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HB Portfolio Ltd.

BSE: 532333 Sector: Financials
NSE: N.A. ISIN Code: INE638B01025
BSE 10:52 | 28 Jul 32.10 -1.50
(-4.46%)
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32.10

HIGH

32.10

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32.10

NSE 05:30 | 01 Jan HB Portfolio Ltd
OPEN 32.10
PREVIOUS CLOSE 33.60
VOLUME 300
52-Week high 35.30
52-Week low 13.10
P/E
Mkt Cap.(Rs cr) 35
Buy Price 32.10
Buy Qty 5.00
Sell Price 33.40
Sell Qty 75.00
OPEN 32.10
CLOSE 33.60
VOLUME 300
52-Week high 35.30
52-Week low 13.10
P/E
Mkt Cap.(Rs cr) 35
Buy Price 32.10
Buy Qty 5.00
Sell Price 33.40
Sell Qty 75.00

HB Portfolio Ltd. (HBPORTFOLIO) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 25th Annual Report together withthe Audited Financial Statement for the Financial Year ended 31st March 2020.

FINANCIAL RESULTS

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

Particulars

Standalone

Consolidated

Year Ended 31.03.2020 Year Ended 31.03.2019 Year Ended 31.03.2020 Year Ended 31.03.2019
Interest Income 86.67 54.95 508.42 478.07
Dividend Income 520.16 133.12 310.34 141.45
Management Fees & Commission Fees - 642.65 790.19
Total Revenue from Operations 606.83 188.07 1461.41 1409.71
Other Income - 2.13 9.68 103.90
Total Income 606.83 190.20 1471.09 1513.61
Expenses 249.86 266.64 1999.71 1727.53
Profit / (Loss) Before Tax 356.97 (76.44) (528.62) (213.92)
Tax Expense 5.67 (2.86) 7.32 (2.11)
Profit / (Loss) After Tax 351.30 (73.58) (535.94) (211.81)
Share of Profit from Associates - 4.26 (61.72)
Profit / (Loss) for the year 351.30 (73.58) (531.68) (273.53)
Other Comprehensive Income for the year net of tax (2474.48) (1502.23) (2541.61) (1523.99)
Total Comprehensive Income for the year (2123.18) (1575.81) (3073.29) (1797.52)

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND-AS)

The Audited Financial Statements of the Company for the Financial Year ended 31stMarch 2020 have been prepared in accordance with Indian Accounting Standards (‘IndAS') notified under Section 133 of the Companies Act 2013 (‘the Act') read with theCompanies (Indian Accounting Standards) Rules 2015 as amended from time to time and otherrelevant provisions of the Act. The transition to Ind-AS has been carried out inaccordance with Ind-AS 101. Accordingly the financial figures for the previous year ended31st March 2019 have also been regrouped / rearranged in accordance with Ind-AS.

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 2019-2020.

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's business activities have been adversely impacted due to volatility in thestock market and uncertain business environment / outlook. The Company is maintaining itsoperations in adherence to the safety norms issued by the Government from time to time.The Company has taken adequate measures to control the cash flow and overhead expendituresto manage the operations. There has been no impact on the internal financial reporting andcontrols of the Company. At present the Company is in position to fulfil its legalobligations. The Company is closely monitoring the situation and continues to evaluate theimpact of COVID-19 as the situation evolves.

It is very difficult to access the future impact on business operations and it isexpected to evolve over a period of time. The Company aims to meet all its debt repaymentwith the available capital and financial resources. Further the Company does not foreseeany material impact on the Company's business due to non-fulfilment of any obligation(s)by any party. The Management will continue to monitor any material changes arising due tothe impact of this pandemic on financial and operational performance of the Company andtake necessary measures to address the situation.

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

NBFC REGISTRATION WITH THE RESERVE BANK OF INDIA

RBI vide its letter dated 18th July 2017 returned the Company's Application forregistration as NBFC with the advice that the existing financial business of the Companymay be merged / amalgamated with any of the Registered Group NBFC. Accordingly theCompany vide its letter dated 19th February 2018 wrote to RBI for either transfer ofRegistration Certificate of one of the Group NBFC to the Company or for issue of freshCertificate of Registration to the Company in lieu of surrender of NBFC RegistrationCertificate by one of the Group NBFC Company.

Initially RBI agreed to the Company's proposal for Issue of fresh NBFC Registration tothe Company on surrendering the NBFC Registration Certificate by one of the Group NBFCCompany. However in subsequent discussions RBI advised the Company that the process ofsurrendering Registration Certificate of Group NBFC Company and Company's Application forgranting Certificate of Registration as NBFC shall be dealt separately as per the RBIRules and Regulations. In spite of the Company's best efforts the Certificate ofRegistration as NBFC has not been granted so far to the Company. To ensure the Company'swell being and its growth the Board of Directors of the Company is of the view that itshould diversify its business activities to non-financial sectors subject to requisiteapprovals as may be required.

STATUTORY STATEMENTS

(i) Share Capital

The Paid up Equity Share Capital as on 31st March 2020 stood at '107642300/- comprising of 10764230 Equity Shares of ' 10/- each. During the year underreview the Company has neither issued any Shares with differential voting rights norgranted stock options 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) Number of meeting(s) of the Board

During the year under review four Board Meetings were convened and held. The detailsof such meeting(s) are given in the Corporate Governance Report which forms an integralpart of the Board's Report. The maximum interval between any two meeting(s) did not exceed120 days as prescribed in the Companies Act 2013.

(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 2020 the Board has six committees namely Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee including two Non-Mandatory Committees viz. Finance &Borrowings Committee and Capital Restructuring Committee. A detailed note on thecomposition of the Committees is provided in the Corporate Governance Report which formsan integral part of the 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 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

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 Foreign Exchange Earnings andOutgo

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

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

(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

(i) Subsidiaries

The Company has following Subsidiaries as on 31st March 2020:

Name of the Company

As on 31.03.2020

No. of Shares % of holding
1. HB Securities Limited 7207570 100.00%
2. HB Corporate Services Limited 4257478 97.40%
3. Taurus Asset Management Company Limited* 11872118 70.12%
4. Taurus Investment Trust Company Limited 78850 80.39%

(*) Unlisted Material Subsidiary Company

A separate statement containing the salient features of the Financial Statement of theCompany's Subsidiaries is being provided in Form AOC-1 along with Financial Statements interms of Section 129(3) of the Companies Act 2013. The Financial Statements of theSubsidiary Companies will be made available upon request by any Member of the Companyinterested in obtaining the same. The Financial Statements of the Subsidiary Companieswill also be kept for inspection by any Member of the Company at its Registered Office.

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.hbportfolio.com/PdfFiles/PDMS.pdf

(ii) Joint Ventures

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

(iii) Associate Companies

In terms of Sec 2(6) of the Companies Act 2013 Merwanjee Securities Limited and HarSai Investments Limited are the Associate Companies. A separate statement containing thesalient features of the Financial Statement of the Company's Associates is being providedin Form AOC-1 along with Financial Statements in terms of Section 129(3) of the CompaniesAct 2013.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

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

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 the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Vigil Mechanism for Stakeholders Employeesand Directors of the Company has been established. The Whistle Blower Policy duly approvedby the Board of Directors is available on the website of the Company having following weblink http://www.hbportfolio.com/PdfFiles/WBP.pdf

RELATED PARTY TRANSACTIONS

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

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

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

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

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

PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY

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

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

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

The said Policy is available on the website of the Company having following web linkhttp://www.hbportfolio.com/PdfFiles/PDAP.pdf

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 Companyhas zero tolerance for sexual harassment at workplace. The Board of Directors in theirmeeting held on 08lh August 2014 constituted the Internal Complaint Committeeand adopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder. TheInternal Complaint Committee comprises of following members:

(i) Mrs. Banmala Jha Presiding Officer (Sr. V.P Legal - HB Estate Developers Ltd.)

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

(iii) Mr. Anil Goyal Member (Managing Director)

(iv) Mr. Dinesh Kapoor Member (Company Secretary)

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

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

(i) Statutory Auditors

The Shareholders in their 22nd Annual General Meeting held on 26thSeptember 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 22nd Annual General Meetingto the conclusion of 27th 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 2019-20 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 Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. A.N. Kukreja Proprietor ‘A.N Kukreja & Co.' Company Secretary inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis enclosed as a part of this report as “ANNEXURE - I”.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors has constituted a Corporate Social Responsibility Committee (CSRCommittee) pursuant to the provisions of Section 135 of the Companies Act 2013. Thecomposition of the CSR Committee has been mentioned in the Corporate Governance Reportforming part of this report. The Board of Directors on the recommendation of the CSRCommittee has approved the Corporate Social Responsibility Policy (CSR Policy) of theCompany which is available on the website of the Company having following web linkhttp://www.hbportfolio.com/CSR/PdfFiles/CSR.pdf.

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 and toimplement them with full involvement and commitment in a time bound manner.

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

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

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

During the Financial Year 2019-2020 the Company has carried out following changes inthe CSR Policy of the Company as per the provisions of the Companies Act 2013 read withapplicable Rules made thereunder as amended:

The activities prescribed under Corporate Social Responsibility have been included /modified in following sub-clauses of clause no. 4 of the Policy:

(ix) Contribution to incubators funded by Central Government or State Government or anyagency or Public Sector Undertaking of Central Government or State Government andcontributions to public funded Universities Indian Institute of Technology (IITs)National Laboratories and Autonomous Bodies (established under the auspices of IndianCouncil of Agricultural Research (ICAR) Indian Council of Medical Research (ICMR)Council of Scientific and Industrial Research (CSIR) Department of Atomic Energy (DAE)Defence Research and Development Organisation (DRDO) Department of Biotechnology (DBT)Department of Science and Technology (DST) Ministry of Electronics and InformationTechnology) engaged in conducting research in science technology engineering andmedicine aimed at promoting Sustainable Development Goals (SDGs).

(xi) slum area development;

Explanation- For the purposes of this item the term ‘slum area' shall mean anyarea declared as such by the Central Government or any State Government or any othercompetent authority under any law for the time being in force.

(xii) disaster management including relief rehabilitation and reconstructionactivities;

As a part of the CSR initiatives your Company has undertaken CSR activity with anobjective of “Eradicating Hunger Malnutrition and Promotion of Education ofUnderprivileged Children” in accordance with Schedule VII of the Companies Act 2013during the Financial Year 2019-2020. The report on CSR activities is attached as“ANNEXURE - II” forming part of this report.

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. Jag Mohan Lal Suri(DIN: 00002373) Director shall retire by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment. The Board of Directors recommendshis re-appointment.

Mrs. Anita Jain (DIN: 00031612) is proposed to be re-appointed as Non-ExecutiveIndependent Directors for second term of five consecutive years. The Company has receiveda declaration to the effect that she is not disqualified under sub-section (2) of Section164 of the Companies Act 2013 and is not debarred from holding the office of director byvirtue of any SEBI Order or any other such authority. In the opinion of the Board Mrs.Anita Jain fulfill the conditions specified in the Act and the criteria of IndependentDirector in terms of the provisions of Section 149 of the Companies Act 2013 andRegulation 16(1)(b) of SEBI Listing Obligations and Disclosure Requirements) Regulations2015 and she is independent of the management. On the basis of Performance evaluation andon the recommendation of the Nomination and Remuneration Committee the Board of Directorsrecommends to the Shareholders that the association of Mrs. Anita Jain would be beneficialto the Company based on her performance evaluation considering her knowledge backgroundextensive experience and contributions made during her tenure and it is desirable tore-appoint her as NonExecutive Independent Director of the Company for second term of fiveconsecutive years.

The Shareholders in their Annual General Meeting held on 17th September2019 appointed Mr. Harbans Lal (DIN: 00076405) as Non-Executive Independent Director ofthe Company for a term of five (5) consecutive years with effect from 17thSeptember 2019 to 16th September 2024 pursuant to the provisions of Sections149 150 152 and other applicable provisions if any of the Companies Act 2013(‘the Act') and the rules made there-under (including any statutory modification(s)or re-enactment thereof for the time being in force) read with Schedule IV to the ActRegulation 17(1A) and other applicable provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended.

Mr. Himanshu Kansal has been appointed as the Chief Financial Officer (CFO) being theKey Managerial Personnel (KMP) of the Company with effect from 27th May 2019. He is aChartered Accountant (CA) having 19 years of experience in Accounts & Finance Auditsand Management Assurance Services.

The information on the Particulars of Director eligible for Appointment /Re-appointment in terms of Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Secretarial Standard - 2 issued by the Institute ofCompany Secretaries of India has been provided in the Notes to the Notice convening theAnnual General Meeting.

(b) Declaration from Independent Directors

Mr. Raj Kumar Bhargava Mr. Ramesh Chandra Sharma Mr. Harbans Lal and Mrs. Anita Jainare Non-Executive Independent Directors on the Board of the Company. The Company hasreceived declarations from all the Independent Director(s) confirming that they meet withthe criteria of Independence as prescribed both under Section 149(6) of the Companies Act2013 and under Regulation 16(1)(b) 25 of the SEBI (Listing Obligations and DisclosureRequirements) 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 atSenior Management level considering their qualification experience and integrity.

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

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

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

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

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

• Evaluation of performance of the Board its committees individual directors andSenior Management Personnel on yearly basis.

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

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

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

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

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

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

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

* Executive Directors / Managing Director are paid remuneration as per applicableprovisions of the Companies Act 2013 and rules made there under.

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

Following changes were made in the Nomination and Remuneration Policy of the Companyduring the Financial Year 2019-2020 as per the provisions of SEBI (Listing Obligations andDisclosure 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 who aremembers of the core management team excluding Board of Directors comprising all members ofmanagement one level below the chief executive officer / managing director / whole timedirector / manager (including chief executive officer / manager in case they are not partof the board) and shall specifically include company secretary and chief financialofficer.

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

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

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

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

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

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

The complete Nomination and Remuneration Policy of the Company

is available on the website of the Company having following web link

http://www.hbportfolio.com/PdfFiles/NRC.pdf

(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 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; 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. Anil Goyal Managing Director (Executive) 15.31 Nil
2. Mr. Lalit Bhasin Director (Non-Executive) N.A N.A
3. Mr. Jag Mohan Lal Suri Director (Non-Executive) N.A N.A
4. Mr. Raj Kumar Bhargava Director (Non-Executive) N.A N.A
5. Mr. Ramesh Chandra Sharma Director (Non-Executive) N.A N.A

a) Details of top ten employee in terms of remuneration drawn as on 31stMarch 2020:

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

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

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

The Annual Return (Form MGT-7) filed by the Company for FY 2018-19 with the Registrarof Companies is available on the website of the Company having following web linkhttp://www.hbportfolio.com/Annual_Return/index.html DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

Sr. No. Name Category Ratio/Times per Median of employee remuneration % Increase in remuneration
6. Mrs. Anita Jain Director (Non-Executive) N.A N.A
7. Mr. Harbans Lal* Director (Non-Executive) N.A N.A
8. Mr. Dinesh Kapoor Company Secretary 25.00
9. Mr. Himanshu Kansal ** Chief Financial Officer N.A

(*) Appointed w.e.f 17th September 2019 (**) Appointed w.e.f. 27thMay 2019

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 is 5.50%.

(iii) There are six permanent employees on the rolls of the Company as on 31stMarch 2020.

(iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year is 13.72% as compared to thepercentile increase of 25.00% in the managerial remuneration of the Company Secretary.There has been no increase in the remuneration of the Managing Director.

(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 CompaniesAct 2013 read with Rule 5(2) &(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the year ended 31st March 2020:

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: 29th June 2020 DIN: 00002114

 

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. Anil Goyal Managing Director 7360000 Permanent CA 37 20-02-2002 61 HB Leasing and Finance Company Ltd. Nil No
2 Mr. Dinesh Kapoor Company Secretary 2870400 Permanent CS 15 26-02-2014 40 Jtekt Fuji Kiko Automotive Ltd. Nil No
3 Mr. Himanshu Kansal Chief Financial Officer 1846307 Permanent CA 19 27-05-2019 43 ASC Outsourcing Nil No
4 Ms. Renu Gupta Secretary 492300 Permanent BA 34 01-12-2016 59 HB Leasing and Finance Company Ltd. 334 (0.00%) No
5 Mr. Rajkumar Sharma Sr. Secretarial Assistant 469964 Permanent BA (Hons.) 33 01-04-2019 55 HB Stockholdings Ltd. 919 (0.01%) No
6 Mr. Neeraj Gaur Accountant 368640 Permanent B.Com 10 01-04-2019 33 Shree Mansha Tools Nil No

.