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HB Stockholdings Ltd.

BSE: 532216 Sector: Financials
NSE: HBSL ISIN Code: INE550B01022
BSE 00:00 | 27 May 46.10 2.15
(4.89%)
OPEN

43.75

HIGH

46.10

LOW

43.75

NSE 00:00 | 27 May 46.75 2.15
(4.82%)
OPEN

46.80

HIGH

46.80

LOW

44.60

OPEN 43.75
PREVIOUS CLOSE 43.95
VOLUME 1089
52-Week high 77.00
52-Week low 15.50
P/E 2.16
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 43.75
CLOSE 43.95
VOLUME 1089
52-Week high 77.00
52-Week low 15.50
P/E 2.16
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

HB Stockholdings Ltd. (HBSL) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 34th Annual Report together withthe Audited Financial Statement 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 ' Lakh)

Particulars

Standalone

Consolidated

Year Ended 31.03.2021 Year Ended 31.03.2020 Year Ended 31.03.2021 Year Ended 31.03.2020
Interest Income 87.31 184.09 87.31 184.09
Dividend Income 15.53 12.31 15.53 12.31
Net Profit in Equity Derivative trading/ Share Dealing 168.16 168.16
Net gain on fair value change 1048.45 1048.45
Total Revenue from Operations 1319.45 196.40 1319.45 196.40
Other Income 5.71 18.29 5.71 18.29
Total Income 1325.16 215.08 1325.16 215.08
Expenses 147.82 944.05 153.01 949.36
Profit / (Loss) Before Tax 1177.34 (729.36) 1172.15 (734.28)
Tax Expense (3.10) 0.56 (3.10) 0.56
Profit / (Loss) After Tax 1180.44 (729.91) 1175.25 (734.84)
Profit / (Loss) for the year 1180.44 (729.91) 1175.25 (734.84)
Other Comprehensive Income for the year net of tax 1115.17 (3.76) 1115.17 (3.76)
Total Comprehensive Income for the year 2295.61 (733.67) 2290.42 (738.59)

DIVIDEND

In order to conserve resources for the future Directors of your Company do notrecommend any dividend for the financial year ended 31st March 2021.

TRANSFER TO GENERAL RESERVE

The Board of Directors have decided to retain the entire amount of profit for FinancialYear 2020-21 in the in the retained earnings except an amount of Rs. 2.36 crore whichhas been transferred to Statutory Reserve created pursuant to Section 45-IC of the RBIAct 1934. PERFORMANCE REVIEW & OUTLOOK

Equity Market had a roller coaster ride in FY 2020-21. From the lows seen at the end ofFY 201920 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 '71376650/- comprising of 7137665 Equity Shares of ' 10/- each. During the year underreview the Company has not issued any Shares with differential voting rights or grantedstock options sweat equity etc.

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 (4) Board Meetings were convened and held. Thedetails of such meeting(s) are given in the Corporate Governance Report which forms anintegral part of 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 five (5) committees namely Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee and Business 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.

CSR Committee has been dissolved by the Board in its meeting held on 21stJune 2021 and all the functions of the Committee shall be discharged by the Board ofDirectors.

(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 andCompany’s operations 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 costrecords under 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 courseof their Audit

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

(i) Subsidiaries

The Company has following Subsidiary as on 31st March 2021:

Name of the Company

As on 31st March 2021

No. of Shares % of holding
Mount Finance Limited 830006 100.00%

A separate statement containing the salient features of the Financial Statement of theCompany’s Subsidiary is being provided in Form AOC-1 along with Financial Statementsin terms of Section 129(3) of the Companies Act 2013. The Financial Statements of theSubsidiary Company will be made available upon request by any Member of the Companyinterested in obtaining the same. The Financial Statements of the Subsidiary Company willalso 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- link

https://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/index.html

(ii) Joint Ventures

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

(iii) Associate Companies

In terms of Section 2(6) of the Companies Act 2013 the Company is not having anyAssociate Company during the year under review.

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 Auditors confirming compliance(s) forms anintegral part of this report.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provisions of Section 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 followingweb-linkhttps://www.hbstockholdings.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 Section 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 T ransactions 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

https://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/index.htmlCODE 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 as amended from time to time. 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 as per the provisions of theInsider T rading 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 11th 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 linkhttps://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/index.html

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. The Board ofDirectors in their meeting held on 17th May 2014 constituted the InternalComplaint Committee and thereafter re-constituted on 16th June 2020. TheCompany 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. Renu Gupta Member

(iii) Mr. Mahesh Gupta Member (Chief Financial Officer)

(iv) Mr. Rupesh Kumar Member (Company Secretary)*

(* Appointed w.e.f 16lh June 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.

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-linkhttps://www. h bstockholdings.com/I nvestor%20Informati on/CSR/index. html

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

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

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

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

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

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

As per the provision of Section 135 of the Companies Act 2013 every Company havingnet worth of Rs. 500 Crore or more or Turnover of Rs. 1000 Crore or more or a Net Profitof Rs. 5 Crore or more during the immediately preceding financial years is required tospent in every financial year at least two percent (2%) of the average net profits madeduring the three immediately preceding financial year in pursuance of the CSR Policy.

The Net Profit/ (Loss) of the Company for the immediately preceding three (3)consecutive financial years viz. 2019-20 2018-19 and 2017-18 was Rs. (1.19) Crore Rs.1.13 Crore and Rs. 2.44 Crore respectively and Net Worth & Turnover during theimmediately preceding three (3) consecutive financial years was also below the above saidthreshold.

Further pursuant to the provisions of the Rule 3 of Companies (Corporate SocialResponsibility Policy) Rules 2014 every Company which ceases to be a Company coveredunder sub section (1) of Section 135 of the Act for three (3) consecutive financial yearsshall not be required to (a) constitute a CSR Committee; and (b) comply with theprovisions contained in sub-section (2) to (5) of the Section 135 till such time it meetsthe criteria specified in sub-section (1) of Section 135.

As per above the Company ceases to be covered under sub section (1) of section 135 ofthe Act for three (3) consecutive financial years and it is not required to spend 2% ofthe Average Net Profit for the preceding three financial years in the current financialyear.

As per Companies (Corporate Social Responsibility Policy) Amendment Rules 2021 If acompany’s CSR obligation is less than or upto Rs. 50 lakh then the Company shall notbe required to constitute the CSR committee and the board of directors shall discharge allthe function of the CSR committee as prescribed.

Pursuant to abovesaid amended CSR Rules and considering the specified threshold of CSRobligations the Board of Directors in its meeting held on 21st June 2021 hasdissolved the CSR Committee and all the functions of the Committee shall be discharged bythe Board of Directors.

AUDITORS

(i) Statutory Auditors

The Shareholders in the 30th 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 30th Annual General Meetingto the conclusion of 35th Annual General Meeting to be held in the year 2022.

As per the amended provisions of Section 139(1) of the Companies Act 2013 therequirement of ratification of the appointment of Statutory Auditors by members at everygeneral meeting has been omitted.

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

(ii) Internal Auditors

‘Marv & Associates LLP’ Chartered Accountants New Delhi perform theduties of 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.’ 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:

a) The Registrar of Companies NCT of Delhi and Haryana has filed complaint (bearingcase No. CC/612(2019) at District Courts Dwarka New Delhi for alleged violation ofSection I34(3)(o) read with Section 135 of the Companies Act 2013 against the Company andits officers.

The Company has on its own made an application - e-Form RD-1 (SRN 34522995) dated 2ndMarch 2020 for compounding of the offence.

Based on the application dated 2nd March 2020 made by the Company theRegional Director (Northern Region) vide its Order No. RD(NR)/726/DL/COMP/134/R34523258/3522 3523 3524 & 3524 dated 10th September 2020 duiycompounded the said offences.

As the matter has been compounded the Additional Sessions Judge Dwarka Delhi hasdisposed of the case No. CC/612/2019 filed by the Registrar of Companies NCT of Delhi andHaryana vide its orders dated 12th January 2021 and all accused persons havebeen discharged in this case.

b) The National Stock Exchange of India Limited (NSE) has levied a fine of Rs.536900/- for non-compliance with the requirement of composition of the Board (The Boardto have at least six directors with effect from 1st April 2020) as stipulatedby Regulation 17(1)(c) of SEBI (LODR) Regulations 2015. The Company has since compliedwith the requirement of said regulation by appointing Mr. Ashish Kapur as sixth directorw.e.f 23rd July 2020 and paid fine levied by the NSE on 19th November2020.

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.

Mrs. Asha Mehra (DIN: 02658967) aged 80 years has been re-appointed as NonExecutiveIndependent Directors for second term of five consecutive years by passing SpecialResolution in the last Annual General Meeting held on 29th September 2020.

Mr. Ashish Kapur (DIN: 00002320) aged 51 years has been appointed as AdditionalDirector in the category of Non- Executive Non-Independent Director by the board w.e.f 23rdJuly 2020. The Appointment of Mr. Kapur was regularized by the members in the last AnnualGeneral Meeting held on 29th September 2020.

Mr. Rupesh Kumar (M. No. A-43104) has been appointed as the Company Secretary andCompliance Officer being the Key Managerial Personnel of the Company w.e.f. 16thJune 2020 as per the provisions of Section 203 of the Companies Act 2013 and Rule 8 ofthe Companies (Appointment and Remuneration) Rules 2014.

Mr. Jag Mohan Lal Suri Manager (KMP) designated as Executive Director (Operations) ofthe Company has left for his heavenly abode on 14th December 2020.

Mr. Naresh Khanna has been appointed as Manager being the Key Managerial Personnel ofthe Company w.e.f. 07th June 2020 as per the provisions of Section 203 of theCompanies Act 2013 and Rule 8 of the Companies (Appointment and Remuneration) Rules2014.

(b) Declaration from Independent Directors

Mr. Harbans Lal Mr. Gulshan Rai and Mrs. Asha Mehra are Non-Executive Independent

Directors on the Board of the Company. The Company has received declarations from allthe Independent 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 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 theBoard of Directors and the Committees constituted by the Board. The sitting fee for eachmeeting of Board of Directors and the Committee of Directors has been fixed by the Boardof Directors within the overall ceiling laid down under the Companies Act 2013.

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

https://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/index.html

(d) Board Diversity

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

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

(e) Board Evaluation

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

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

The 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. Lalit Bhasin Director (Non-Executive) N.A N.A
2. Mr. Anil Goyal Director (Non-Executive) N.A N.A
3. Mr. Harbans Lal Director (Non-Executive) N.A N.A
4. Mr. Gulshan Rai Director (Non-Executive) N.A N.A
5. Mrs. Asha Mehra Director (Non-Executive) N.A N.A
6. Mr. Mahesh Kumar Gupta Chief Financial Officer No Increase
7. Mr. Rupesh Kumar* Company Secretary NA
8. Mr. Jag Mohan Lal Suri# Manager NA

(*) Appointed as Company Secretary w.e.f 16lh June 2020.

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

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

(ii) There is no increase in the median remuneration in current financial year ascompared to previous financial year.

(iii) There are Seven (7) permanent employees on the rolls of the Company as on 31stMarch 2021.

(iv) Average percentile increases already made in the salaries of employees other thanthe managerial personnel in the last financial year is NIL as compared to the NILpercentile increase made in the managerial remuneration of the KMP.

(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. Name No. Designation Gross Remunera tion received (In Rs.) Nature of Employ-ment Qualifica-tion Experience (In Year) Date of Commence-ment of Employment Age (In Year) 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
Mr. Mahesh Kumar Gupta Chief Financial Officer (KMP) 1710199 Permanent Graduate CMA 31 13-03-1995 52 Hero Cycle Limited No
2 Mr. Rupesh Kumar Company Secretary 649768 Permanent CS 6 13-03-2020 28 Jindal Poly Investment & Finance Co. Ltd. No
3 Mr. Murari Lal Accountant 280080 Permanent M.com 22 04-11-2006 46 Sudesh Soni & Co. (CA Firm) No
4 Mr. Jitendra Kumar Secretarial Assistant 238728 Permanent LLB 14 08-07-2015 41 HB Portfolio Ltd. No
5 Mr. Ganga Singh Rawat Assistant 182467 Permanent Matric 23 01-04-2017 50 QR Properties Pvt. Ltd. No
6 Mr. Naresh Khanna* Vice President- Investments 156250 Permanent B. Com CS Inter 33 22-02-2021 57 Oriental Bank of Commerce No
7 Mr. Prashant Kumar# Officer - Investments 16795 Permanent M.Com 5 15-03-2021 26 Chaudhary Construction Co. Pvt. Ltd. No

Note: There were less than 10 employees whose details are given hereinabove.

(*) Appointed w.e.f 22nd February 2021.

(#) Appointed w.e.f 15th March 2021.

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 linkhttps://www.hbstockholdings.com/Investor%20Information/Annual%20Returns/indexx.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 of
HB Stockholdings Limited
Sd/-
LALIT BHASIN
Place: New Delhi (Chairman)
Date : 21 June 2021 DIN: 00002114

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