The Board of Directors of your Company are pleased to present the 18thAnnual Report of the Hemisphere Properties India Limited (Company/HPIL?)together with the Audited Financial Statements for the financial year ended 31stMarch 2022 and performance of the company other disclosure requirement which form partof the Directors? Report are included in other Section of Annual Report Details oninformation incorporated by reference are generally set out under the relevant topics inthe Directors? Report.
1. Financial Performance & Highlights
|Financial Results ||Financial Year 2021-22 (Rs) ||Financial Year 2020-21 (Rs) |
|Revenue from operations ||- ||- |
|Other income ||31597650.00 ||3649767.00 |
|Total Income ||31597650.00 ||3649767.00 |
|Expenses ||217983785.00 ||104487716.00 |
|Net Profit/Loss (before tax) ||(186386135.00) ||(100837949.00) |
|Current Tax ||- ||- |
|Deferred Tax ||(37781310.00) ||(26304098.00) |
|Net Profit/(Loss) after tax ||(148604824.00) ||(74533850.00) |
1.2 Results of Operations & State of Affairs of the Company
This year your Company recorded net loss of ?1486.05 lakhs as againstthe loss of ? 745.34 lakhs during the previous financial year. The Company is in loss dueto steady revenue generation in the Company. The loss is doubled due to increase inmobilization of funds to initiate the operations of Company. The detailed expendituresincurred during the year can be seen on the Financial statements annexed to this report.
The Company has initiated the several plans to generate revenues fromoperations on the land of Company of total 739.69 acres located in 4 states and 5locations in India. We assures that these resources will be utilized at its bestcapabilities.
2. Business Performance
The objective of is to construct acquire hold manage developadminister protect reserve and to deal in any other manner with properties includingsale and purchase thereof whether such properties are in the nature of land or building(semi-constructed or fully constructed) or partially land and partially buildingsanywhere in India. The intent of incorporation of your Company is to transfer the surplusland of erstwhile Videsh Sanchar Nigam Limited into your Company and develop these landunder the objectives set out Memorandum of Association. After the years approvals and dueprocess the land was finally hived off into Company.
The Company in pursuant to the order passed by National Company LawTribunal and Ministry of Corporate Affairs in August 2019 transferred with the 739.69acres of land located in Delhi Pune Chennai and Kolkata.
During the period under review the Company floated the Expression ofInterest for Data Centre(s) on Chattarpur & Chennai Land parcels of Company of 58acres & 53.04 acres respectively. The few Companies showed the interest to collaboratewith Company and further for ascertaining the feasibility it was agreed by the Managementto conduct Due Diligence of Pune Kolkata Chennai Chattarpur & Greater Kailash.
NBCC (India) Ltd was engaged for conducting due diligence of all landparcel. It was recommended in the report that having data centre on Chattarpur &Chennai Land parcels may not the best revenue model due to various challenges.
The Board based on the recommendations in Due Diligence report furtheradvertised to ascertain the market demand of farmhouses in Chattarpur land parcel of 58acres. The Company received over 100 online applications both individuals and bodycorporate who are willing to buy plots for Farmhouses purpose.
The Management is dedicatedly focusing on pre-requisite activities suchas Demarcations; Mutations of land parcel approvals from various Authorities Departmentsand alignment in land use to fulfil the requirement of Farmhouses.
Simultaneously the similar activities for Pune Chennai GreaterKailash and Chennai are in process and some of the application of mutation is in finalphases.
The major Challenge faced by Company in the period under review isdemarcation and mutation applications filed with the Revenue Authorities and impact ofCovid-19 due to which majority of offices are restricted to approach for few months ofprevious financial year. The Company is also planning to lease out/developing someportions of land of Pune which is of 524 acres and few of the proposal is underevaluation.
The Company during period under review has raised approx. ? 140.00crore by way of loan and issuance of Non-Cumulative Redeemable Preference Shares toPresident of India acting through Ministry of Housing & Urban Affairs.
As on date the Company has conducted the valuation of land parcels ofCompany through certified Registered Valuers. It is informed that the rate is as per thefair market value based on various approved valuation approaches. The valuation is asunder:
|S.No. Land details ||Valuation Technique ||Fair Value (Rs in crores) |
|1 Padianullar Chennai ||Residual Approach ||417.16 |
|2 Halisahar Kolkata ||Residual Approach ||90.25 |
|3 Dighi Pune ||Residual Approach ||2263.99 |
|4 Greater Kailash New Delhi ||Residual Approach ||7101.94 |
|5 Chattarpur New Delhi ||Residual Approach ||728.63 |
3. Impact of Pandemic COVID-19
During the unfortunate waves of mutant variant of Corona virus in Indiahas severely affected the lives of the Indians and Global citizens. The world suffered agreat loss of lives of their near and dear ones. The Company has adopted measures tocontrol the spread of virus to protect the health of employees and related offices. Thepandemic impacted the operations slightly due to which the work with local GovernmentDepartment is behind the schedule. The work from home culture is also inculcated alsosocial distancing minimum use of paper was promoted in the Company.
4. Transfer To Reserves
During the year under review no amount has been transferred to GeneralReserve.
Due to losses incurred by the company the directors do not recommendany dividend payable to the shareholders for the year ended March 31 2022.
6. Capital Structure
As on March 31 2022 the authorized share capital of the Company was ?100000000000 (Rupees Ten Thousand Crores only) of ? 10/- (Rupees 10)each under which9000000000 (Nine Hundred Crore) are Equity shares and 1000000000 (One Hundred Crore)Preference shares.
During the year the Paid up Equity share capital was ? 2850000000(Rupees Two Eighty Five Crores only) of 285000000 (Twenty Crore Fifty Lakhs only)equity shares of ? 10/- (Rupees 10)each which is further increased to ? 4150000000(Rupees Four Hundred and Fifteen Crores only) after issuance of 13 crore 0.01%Non-Cumulative Redeemable Preference shares of ? 10 each to the Promoter i.e President ofIndia acting through Ministry of Housing & Urban Affairs in Board meeting held on17.05.2021 and 12.11.2021. The Listed Equity Paid up share capital of Company is ?2850000000 (Rupees Two Eighty Five Crores only) of 285000000 (Twenty Crore FiftyLakhs only) equity shares of ? 10/- (Rupees 10)
Apart from mentioned above There is no other change in the authorizedissued subscribed and paid-up equity share capital of the Company during the year.Further the Company has not issued any shares with differential voting right/ SweatEquity Shares during the year under report.
7. Listing of shares and payment of listing fee
The Company has paid annual listing fee for the financial year 2022-23in respect of its equity shares listed at BSE Limited (BSE) and National Stock Exchange ofIndia Limited (NSE).
8. Transfer of unclaimed Dividend and Shares to Investor Education& Protection Fund
As equity shares of the Company were got listed in October 2020therefore in compliance of the provisions of Section 124 and 125 of the Companies Act2013 Company is not required to transfer any amount of dividend remained unpaid orunclaimed to Investor Education & Protection Fund (IEPF) as a period of 7 years hasnot elapsed from the date it became due for payment. Accordingly no shares were requiredto be transferred to IEPF account.
However the Company allotted shares to IEPF account as per the Schemeof Arrangement and Reconstruction.
9. Contribution to National Exchequer
During the financial year 2021-22 the Company contributed an amount of? 39.27 lakhs to the National Exchequer which included ? 27.22 lakhs towards direct taxesand ?12.04 lakhs towards GST. In the previous financial year the total contribution tothe National Exchequer was ? 44.32 lakhs.
During the year under review your Company has not accepted any depositwithin the meaning of Sections 73 and 74 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.
11. Change in Name of the Company
During the year under review there was no change in the name of theCompany.
12. Change in the Nature of Business
During the year under review there was no change in the nature ofbusiness of the Company.
13. Material Changes and Commitment if any Affecting the FinancialPosition of the Company occurred between the end of the financial year to which thisFinancial Statements relate and the date of the Report
There have been no material changes and commitments which affects thefinancial position of the Company that have occurred between the end of the financialyear to which the financial statements relates and the date of the report.
14. Significant and Material Orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and Company?s Operations in future:
During period under review there was not any significant and materialorders passed by the regulators/courts/ Tribunal.
15. Disinvestment by Government of India
There was not any disinvestment by the Government of India (GOI) in thecompany during the FY 2021-22.The President of India through Ministry of Housing &Urban Affairs is holding as on March 31 2022 was 145696885 equity shares i.e. 51.12%of total paid up equity share capital of the Company.
16. Supplementary Audit of Financial Statements by Comptroller andAuditor General of India (C&AG).
There were no comments issued by the office of the C&AG either onStandalone Financial Statements of the Company for the year 2021-2022 or on supplementaryaudit conducted under section 143(6)(a) [and also read with Sec 129(4)] of the CompaniesAct 2013. The NIL comments issued by CAG on Standalone Financial Statements are annexedwith the report.
17. Management Explanation on Statutory Auditor?s Report
The Statutory Auditors have audited the standalone financial statementsof the Company for the financial year 2021-22 and have given their report without anyqualification reservation adverse remark or disclaimer. However they have drawnattention to certain matters under "Emphasis of Matters" which is reported inAuditors? Report and forming part of this report.
18. Annual Return
In term of provision of Companies Act 2013 as amended the return isavailable on website of Company on https://www.hpil.co.in/annual-report/.
19. Management Discussion and Analysis Report
The Management Discussion and Analysis Report (MDAR) as required underRegulation 34 read with Schedule V to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (LODR?) for the yearunder review is presented in a separate section forming part of the Annual Report asAnnexure I.
20. Details of Subsidiaries Joint Ventures and Associate Companies
The Company does not have any Subsidiary/ Joint Venture/AssociateCompany hence details of financial performance of Subsidiary/ Joint Venture/AssociateCompany is not required to be attached to this report.
21. Directors and Key Managerial Personnel
i. During the period under review following appointment &cessations were made:
|S. Name No ||DIN ||Appointments ||Cessation |
|1. Ms. Priya Mahadevan ||08026476 ||14.06.2021 ||- |
|2. Shri Rajeev Kumar Das ||07730466 ||14.06.2021 ||- |
|3. Shri Ravi Kumar Arora ||09217881 ||28.06.2021 ||- |
|4. Shri Amit Kataria ||06927158 ||- ||12.10.2021 |
|5. Dr. Madhu Rani Teotia ||09352906 ||12.10.2021 ||- |
|6. Dr. Sunita Chandra ||09415680 ||29.11.2021 ||- |
|7. Shri G R Kanakavidu ||09471091 ||20.01.2022 ||- |
The Strength of Board of Directors of the Company as on March 31 2022was 8 (eight) Directors comprising of 6 (Executive & Non-Executive Director) and 2Non-Executive Independent Directors.
All the Directors on the Board are appointed by Ministry ofHousing & Urban Affairs.
In accordance with the Order of Ministry of Housing & UrbanAffairs Shri. Amit Kataria ceased to be Director of the Company and Dr. Madhu Rani Teotiawas appointed as Director effective from 12.10.2021.
The Administrative Ministry vide order dated 29.11.2021 &20.01.2022 appointed Dr. Sunita Chandra & Shri G R Kanankavidu as Non-OfficialIndependent Director on the Board of Company and same was taken on record by the Board.The Independent Director in the opinion of the Board appointed during the FY 2021-22possess integrity requisite expertise and experience.
ii. Retirement of Directors by Rotation:
As per the Companies Act 2013 the provisions in respect of retirementof Directors by rotation will not be applicable to Independent Directors and as perArticles of Association of Company the Chairman also not liable to retire by rotation inview of this Independent Director & CMD is not considered to be retiring by rotationbut all other directors will be retiring by rotation. Accordingly one third among allother directors are liable to retire by rotation and being eligible offer themselves forreappointment.
iii. Details of Key Managerial Personnel
The following are the Key Managerial Personnel of the Company for theFY 2021-22 are:
| Ms. D Thara ||Chairperson & Managing Director |
| Sh. Bhavesh Singla ||Chief Financial Officer |
| Ms Lubna ||Company Secretary |
The Company conducted special Board session for the Directors to keepthem abreast of the latest insights into the industry and also share the future strategy.The session was very insightful and the Board reciprocated with key insights of futuregoals.
22. Declaration by Independent Directors and Meeting of IndependentDirectors
All Independent Directors of your Company have confirmed that they meetthe criteria of Independence as prescribed under both the Companies Act 2013 and the SEBIListing Regulations. The Independent Directors have also confirmed that they have compliedwith
the "Code of Business Conduct and Ethics for Board Members andSenior Management" of the Company. A Separate Meeting of Independent Directors inaccordance with the provisions of the Companies Act 2013 was held on 11 February 2022and all the Independent Directors were present.
23. Training of Directors
Your Company undertakes on-boarding training for its IndependentDirectors to initiate them to the organization and its various operations includingstrategy organization structure human resource technology risk management etc.
During the FY 2021-22 Your Company has conducted the familiarizationprogramme and provided them outbound trainings to make them abreast about the latestdevelopments in Corporate Governance to gain deeper insights into their roles andResponsibilities.
The company has made the arrangement for internal training/outboundtrainings of Independent Directors. The Company?s website www.hpil.co.in.
24. Business Responsibility Report
The Listing Regulations mandates the inclusion of the BRR as part ofthe Annual Report for the top 1000 listed entities based on market capitalization. Incompliance with the Listing Regulations we have integrated BRR disclosures into ourAnnual Report as Annexure II.
25. Number of Meetings of the Board Of Directors
Meetings of the Board were held 7 (Seven) times during the financialyear 2021-22. For further details of the number and dates of meetings of the Board thereofheld during the financial year 2021-22 indicating the number of meetings attended by eachDirector please refer to the Report on Corporate Governance as Annexure III which formspart of this Report.
26. Evaluation of Board of Directors/Independent Directors
As per the statutory provisions a listed company is required todisclose in its Board?s Report a statement indicating the manner in which formalannual evaluation of the performance of the Board its Committees and individual Directorshas been made and the criteria for performance evaluation of its Independent Directors aslaid down by the Nomination and Remuneration Committee.
However the Ministry of Corporate Affairs vide its notification datedJune 5 2015 has inter alia exempted Government companies from the above requirement incase the Directors are evaluated by the Ministry or Department of the Central Governmentwhich is administratively in charge of the company as per its own evaluation methodology.Further MCA vide notification dated July 5 2017 also prescribed that the provisionsrelating to review of performance of Independent Directors and evaluation mechanismprescribed in Schedule IV of the Companies Act 2013 is not applicable to Governmentcompanies.
Accordingly Further in line with above exemptions Sub-Sections (2)(3) & (4) of Sec. 178 regarding appointment performance evaluation and remunerationshall not apply to Directors of Government Companies the Company is inter-alia exemptedin terms of the above notifications as the evaluation of performance of all members ofthe Board of the Company is being done by the Administrative Ministry.
27. Committees of the Board
During the period under review the Company has following Committee(s)of the Board of Directors which were reconstituted from time to time to comply with theapplicable provisions :
i. Audit Committee
ii. Nomination & Remuneration Committee.
iii. Stakeholder & Relationship Committee.
iv. Risk Management Committee
The Details of Committee the Constitution and composition ofCommittees applicable as per Companies Act 2013 and SEBI (LODR) 2015.Please refer to theReport on Corporate Governance as Annexure III which forms part of this Report.
28. Vigil Mechanism/Whistle Blower Policy
The Company has in place a "Whistle Blower Policy" incompliance of the provisions of the Companies Act 2013 SEBI LODR Regulations and DPEGuidelines on Corporate Governance. The Whistle Blower Policy enables and ensurestransparency in functioning of Company and it enables the employee to bring notice of suchincidents and activities those are the violation of any policies of Company. It alsoprovides safety for the protection to the complainant from victimization for whistling anyviolations and malpractices in the Company. This vigil mechanism enables the employees andDirectors of Company to raise the concern where there is reason to believe that there hasbeen serious malpractice fraud impropriety abuse or wrong doing within the Company. Thepolicy on Whistle Blower Policy can be accessed at website of the Company onwww.hpil.co.in.
29. Corporate Social Responsibility (CSR)
The provisions of Companies Act 2013 for Corporate SocialResponsibility are not applicable on the Company and accordingly policies and initiativesare not applicable.
30. Internal financial controls with reference to Financial Statements
Your Company has adequate Internal Financial Controls (IFC) system forensuring the orderly and efficient conduct of its business adherence with the laid downpolicies procedures safeguard of assets of the Company prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information commensurate with the operations of theCompany.
Your Company is committed to ensure that its operations are carried outwithin a well- defined internal control framework good governance robust systems andprocesses a vigilant finance function and an independent Internal Audit function are thefoundations of the internal control systems.
The Company has in place adequate internal financial control withreference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operation was noticed.
The Internal Financial Controls of the Company were reviewed byInternal Auditors appointed. According to them the Company has in all material respectslaid down internal financial controls (including operational controls) and that suchcontrols are adequate and operating effectively during the year ended 31stMarch 2022.
31. Certificate on Corporate Governance
As per regulation 34(3) of the SEBI (LODR) Regulations 2015 and DPEguidelines a separate section on Corporate Governance practices followed by your Companytogether with a certificate from Rahul Chaudhary & Associates Company Secretaries inPractice on compliance with the Corporate Governance norms is annexed and forms part tothis report
32. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo
During period under review There are no significant particularsrelating to conservation of energy and technology absorption as your Company does not ownany manufacturing unit/ facility however energy conscious organization has taken variousinitiatives in the direction of energy conservation on a continuous basis. Further theCompany has neither absorbed any technology indigenous/ imported during the year norimported any technology during the last three years.
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts)Rules 2014 is given in this report.
33. Particulars of Loans Guarantees or Investments
The Company has not made any investment given guarantee and securitiesduring the year under review. Therefore the relevant section 186 of Companies Act 2013is not applicable during period under review.
34. Contracts and Arrangements with Related Parties
During the year under review the Company have entered with the relatedparty on arm length basis and in ordinary course of business only and are not material innature. The details of which are mentioned in the financial statement of the Companyforming part of this report.
The policy on materiality of related party transactions is available onthe Company?s website at the linkhttps://www.hpil.co.in/wp-content/uploads/2022/07/POLICY-TO-DETERMINE-MATERIALITY-OF-EVENT.pdf.
All related party transactions that were entered into during thefinancial year ended 31st March 2022 were at an arm?s length basis and in theordinary course of business. Therefore the provisions of Section 188 of the CompaniesAct 2013 were not attracted. However the disclosure of transactions with related partyfor the year as per IND Accounting Standard-24 Related Party Disclosures is mentioned innotes of Financial Statements as on 31st March 2022. Accordingly particulars of RelatedParty Transactions entered with related parties on arm length basis required to bedisclosed in Form AOC-2 is forming part of this report.
35. Risk Management
The Company identified that it is exposed to various unseen risks anduncertainties which are built-in for Realty estate Companies. The Company has riskmanagement committee to identify the external and internal risks which may impact the dayto day and future objectives of Company.
Risk management forms an integral part of the business planning andreview cycle. The Company?s risk management initiatives are designed to overview themain risks known to your Company which could hinder it in achieving its strategic andfinancial business objectives. The objectives are met by integrating management controlinto the daily operations by ensuring compliance with legal requirements and bysafeguarding the integrity of the Company?s financial reporting and its relateddisclosures like businesses objectives revenues income assets liquidity or capitalresources. The risk factors are specified in Management Discussion and Analysis Report.
i. Risk Management Committee
As per the requirement of SEBI (LODR) Regulations 2015 the Company ishaving a Board level Risk Management Committee. The particulars of Committee its terms ofreference meetings held etc. are stated in the Corporate Governance Report forming partof this Report. The Company has a well laid down Risk Management system to identifyevaluate risks and opportunities. The said system seeks to create transparency minimizeadverse impact on the business objectives and enhance the Company?s competitiveadvantage. The risk management system defines the risk management approach across theenterprise in various business activities. The risk factors helps in Company?sfunctioning and the Board of Directors are being regularly apprised about the status ofvarious risk elements and the mitigation plans for the same.
The Company in the Board Meeting held on 17.05.2021 constituted theRisk Management Committee (RMC) of the Company .The key function of the RMC is to monitorvarious risks and also to suggest action for mitigation of risks arising in the operationand other related matters of the Company.
- The Company has identified its various risks and has takenappropriate steps to mitigate them. The Role & Responsibility of Committed discussedare as under:
- To assess the Company?s risk profile and key areas of riskassociated functioning of Company .
- To recommend the Board and adoption of risk assessment and procedurefor minimization of risk.
- To articulate the Company?s policy for the oversight andmanagement of business risks.
- To examine and determine the sufficiency of the Company?sinternal processes for reporting on and managing key risk areas.
- To assess and recommend the Board acceptable levels of risk.
- To develop and implement a risk management framework and internalcontrol system.
- To review the nature and level of insurance coverage if any..
- To have special investigations into areas of corporate risk andbreak-downs in internal control.
- To set appropriate risk management measures to cope with differentsituations
- To review the adequacy and effectiveness of risk management policyand system as well as the compliance with the established policy.
- To report regularly to the Board of Directors about the managementoperation risk status changes and areas of improvement to ensure the compliance with theCompany?s policy and strategy.
- To appoint a risk management working group as necessary.
- To provide the risk management working group with necessary factorssuch as personnel budget and other resources as per the scope of their responsibilities.
- To exercise oversight of management?s responsibilities andreview the risk profile of the organization to ensure that risk is not higher than therisk appetite determined by the board.
- To ensure that the Company is taking appropriate measures to achieveprudent balance between risk and reward in both ongoing and new business activities.
- To assist the Board in setting risk strategies policies frameworksmodels and procedures in liaison with management and in the discharge of its dutiesrelating to corporate accountability and associated risk in terms of management assuranceand reporting.
- To review and assess the quality integrity and effectiveness of therisk management systems and ensure that the risk policies and strategies are effectivelymanaged.
- To review and assess the nature role responsibility and authorityof the risk management function within the Company and outline the scope of riskmanagement work.
- To ensure that the Company has implemented an effective ongoingprocess to identify risk to measure its potential impact against a broad set ofassumptions and then to activate what is necessary to pro-actively manage these risks andto decide the Company?s appetite or tolerance for risk.
- To ensure that a systematic documented assessment of the processesand outcomes surrounding key risks is undertaken at least annually for the purpose ofmaking its public statement on risk management including internal control.
- To oversee formal reviews of activities associated with theeffectiveness of risk management and internal control processes. A comprehensive system ofcontrol should be established to ensure that risks are mitigated and that theCompany?s objectives are attained.
- To review processes and procedures to ensure the effectiveness ofinternal systems of control so that decision-making capability and accuracy of reportingand financial results are always maintained at an optimal level.
- To monitor external developments relating to the practice ofcorporate accountability and the reporting of specifically associated risk includingemerging and prospective impacts.
- To provide an independent and objective oversight and view of theinformation presented by the management on corporate accountability and specificallyassociated risk also taking account of reports by the Audit Committee to the Board on allcategories of identified risks facing by the Company.
- To review the risk bearing capacity of the Company in light of itsreserves insurance coverage guarantee funds or other such financial structures.
- To fulfill its statutory fiduciary and regulatory responsibilities.
- To ensure that the risk awareness culture is pervasive throughout theorganization.
- To review issues raised by Internal Audit that impact the riskmanagement framework.
- To ensure that infrastructure resources and systems are in place forrisk management is adequate to maintain a satisfactory level of risk managementdiscipline.
- Perform other activities related to risk management as requested bythe Board of Directors or to address issues related to any significant subject within itsterm of reference.
- The Committee has powers to seek information from any employeeobtain outside legal or other professional advice and secure attendance of outsiders withrelevant expertise if it considers necessary
- To Monitor and issues related to cyber securities.
36. Directors Responsibility Statement
As required under Section 134(5) of the Companies Act 2013 yourDirectors to the best of their knowledge confirm that:-
(i) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;
(ii) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(iii) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(iv) The directors have prepared the annual accounts on a going concernbasis;
(v) The directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
(vi) The directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
37. Report on Corporate Governance
The Company is fully committed to promote and establish a fairtransparent and ethical system of Corporate Governance. The Company ensures transparencyin all its operations with special emphasis on financial prudence accountability andensuring customers/stakeholder?s satisfaction. As per requirements of the SEBI (LODR)Regulations 2015 and DPE guidelines on Corporate Governance a report on CorporateGovernance is made part of the Director?s Report as Annexure III.
The Comptroller and Auditor General of India under Companies Act 2013appointed 2021- 22 M/s Dhruv Aggarwal & Co LLP (FRN N500365/ 005469N) StatutoryAuditors of your Company for the financial year 2021-22 by the Comptroller & AuditorGeneral (C&AG) of India. The Statutory Auditors have audited the Financial Statementsof the Company for the financial year ended March 31 2022. The notes on the financialstatements referred to in the Auditors? Report are self-explanatory and do not callfor any further comments.
Further the Statutory Auditors for the financial year 2022-23 M/sDhruv Aggarwal & Co LLP is appointed by the Comptroller & Auditor General(C&AG) of India.
Reporting of frauds by Auditors
During the year under review no fraud has been reported by theAuditors under section 143(12) of the Companies Act 2013 read with Rule 13 of theCompanies (Audit and Auditors) Amendment Rules 2015
The Cost audit of the Company has not been conducted for the financialyear 2021 -22 as provisions of Section 148 of the Companies Act 2013 are not applicableon the Company.
M/s Hemant Singh & Associates Company Secretaries (Certificate ofPractice No. 6370) New Delhi were appointed as Secretarial Auditors for carrying outSecretarial Audit of the Company for the financial year 2021-22. In terms of Section 204of the Companies Act 2013 and Rules made thereunder they have issued Secretarial AuditReport for the financial year 2021-22 and the same is annexed to this Report
39. Management?s Comments on the Auditors? Report
The Statutory Auditors have audited the standalone financial statementsof the Company for financial year 2021-22 and have given their reports without anyqualification reservation adverse remark or disclaimer. The Auditors? Report(s) areforming part of this Annual Report.
The Secretarial Auditors of the Company have given an unqualifiedreport for the financial year 2021-22. However they have certain observations relating tocomposition of the Board and its Committees. The management?s reply to theobservations of the Secretarial Auditors is as under:
|Observation of Secretarial Auditors ||Management?s Reply |
|1. The Company was not in compliance with the provisions of section 149 of the Companies Act 2013 read with Regulation 17 of the SEBI (LODR) in respect of the appointment of requisite number of Independent Directors including a Woman Independent Director as the Board had a total of two Independent Directors against the requirement of four Independent Directors (one Independent Women Director appointed on November 29 2021 and another Independent Director appointed on January 20 2022). ||HPIL is a Government Company and the power to appoint Directors on the Board of the Company vests with the President of India acting through the Administrative Ministry i.e. the Ministry of Housing & Urban Affairs Government of India. For part of the year the Company did not have the Independent Directors on the Board of Directors until 29th November2021 and January 20 2022 when two Independent Directors were appointed out of which one is Woman Independent Director. For part of year the composition of Committee(s) were not in compliance with the SEBI Listing Regulations. |
|2. The Company was not in compliance with rule 4 of the Companies(Appointment and Qualification of Directors) Rules 2014 till January 20 2022. ||Accordingly as on March 31 2022 the composition of Board which require presence of at least half of the strength of Independent Directors was not in conformity with the applicable statutory provisions. The Company has time again requested the Administrative Ministry for appointing requisite number of Independent Directors The request of Company is under consideration |
|3. The composition chairmanship and quorum of meetings of Audit Committee & Nomination &Remuneration Committee and composition of Stakeholders Relationship Committee were not in compliance with section 177 & 178 of the Companies Act 2013 read with regulation 18 19& 20 of SEBI (LODR) from April 1 2021 till February 11 2022. ||2. The Company due to non appointment of requisite Independent Director on the Board could not maintain the gap in Risk Management Committee. It is assured that the same shall be complied in current financial year. |
|4. The composition of Risk Management Committee was not in compliance with regulation 21(2) of SEBI (LODR) upto February 11 2022 ||3. The Company is considering to comply with the Regulation 25 (10) of SEBI Listing Regulations 2015 and it is assured that the same shall be adhered. |
|5. The Company was not in compliance of Regulation 25(6) of SEBI (LODR) with respect to appointment of Independent Directors within the stipulated time || |
|6. The Company was not in Compliance with Regulation 21(3A) & (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 where the number of meetings and gap between two meetings as stipulated under the said regulation were not complied with accordingly. || |
|7. The Company was not in Compliance with Regulation 25(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and accordingly the Company has not taken D&O insurance for the Independent Directors appointed on the Board of the Company. || |
40. Comments of Comptroller and Auditor General of India (CAG)
The Comptroller & Auditor General (C&AG) of India videletter(s) dated 16 August 2022 has given Nil? comments on the AuditedFinancial Statements of the Company for the year ended March 31 2022 under Section143(6)(a) of the Companies Act 2013. The Comments of C&AG for the financial year2021-22 have been placed along with the report of Statutory Auditors of the Company inthis Annual Report.
41. Compliance with Secretarial Standards
The Company adhered to the provisions of applicable SecretarialStandards I & II during the financial year 2021-22.
42. Code of Business Conduct-Declaration by the Chairman & ManagingDirector (CMD)
Declaration by CMD on compliance of the "Code of Business Conductand Ethics for Board Members and Senior Management" for the year 2021-2022 is placedas Annexure to Corporate Governance Report.
43. CEO/CFO Certification
As required by Regulation 17 (8) of the SEBI (LODR) Regulations 2015the Compliance Certificate as specified in Part B of Schedule II of the said Regulationduly signed by Sh. Bhavesh Singla CFO was placed before the Board of Directors. The sameis enclosed as Annexure of Corporate Governance Report.
44. Prevention Prohibition and Redressal against Harassment of WomenEmployment
As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (Act?) and rules made thereunder.
The Prevention of Sexual Harassment (POSH) do not applicable on yourcompany. However the Company would take every complaint seriously and there are nocomplaints on sexual harassment at workplace received during the period under review.
45. Other Disclosures
a. Buy Back of Securities
The Company has not bought back any of its securities during the yearunder review.
b. Sweat Equity
The Company has not issued any sweat equity shares during the yearunder review.
c. Bonus shares
No bonus shares were issued during the year under review.
d. Employees stock option Plan.
The Company has not provided any stock option scheme to the employees.
e. Insolvency And Bankruptcy Code 2016
No application has been made under the Insolvency and Bankruptcy Code;hence the requirement to disclose the details of application made or any proceedingpending under the Insolvency and Bankruptcy Code 2016 during the year along with theirstatus as at the end of the financial year is not applicable
43. Right to Information
Right to Information (RTI) Act 2005 has empowered the Indian citizento access information from public authorities resulting in transparency andaccountability to the working of the authorities. Your Company has appropriate mechanismto provide information to citizens under the provisions of Right to Information (RTI) Act2005.
The status of RTI received during the year is as follows:
|RTI Application Received ||Rejected ||Information provided ||Returned to Applicant ||Pending Applications |
|1 ||0 ||1 ||0 ||0 |
44. Particular of Employees
As per provisions of section 197 of the Companies Act 2013 read withthe Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 every listed company is required to disclose the ratio of the remuneration of eachdirector to the median employee?s remuneration and such other details as may beprescribed in the Directors? Report. However as per Notification No. GSR 463(E)dated 5th June 2015 issued by the Ministry of Corporate Affairs Government Companies areexempted from complying with provisions of section 197 of the Companies Act 2013.Therefore the Company being a Government Company such particulars are not included aspart of Directors? Report. As on date the Company has 5 (five) full time employeeengaged on contractual basis.
Further the Company being a Central Government Public SectorUndertaking needs to observe/ have Reservation policy for engagement or appointment ofemployees in the Company. However the Company as on date does not have any permanentemployees and in future the reservation policy for various categories such as SC/ST/OBC/PwDs/ Ex- servicemen shall be duly followed.
45. Statutory and Other Information Requirements
Information required to be furnished as per the Companies Act 2013SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and otherapplicable statutory provisions is annexed to this report.
Your Directors also acknowledges gratefully the shareholders for theirsupport and confidence reposed on your Company. The Directors hereby wish to place onrecord their appreciation of the efficient and loyal services rendered by each and everyemployee without whose whole-hearted efforts the overall satisfactory performance wouldnot have been possible. We thank the Government of India Ministry of Corporate AffairsMinistry of Finance the Ministry of Corporate Affairs the Central Board of Direct Taxesthe Central Board of Indirect Taxes and Customs GST authorities the Reserve Bank ofIndia Securities and Exchange Board of India (SEBI) our banker & advisors etc. andlook forward to their continued support. Your Directors look forward to the long termfuture with confidence.
| ||For and on behalf of the Board of Directors of |
| ||Hemisphere Properties India Limited |
| ||Sd/- D Thara ||Sd/- Diwakar Kumar Barnwal |
|Place: New Delhi ||Chairman Managing Director ||Director |
|Date: 10.11.2022 ||(DIN: 01911714) ||(DIN: 08953153) |