compared to the Net Profit of Rs. 23.80 Lacs in the previous year.

The Indian economy in FY 2018-19 started with a healthy 8.2% growth in the firstquarter on the back of domestic resilience. Growth eased to 7.3% in the subsequent quarterdue to rising global volatility largely from financial volatility normalized monetarypolicy in advanced economies externalities from trade disputes and investment rerouting.Further the Indian rupee depreciated because of the crude price shock and conditionsexacerbated as recovery in some advanced economies caused faster investment outflows.

Equities remained volatile in the Financial Year 2018-19 amidst geo-political riskssuch as trade wars and Brexit tight financial conditions fears of slowing global growthand liquidity crisis in NBFCs. FY 2018-19 witnessed sharp drop in primary market activityin terms of both number of transactions and capital raised as the number of Initial PublicOfferings (‘IPOs'). The major stock indices touched an all-time high during the yearbut were trimmed owing to volatility towards the end of the year. The rally in the largecaps was one of the narrowest seen in the history of Indian equity markets. Mid and smallcapitalisation stocks under performed due to risk aversion emanating from high relativevaluations and FPI outflows.

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 2019 stood at Rs. 110627310/-comprising of 11062731 Equity Shares of Rs. 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 (4) Board Meetings were convened and held. Thedetails of such meeting(s) are given in the Corporate Governance Report. The maximuminterval between any two meeting(s) did not exceed 120 days as prescribed in theCompanies Act 2013.

(iii) Public Deposits

Your Company has neither invited nor accepted any Deposits from the Public /Shareholders pursuant to Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 during the year under review.

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

There are no significant material orders passed by the during the year under reviewwhich has an impact on the Going Concern status and Company's operations in the future.

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

Details of Loans Guarantees or Investments made by the Company in the ordinary courseof business covered under the provisions of Section 186 of the Companies Act 2013 aregiven in the notes to the Financial Statements.

(vi) 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.

(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 VENTRURES 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 linkhttp://www.hbleasing.com/Investor%20Information/Corporate%20Governance/index.html

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) formsanintegral part of this report.

WHISTLE BLOWER POLICY –VIGIL MECHANISM

In terms of the provisions of Sec 177(9) & (10) of the Companies Act 2013 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015a Vigil Mechanism for Stakeholders Employees and Directors of the Company has beenestablished. The Whistle Blower Policy duly approved by the Board of Directors isavailable on the website of the Company having following web linkhttp://www.hbleasing.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 theAccordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. None of theDirectors has any pecuniary relationships or transactions vis--vis the Company. TheBoard of Directors on the recommendation of the Audit Committee has approved a Policy toregulate transactions between the Company and its Related Parties in compliance with theapplicable 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.hbleasing.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 Conductfor regulating monitoring and reporting of trading by insiders and other connectedpersons in compliance with Regulation 9 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Code of Conduct lays down guidelines and proceduresto be followed and disclosures to be made while dealing with the Shares of the Company aswell as the consequences of violation. The Code of Conduct has been formulated forprevention of Insider Trading and to maintain the highest standards of dealing in CompanySecurities. The Code of Conduct has been suitably modified /Courts orTribunal as per theprovisions of the Insider Trading Regulations and SEBI (Listing Obligations and DisclosureRequirements) 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 preservationperiod of not less than eight years after completion of the relevant transactions.

The said Policy is available on the Website of the Company having following web linkhttp://www.hbleasing.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 Policy havebeen included in Management Discussion and Analysis forming part 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 26th May 2017 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 Committee was duly reconstituted on 30th May 2019. TheInternal Complaint Committee comprises of following members: i. Mrs. Banmala Jha Presiding Officer ( Senior V.P. Legal HB Stock Holdings Limited) ii. Mrs. Madhu SuriMember (Working in the Delhi Legal Services Authority as a Counsellor) iii. Mr. AnilGoyal Member (Managing Director) iv. Mr. Lakshay Vaid Member (Company Secretary) Mr.Lakshay Vaid has been appointed as member of Internal Complaint Committee on of 30thMay 2019. Mrs. Sukhmani Walia ceased to be a member of the Internal Complaint Committeeconsequent upon of her resignation on 31st January 2019.

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 filedduring the financial Nil b. Number of complaints disposed of during the financial year Nilc. 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 OF THE COMPANY

a) Statutory Auditors

The Shareholders in the 34th Annual General Meeting held on 29th September 2017 hadappointed ‘G. C. Agarwal & Associates' Chartered Accountants Delhi (FRN017851N) as years i.e. from the conclusion of the Statutory Auditors for a term of fivethe 34th Annual General Meeting to the conclusion of 39th Annual General Meeting to beheld 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.

b) Internal Auditors

‘M/s. Marv & Associates LLP' Chartered Accountants New Delhi performs theduties of the Internal Auditors of the Company and their report is reviewed by the AuditCommittee on 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".

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 (Chairman) shall retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board of Directorsrecommends his re-appointment.

Mrs. Sapna Khandelwal (DIN: 07241162) has been appointed as an Additional Director inthe capacity of Non-Executive Independent Director of the Company with effect from 30thMay 2019 who holds office up to the date of the ensuing Annual General Meeting. TheCompany has received a declaration to the effect that she is not disqualified undersubsection (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. In theopinion of the Board Mrs. Sapna Khandelwal fulfill the conditions specified in the Actand the criteria of Independent Director in terms of the provisions of Section 149 of theCompanies Act 2013 and Regulation 16(1)(b) of SEBI Listing Obligations and DisclosureRequirements) Regulations 2015 and she is independent of the management. On therecommendation of the Nomination and Remuneration Committee the Board of Directorsrecommends to of Risk Management the Shareholders appointment of Mrs. Sapna Khandelwal asNon-Executive Independent Director of the Company for a term of five(5) consecutive yearsw.e.f 30th May 2019 considering her knowledge background and extensive experience in thesecretarial & legal field. The appointment of Mrs. Khandelwal will be an invaluableinput to the Company's strategic direction and decision making. Mrs. Meenakshi Gopal (DIN:07143044) Non-Executive Independent Director has resigned from the Board of the Companyvide her resignation letter dated 30th May 2019 due to some otherpreoccupations and there is no material reason other than specified.

The Board places on record its deep appreciation for the services rendered by Mrs.Meenakshi Gopal during her tenure as Director and Member of various committees of theBoard of Directors of the Company.

Mr. Lachmi Narain Malik (DIN: 00481449) aged 78 years is proposed to be re-appointed asNon-Executive Independent Director for second term of five consecutive years. The Companyhas received a declaration to the effect that he is not disqualified under subsection (2)of Section 164 of the Companies Act 2013 and he is not debarred from Director by virtueof any SEBI Order or any other such authority. In holdingtheoffice the opinion of theBoard Mr. Lachmi Narain Malik fulfill the conditions specified in the Act and thecriteria of Independent Director in terms of the provisions of Section 149 of theCompanies Act 2013 and Regulation 16(1)(b) of SEBI Listing Obligations and DisclosureRequirements) Regulations 2015 and he is independent of the management. On therecommendation of the Nomination and Remuneration Committee the Board of Directorsrecommends to the Shareholders that the association of Mr. Lachmi Narain Malik would bebeneficial to the Company based on his performance evaluation considering his knowledgebackground extensive experience and contributions made by him during his tenure and it isdesirable to re-appoint him as Non-Executive Independent Director of the Company forsecond term of five consecutive years.

Mr. Anil Goyal who is also the Managing Director of HB Portfolio Limited has beenreappointed as Managing Director of the Company for a further term of five (5) years witheffect from 17th May 2019 to 16th May 2024 subject to the approval ofmembers. No remuneration is payable to Mr. Anil Goyal as he opted to draw his remunerationfrom HB Portfolio Limited. The Board recommends to the Shareholders that the associationof Mr. Anil Goyal would be beneficial to the Company considering his knowledge of variousaspects relating to the Company's affairs long term association extensive experience andcontributions made by him during his tenure it is desirable to re-appoint him as ManagingDirector of the Company for further period of five (5) years.

Ms. Sukhmani Walia has resigned from the position of the Company Secretary with effectfrom 31st January 2019. Mr. Lakshay Vaid (M. No. A-45438) has been appointedas the Company Secretary and Compliance Officer being the Key Managerial Personnel of theCompany w.e.f. 09th February 2019 as per the provisions of Section 203 of the CompaniesAct 2013 and Rule 8 of the Companies (Appointment and Remuneration) Rules 2014.

(b) Declaration By Independent Directors

The Company has received declarations from Mr. Lachmi Narain Malik and Mrs. SapnaKhandelwal Independent Directors of the Company confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and applicableprovisions as per Regulation 16 of SEBI (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 out thefollowing functions:

Identification and selection of persons for appointment as Director KMP or at SeniorManagement 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 the Company.

• 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 or members ofthe promoter group exceeding particular limits specified in the policy.

The annual remuneration payable to a single non-executive director exceeds fifty percent 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 Board ofDirectors 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 giving details of theremuneration thereof.

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%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 Regulation 19 (4) as perSecurities Exchange and Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an Annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and 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 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 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 medianremuneration of the employees of the Company for the financial year; & (ii) thepercentage increase in remuneration of each Director Chief Financial Officer ChiefExecutive Officer Company Secretary 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. L.N. Malik Director (Non-Executive) NIL NIL
4. Mrs. Meenakshi Gopal Director (Non-Executive) NIL NIL
5. Mr. C.P. Singh Chief Financial Officer N.A.
6. Ms. Sukhmani Walia * Company Secretary N.A.
7. Mr. Lakshay Vaid ** Company Secretary N.A

(*) Resigned w.e.f. 31st January 2019.

(**) Appointed w.e.f. 09th February 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 current financialyear as compared to previous financial year.

(iv) There are two permanent employees on the rolls of Company as on 31stMarch 2019.

(v) 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: Nil (vi)The key parameters for any variable component of remuneration availed by the Directors: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 details forming part of the extract of Annual Return is required undersection 92(3) of the Companies Act 2013 in Form MGT-9 in annexed herewith as "AnnexureII".

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.hbleasing.com/Investor%20Information/Annual%20Returns/index.html directors

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 applicableAccounting Standards have been followed along with proper explanation relating to materialdepartures; b) the Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the State of Affairs of the Company at the end of theFinancial Year and of the Profit or Loss of the Company for that period; c) the Directorshave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; d) the Directors hadprepared the Annual Accounts on a going concern basis; e) the Directors have laid downInternal Financial Controls to be followed by the Company and that such Internal FinancialControls are adequate and were operating effectively; and f) the Directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch 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
Sd/-
LALIT BHASIN
Place : Gurugram (Chairman)
Date : 30th May 2019 DIN: 00002114