Hindustan Housing Company Ltd.
|BSE: 509650||Sector: Others|
|NSE: N.A.||ISIN Code: INE083O01019|
|BSE 00:00 | 15 Sep||Hindustan Housing Company Ltd|
|NSE 05:30 | 01 Jan||Hindustan Housing Company Ltd|
|BSE: 509650||Sector: Others|
|NSE: N.A.||ISIN Code: INE083O01019|
|BSE 00:00 | 15 Sep||Hindustan Housing Company Ltd|
|NSE 05:30 | 01 Jan||Hindustan Housing Company Ltd|
Your Directors present the Eighty-Fourth Annual Report and Audited Financial Statementsof the Company for the Financial Year ended on 31s( March 2020.
I. Financial Results:
(Amount in Lakhs)
The Board of Directors of the Company do not recommend payment of any dividend onEquity Shares of the Company for the Financial Year ended on 31st March 2020.
3. Transfer to Reserves:
The Board of Directors of the Company has decided not to transfer any amount to theReserves for the year under review.
4. Operations of the Company:
The Company is engaged in the business of providing administrative and allied servicesto Bajaj Croup Entities only.
There was no change in the nature of business of the Company during the year.
The global outbreak of Coronavirus (Covid-19) pandemic is clearly concerning and theBoard of Directors are monitoring the developments very closely. The safety and well-beingof the employees has been the overriding priority The Company ensured that all employeesimmediately moved to work from home. Moreover employees were advised to strictly followthe lockdown guidelines issued by the Central and State Government as well as the LocalMunicipalities.
There was no material adverse impact on the operations of the Company for the financialyear ended on 31s1 March 2020 due to the disruption of the economic andbusiness activities caused by the complete lockdown declared by the Central and the StateGovernment.
The situation is still evolving and the Company will be focusing on profitability overgrowth seeking to conserve cash strengthening collections and reducing overheads.
5. Share Capital:
The paid up Equity Share Capital of the Company was Rs. 608645/- as on 31stMarch 2020. There was no public issue rights issue bonus issue or preferential issueetc. during the year. The Company has not issued any shares with differential votingrights sweat equity shares nor has it granted any stock options during the year.
6. Extract of Annual Return:
An extract of the Annual Return as on 315t March 2020 as provided undersub-section (3) of Section 92 of the Companies Act 2013 in the prescribed Form MGT- 9 isannexed to this Report as Annexure-A and is also placed on the Company's websitewww.Wiclbajaj.com.
7. Number of Meetings of the Board:
During the year 5 (Five) meetings of the Board of the Directors of the Company wereconvened and held.
8. Directors' Responsibility Statement:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the Board of Directors of the Company hereby state and confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made therefrom;
(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 for the financial year ended as at 31stMarch 2020 and of the profit of the Company for the said period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the Directors have 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 are adequate and operating effectively.
9. Details in respect of frauds reported by Auditors under Section 143(12):
During the year under review there were no frauds reported by the Statutory Auditorsor Secretarial Auditor to the Audit Committee or the Board of Directors under Section143(12) of the Companies Act 2013.
10. Declaration of Independence:
The Independent Directors of the Company have submitted their Declaration ofIndependence as required under the provisions of Section 149(7) of the Companies Act2013 stating that they meet the criteria of independence as provided in Section 149(6).
The Ministry of Corporate Affairs vide its Notification dated 22nd October2019 and further amendments issued by it from time to time amended the Companies(Appointment and Qualification of Directors) Rules 2014 by requiring an independentdirector to apply online within 10 months commencing from Is1 December 2019 to the Indian Institute of Corporate Affairs for inclusion of his/her name in the databank for such period till he/she continues to hold office of an independent director inany company. The independent directors were also required to submit a declaration ofcompliance in this regard. Both the Independent Directors of the Company have submittedtheir declarations with respect to the same.
11. Remuneration Policy:
The Board on the recommendation of the Nomination and Remuneration Committee had frameda Remuneration Policy which includes
(a) criteria for determining the qualifications positive attributes and independenceof a director and
(b) matters relating to the remuneration for directors key managerial personnel andother employees. The detailed Remuneration Policy is placed on the Company's websitewww.hhclbajaj.com.
12. Particulars of Loans Guarantees and Investments:
The Company has not given any loans/guarantees to any Body corporate or persons orother entities during the financial year. Information regarding Investments covered underthe provisions of Section 186 of the Companies Act 2013 is given in detail in thefinancial statements annexed to this Report.
13. Related Party Transactions:
There were no related party transactions entered into by the Company during thefinancial year which attracted the provisions of Section 188 of the Companies Act 2013 asall related party transactions that were entered into by tire Company during the year wereon an arm's length basis and were in the ordinary course of the Company's business. Hencethere are no transactions which are required to be disclosed in Form AOC-2.
14. Material Changes and Commitments:
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.
15. Conservation of Energy Technology Absorption to Foreign Exchange Earnings &Outgo:
The Company being a Service Company and not having carried out any manufacturingactivities during the year under review and hence the Directors have nothing to report on'Conservation of Energy1 'Research & Development1 and'Technology Absorption' as required to be given under the provisions of Section 134 of theCompanies Art 2013 read with Rule 8 of the Companies (Accounts) Rules 2014.
Further there were no foreign exchange earnings and/or outgo during the year underreview
Hence Disclosures pertaining to conservation of energy technology absorption foreignexchange earnings and outgo are not applicable to the company during the year underreview.
The Company has not invited accepted or renewed any deposits within the meaning of theprovisions of Sections 2(31) and 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 during the year under review.
17. Significant and Material Orders passed by the Regulators or Courts:
There were no significant and material orders passed by the Regulators and Courts orTribunals during the year under review which would impact the going concern status of theCompany and its future operations.
18. Risk Management Policy:
The Board has laid down procedures for assessing the risk and procedure to be followedfor risk minimization including identification therein of elements of risk which maythreaten the existence of the Company. These are periodically reviewed to ensure thatManagement identifies and controls risk through a properly defined framework.
19. Corporate Social Responsibility:
The Company has not crossed the threshold limits as specified in Section 135 of theCompanies Act 2013. Hence the provisions of Section 135 of the Companies Act 2013relating to CSK activities which need to be undertaken by a Company are not applicable tothis Company.
20. Performance Evaluation of the Board:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance and that of its Committees andindividual Directors. The manner in which such formal annual evaluation was made by theBoard is given below:
Performance Evaluation Criteria for Board Committees of the Board and Directorswere approved by the Board at its meeting held on 27th March 2015.
Based on the said criteria Annual Rating sheets were filled by each of theDirectors with regard to evaluation of performance of the Board its Committees andDirectors (except for the Director being evaluated) for the year under review.
A consolidated summary of the Ratings given by each of the Directors was thenprepared based on which a Report of performance evaluation was prepared by the Chairmanof the Nomination & Remuneration Committee in respect of the performance of the Boardits Committees and Directors during the year under review
The Report of performance evaluation so arrived at was then noted and discussedby the Nomination & Remuneration Committee and Board at their respective meetings heldon 30Lh June 2020.
21. Adequacy of Internal Financial Controls:
Internal financial controls with reference to the financial statements were adequateand operating effectively.
22. Directors and Key Managerial Personnel:
A. Changes in Directors
T. Cessation of Director :
(a) Vinaya Mchrotra (DIN: 00038732) the Non-Executive Independent Director whose firstterm of five years as an independent Director of the Company expired on 4(hFebruary 2020 had expressed his desire not to continue as an Independent Director of theCompany for another term of five years due to his age and health reasons. He hasaccordingly ceased to be a Director of the Company with effect from the close of thebusiness hours of the Company on 4th February 2020 on the expiry of iris firstterm of five years as an Independent Director of the Company.
The Board recorded its sincere appreciation for Iris invaluable guidance services andmentorship during his long association with the Company.
II. Appointment/Re-appointment of Directors:
(a) Mina I Bajaj Executive Director of the Company retires by rotation and beingeligible offers herself for re-appointment. The Board of Directors of the Companyrecommends her reappointment.
(b) In view of his imminent retirement due to the expiry of his first term of fiveyears of Vinaya Mchrotra as an Independent Director of the Company with effect from 4!hFebruary 2020 the Board of Directors of the Company elected/appointed Vinod Nevatia asthe new Chairman of the Board of Directors of the Company with effect from 5thFebruary 2020.
(c) Pursuant to the recommendation of the Nomination and Remuneration Committee theBoard of Directors of the Company at its meeting held on 3rd February 2020appointed Nikhil Tarkas (DIN: 00338087) as an Additional Director (Non-Executive NonIndependent) of the Company with effect from 3rd February 2020 to hold officeuplo the date of this Annual General Meeting of the Company.
B. Changes in Key Managerial Personnel:
Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardof Directors of the Company at its meeting held on 19h September 2019appointed Bhushan Koli as the Company Secretary and Compliance Officer of the Company witheffect from 1st October 2019 in place and stead of Pradeep Dhruva who ceasedto be the Company Secretary and Compliance Officer of the Company with effect from theclose of business hours of the Company on 30th September 2019 on account ofhis retirement from the services of the Company.
Except as stated hereinabove there was no other change in the Directors and KeyManagerial Personnel during the year under review
23. Board of Directors:
As per tire provisions of Section 149 of the Companies Act 2013 read with tire Rulesmade thereunder the Company is required to have at least one third of the total number ofDirectors as Independent Directors and at least one Woman Director on its Board.
As on 31s' March 2020 the Board of Directors of the Company consisted ofFour Directors of whom two were Non-Executive Independent Directors one Executive WomanDirector and one Non-Executive NonIndependent Director as per details given in the tablebelow. The Board has no Institutional Nominee Directors. The Company has a NonExecutiveChairman.
Number of Meetings:
During the FY 2019-2020 the Board met 5 (five) times viz. 20h May 201913h August 2019 19h September 2019 14th November2019 and 3rd February 2020 . The gap between any two meetings has been lessthan one hundred and twenty days
24. Board Committees:
(a) Audit Committee
Pursuant to the Section 177 of the Companies Act 2013 an Audit Committee wasconstituted by the Board of Directors at its meeting held on 5th February 2015and subsequent amendments made in the constitution of the Audit Committee at BoardMeetings held on 13th August 2019 and 3rd February 2020 with thefollowing members:
In view of the retirement of Vinaya Mehrotra as a Director of the Company with effectfrom 4th February 2020 Vinod Nevatia was appointed as the new Chairman of theAudit Committee in place and stead of Vinaya Mehrotra with effect from 5thFebruary 2020.
Rakesh Gupta and Nikhil Tarkas were admitted as members of the Committee with effectfrom l5' September 2019 and 3rd February 2020 respectively.
Number of Meetings:
During the FY 2019-2020 the Board met 4 (four) times viz. 20h May201913th August 201914th November 2019 and 3rdFebruary 2020. The gap between any two meetings has been less than one hundred and twentydays.
Pursuant to the Section 177(9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 a Vigil Mechanism Policy had beenframed and revised by the Board at its meeting held on 30th June 2020. Thepolicy is placed on the website of the Company www.hhclbajaj.com.
(b) Nomination and Remuneration Committee
Pursuant to the Section 178 of the Companies Act 2013 a Nomination and RemunerationCommittee was constituted by the Board at its meeting held on 5th February2015 and subsequent amendments made in constitution of Nomination and RemunerationCommittee at Board Meetings held on 13th August 2019 and 3rd February 2020 with thefollowing members:
Kakesh Gupta was admitted as a member of the Committee with effect from 1*' September2019. In view of the election/appointment of Vinod Nevatia as the new Chairman of theBoard of Directors of the Company with effect from 5th February 2020 RakeshGupta was appointed as the new Chairman of the Nomination and Remuneration Committee inplace and stead of Vinod Nevatia with effect from 5th February 2020.
Nikhil Tarkas was admitted as a member of the Committee with effect from 3rdFebruary 2020.
Number of Meetings:
During the FY 2019-2020 the Board met 3 (three) times viz. 20th May201919"'September 2019 and 3rd February 2020.
25 Presentation of Financial Results:
The financial results of the Company for the financial year ended on 31st March 2020have been disclosed as per Schedule III to the Companies Act 2013.
26 Indian Accounting Standards 2015:
The annexed financial statements comply in all material aspects with Indian AccountingStandards notified under Section 133 of the Companies Act 2013 Companies (IndianAccounting Standards) Rules 2015 and other relevant provisions of the Act.
27. Statutory Disclosures:
Disclosure of Particulars as required to be given under Section 197 of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 are as follows:
(a) The Company pays remuneration to its Executive Director. The Company does not payany remuneration to its Directors except payment of sitting fees for attending meetings ofthe Board of Directors and its Committees as a member thereof. I lowever the ExecutiveDirector is not entitled to payment of any sitting fees for attending any of the meetingsof the Board of Directors and its Committees as a member thereof.
(b) The Company does not pay any remuneration to its CFO as he has been taken ondeputation from a Group Company.
(c) The Company did not have any employee whose particulars are required to be given byit under Rule 5(2) and 5(3) of the aforesaid Rules.
(d) The details of the remuneration paid by the Company to the employees during thefinancial year as required to be given under the provisions of Section 197 (12) of theCompanies Act 2013 read with Rule 5 (1) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 are annexed to this Report as Annexure-B.
A Cash Flow Statement of the Company for the Financial Year 2019-2020 is attached tothe Balance Sheet.
The Company does not have any subsidiaries associates or joint venture companies.
Pursuant to the provisions of Regulation 34 and Schedule V of the SEBI ListingRegulations a Report on Management Discussion and Analysis is annexed to this Report asAnnexure-C.
28. Corporate Governance;
As per Regulation 15 under Chapter IV of the SEBI Listing Regulations provisionsrelating to Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to(i) of sub-regulation (2) of Regulation 46 and Paras C D and E of Schedule V do not applyto the Company as tine paid up equity share capital of the Company did not exceed Rs.10crores and the Net Worth of the Company did not exceed Rs. 25 crores as on 31st March2020.
29. Prevention. Prohibition and Redressal of Sexual Harassment of Women at Workplace:
The Company has complied with the provisions relating to the constitution of theInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
There was no complaint reported during the year under review
30. Investor Education and Protection Fund flEPFl
A. Details of the transfcr/s to the IEPF if any made during the year as mentionedbelow;
i) amount of unclaimed/unpaid dividend and the corresponding shares: Not Applicable;
ii) details of the resultant benefits arising out of shares already transferred to theIEPF : Not Applicable;
iii) year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto theYear and the corresponding shares which are liable to be transferred to the IEPF and thedue dates for such transfer ; There were no unpaid/unclaimed dividend lying in the unpaidaccount upto the end of the financial year on 31s1 March 2020 However thefollowing equity shares corresponding to the unpaid/unclaimed dividends which have beenalready transferred by the Company to the IEPF in the previous years are liable to betransferred by the Company to the IEPF:
B. Details of the Nodal Officer
The Board appointed Vijay Bohra CFO as the Nodal Officer with effect from 1st October2019 for verification of claims and coordination with the Investor Education andProtection Fund Authority
The details of the Nodal Officer are available on the Company's websitewww.hhclbajaj.com.
31. Transfer of Shares to Unclaimed Suspense Account:
Pursuant to the provisions of Regulation 39(4) of the SEB1 Listing Regulations 2015read with Schedule VI thereto the Company had transferred 717 Unclaimed Bonus EquityShares of 23 shareholders of the Company in electronic form to the beneficiary accounttitled 'The Hindustan Housing Company Limited - Unclaimed Suspense Account with StockHolding Corporation of India Ltd. in November 2018.
Since then and during the year under review i.e. FY 2019-2020 no shareholders haveapproached the Company for transfer of shares from the aforesaid suspense account.
Hence the aggregate number of shareholders and the outstanding shares in the suspenseaccount at the end of the year remain the same as stated hereinabove.
The voting rights on these shares shall remain frozen till the rightful owner of suchshares claims the shares.
32. Secretarial Standards of 1CSI:
The Company is in compliance with the Secretarial Standards specified by the Instituteof Company Secretaries of India (ICSI) and approved by the Central Government.
(a) Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethereunder the Members of the Company at the 80th Annual General Meeting ofthe Company held on 2nd September 2016 appointed M/s K. K. Mankeshwar &Co. Chartered Accountants (Firm Registration No. 106009W) as Statutory Auditors of theCompany from the conclusion of the 80lhAnnual General Meeting till theconclusion of the 85h Annual General Meeting covering their second term of 5consecutive years.
The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by the Statutory Auditor.
(b) Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company had appointed M/s Swati Nerurkar & Co. Company Secretaries(ACS No. 18110 CP No. 8193) to undertake the Secretarial Audit of the Company for theFinancial Year 2019-2020. The Secretarial Audit Report for the year under review does notcontain any qualification reservation or adverse remark or disclaimer made by theSecretarial Auditor.
The Secretarial Audit Report in Form MK-3 for the FY 2019-2020 is annexed to thisReport as Annexure-D.
(c) Annual Secretarial Compliance Report:
The Company is not required to submit the Annual Secretarial Compliance Report to BSELtd. as prescribed pursuant to SEBI Circular dated 8th February 2019 as theprovisions relating to the Corporate Governance of the SEBI Listing Regulations are notapplicable to the Company.
(d) Cost Audit:
The requirement of maintenance of Cost Records ns specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to theCompany.
FORM NO. MGT - 9
EXTRACT OF ANNUAL RETURN
as on the financial year ended 31st March 2020
[Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and
Administration) Rules 2014]
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES [No. of Companies forwhich information is being filled)
IV. SHAREHOLDING PATTERN (Equity Share Capital breakup in percentage of Total Equity)
i) Category-wise Shareholding
ii) Shareholding of Promoters-
iii) Change In Promoters' Shareholding (please specify if there is no change)
iv) Shareholding Pattern of top ten Shareholders (Other Ilian Directors Promoters andHolders of GDRs and ADRs)
v) Shareholding of Directors and Key Managerial Personnel
Indebtedness of the Company including outstanding/accrued but not due for payment
VI. REMUNERATION OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole -Time Directors and/ or Manger:
B. Remuneration to other Directors
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER /WTD
VIL PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: