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HRB Floriculture Ltd.

BSE: 531724 Sector: Financials
NSE: N.A. ISIN Code: INE284D01016
BSE 05:30 | 01 Jan HRB Floriculture Ltd
NSE 05:30 | 01 Jan HRB Floriculture Ltd

HRB Floriculture Ltd. (HRBFLORICULTURE) - Director Report

Company director report

To

The Shareholders

Your Directors take pleasure to present the 25th Annual Report together withthe Audited Financial Statements of the Company for the Financial Year ended on 31stMarch 2020.

1. Financial Summary

The Company's Financial Performance for the year ended on 31st March 2020is summarized below:

(Amount in Rs.)

Particulars Financial Year 2019-20 Financial Year 2018-19
Net Profit/(Loss) for the year (before depreciation and tax) (1278991) (1057273)
Less: Depreciation/ Amortization 32027 37772
Net Profit/(Loss) for the year (after depreciation before tax) 1311018 (1095045)
Less: - -
Income Tax - -
Deferred Tax (5992) (15764)
Net profit/loss for the year (after depreciation and tax) (1317010) (1110810)
Brought Forward Profit/(Loss) from last year (33306009) (32195198.80)
Depreciation excess claimed - -
Balance as at year end carried over to next year (34623019) (33306007.80)

2. Operations and Company's Affairs:

The Company is mainly engaged in the business of agricultural activities and dealing insecurities market. The Company's financial performance has started dropping 3-4 years ago.The highlights of the Company's performance are as under:-

During the year under review the total income of the company stood at Rs. 11877 asagainst Rs. 12013/- in previous financial year. The Net Loss before Tax is Rs.1311018/- as against loss of Rs. 1095045/- in last financial year and the Net Lossafter Tax is Rs. 1317010/- as against loss of Rs. 1110810/- in the last Financialyear.

The Company's financial position deteriorates during the year as compared to theprevious Financial Year.

However the major population of our country is highly dependent on agriculture sector.The Company is continuously making efforts to improve its condition in future and theGovernment is also launching various new schemes for the benefit of this sector and growthof the people associated with this sector.

3. Dividend

In view of losses incurred during the year your Directors regret their inability torecommend any dividend for the Financial Year 2019-20.

4. Reserves

In view of losses your directors do not propose to transfer any amount to the reservesof the company for the Financial Year ended 31st March 2020.

5. Capital Structure

During the Financial Year 2019-20 there is no change in capital structure of theCompany and paid up share capital of the Company stands at Rs. 22763000/-(Rupees Two Crore Twenty Seven Lakh and Sixty Three Thousand only). The Company has notissued any shares / debentures during the financial year.

6. Material changes and commitments

As required under Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 relating to material changes and commitments your directorsconfirm that there are no such material changes and commitments affecting the financialposition of the company which have occurred between the end of the Financial Year to whichthe financial statements relate till the date of the report.

COVID-19 Pandemic

In the month of March 2020 the outbreak of novel corona virus (COVID 19) developedrapidly and turned into a global crisis. This led to declarations of lockdowns by thegovernments in the countries all over the world. Your Company immediately shifted itsfocus on ensuring the health safety and well-being of all employees. Your Companyprovided the facility of work from home to its employees and even after unlock periodonly 50% staff was called to work in the office premise. Your Company is continuouslytaking all safety measures directed by the Ministry of Health Affairs GOI for thewell-being of all its employees.

7. Human Resources

Human Resources are invaluable assets of the Company. The Organisation takes pride inits human capital which comprises of people from diverse backgrounds and cultures. Inorder to sustain this vital resource the Company continues to build on meritocracy thatwill aid the organisation to be ready to embrace the new competencies for a sustainablefuture.

Various women friendly facilities like flexi-work timing and Anti-Sexual harassmentpolicy has supported the women employees in carrying on with their career along with otherresponsibilities.

Special activities focusing on health well-being and stress-free life is alsoorganised thereby fostering employees personal and professional growth.

8. Directors and Key Managerial Personnel a) Board of Directors

The Board is in a fiduciary position empowered to oversee the management function witha view to ensure its effectiveness and enhancement of stakeholder value. The Board decideson the policies to be implemented across the Company and reviews and monitors itsstrategic direction and annual business plan and business objectives. The Board ofDirectors of the Company consists of eminent persons with considerable professionalexpertise and experience in business and sector of industry finance management andmarketing.

Composition and Category

The composition of the Board of Directors with reference to number of Executive andNon-Executive Directors meets with the requirements of Section 149 of the Companies Act2013 and applicable regulations of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").

As on 31st March 2020 there are six Directors on the Board of Company outof which one is Managing Director two Non-Executive Directors and three IndependentDirectors.

During the year no appointment was made on the Board of the Company.

Retire by Rotation

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Vinod Upadhyaya (DIN:07809571) is retiring by rotation atthis ensuing Annual General Meeting and being eligible for re-appointment seeksre-appointment as Director of the Company. The Board and Nomination and RemunerationCommittee recommended his re-appointment at the ensuing Annual General Meeting.

However at the last Annual General Meeting of the Company held on 25thSeptember 2019 Mrs. Sunita Parwal (DIN:00228289) was liable to retire by rotation andwas re-appointed as Director being eligible for the same.

Woman Director

The Company has Mrs. Sunita Parwal (DIN:00228289) as Woman Director in the Board of theCompany as per the requirement of Section 149 of the Companies Act 2013 read with Rule 3of the Companies (Appointment and Qualification of Directors) Rules 2014.

Independent Directors

The Company duly complies with the provisions of the Section 149 (4) of the CompaniesAct 2013 and the Listing Regulations. The Company presently has on its Board threeIndependent Directors namely:-

1. Mr. Vimal Jugalkishor Chandak (DIN: 02550154)

2. Mr. Ramesh Kumar Somani (DIN: 05297951)

3. Mr. Amit Sharda (DIN: 05297954)

These Independent Directors were appointed on their second term and the tenure of theseIndependent Directors will be 5 years from their date of appointment which is 1stApril 2019 till 31st March 2024. Also Independent Directors are not liableto retire by rotation.

The Company has received declarations from all the Independent Directors of the Companyconfirming:-

• they meet the criteria of independence prescribed under the Act and the ListingRegulations and

• they have registered their names in the Independent Directors' Databank.

The Board of the Company confirms that the Independent Directors have complied with theCode for Independent Directors prescribed in Schedule IV of the Act and also confirms thatthe Independent Directors fulfils the conditions specified in these regulations and areindependent of the management.

The Company has devised the following policies:-

• Terms and Conditions for appointment of Independent Directors available on thefollowing web linkhttps://hrb.co.in/Terms%20&%20Conditions%20for%20Independent%20Directors.pdf.

• Code of Conduct of Independent Directors available on the following web linkhttps://hrb.co.in/COC%20Independent%20Director-converted.pdf.

Following is the composition of the Board of Directors of the Company:-

Name of Directors Category *Directorship held in other Companies as on 31-03-2020 *Committee Membership/ Chairmanship held in other Companies as on 31-03-2020
Mr. Krishan Kumar Parwal Managing Director 2 NIL
DIN:00228200
Mr. Vinod Upadhyaya Non-Executive Director & Chief Financial Officer NIL NIL
DIN: 07809571
Mrs. Sunita Parwal Non-Executive Director 2 NIL
DIN:00228289
Mr. Ramesh Kumar Somani Independent Director NIL NIL
DIN:05297951
Mr. Amit Sharda Independent Director NIL NIL
DIN:05297954
Mr. Vimal Jugalkishor Chandak Independent Director 1 NIL
DIN:02550154

* Includes private and public Companies

Familiarisation Programme for Directors

No familiarisation programme was conducted by the Company during the year as there wasno appointment made during the year. However the programmes organised by the reputedinstitutes were attended by the Directors covering their roles and responsibilities ITrisks Cyber security Compliance and other governance aspects in a Company.

b) No. of Board Meetings

The Board meets at least once in a quarter to review the quarterly results and otheritems on the agenda. During the Financial Year ended on 31st March 2020 theBoard of Directors have duly met 5 (Five) times on 28-05-2019 20-06-2019 13-08-201914-11-2019 & 13-02-2020.

The intervening gap between any two meetings was within the time period and quorum atthese meetings was in conformity with the provisions of the Companies Act 2013 andListing Regulations and the Secretarial Standard-1 on Board Meetings issued by theInstitute of Company Secretaries of India.

The attendance records of the Directors at the Board Meetings & at AGM during theyear ended on 31st March 2020 are as follows:-

Name of Directors Category No. of Board Meetings held No. of Board Meeting attend Attendance at last AGM
Mr. Krishan Kumar Parwal Managing Director 5 5 Yes
DIN:00228200
Mrs. Sunita Parwal Non-Executive Director 5 5 Yes
DIN:00228289
Mr. Ramesh Kumar Somani Independent Director 5 5 Yes
DIN:05297951
Mr. Amit Sharda Independent Director 5 5 Yes
DIN:05297954
Mr. Vimal Jugalkishor Chandak Independent Director 5 5 Yes
DIN:02550154
Mr. Vinod Upadhyaya Non-Executive Director & Chief Financial Officer 5 5 Yes
DIN: 07809571

c) Key Managerial Personnel

The Company duly complies with the provisions of Section 203 of the Companies Act 2013read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. Following are the Key Managerial Personnel (KMP's) in the company:-

Name of Key Managerial Personnel (KMP) Category
Mr. Krishan Kumar Parwal Managing Director
Mr. Vinod Upadhyaya Chief Financial Officer
Ms. Prachee Mathur (With effect from 21-06-2019) Company Secretary
*Ms. Neha Dusad (upto 20-06-2019) Company Secretary

*Ms. Neha Dusad resigned w.e.f. 20-06-2019.

9. Committees of the Board

The Company's governance structure is based on the principles of freedom to theexecutive management within a given framework to ensure that the powers vested in theexecutive management are exercised with due care and responsibility so as to meet theexpectation of all the stakeholders. In line with these principles and the Companies Act2013 the Company has formed following three Committees of Directors which are focused onfinancial reporting audit & internal controls compliance issues appointment andremuneration of Directors and Senior Management Employees and the risk managementframework.

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

Audit Committee

A well-qualified Audit Committee was constituted by the Board. The Committee comprisesof three Independent Directors including the Chairman of the Committee. Mr. Amit Sharda isthe Chairman of the Committee. All the members of the Committee possess sound knowledge onaccounts audit finance internal control etc. The Board has accepted all therecommendations made the Audit Committee during the year. i. Broad terms ofReference

The terms of reference of the Audit Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013 and the Listing Regulations. It inter-alia includesthe following:-

a) the recommendation for appointment remuneration and terms of appointment ofauditors of the company;

b) review and monitor the auditor's independence and performance and effectiveness ofaudit process;

c) examination of the financial statement and the auditors' report thereon;

d) approval or any subsequent modification of transactions of the company with relatedparties;

e) scrutiny of inter-corporate loans and investments;

f) valuation of undertakings or assets of the company wherever it is necessary;

g) evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

ii. Meetings:

During the Financial Year 2019-20 Four (4) Audit Committee Meetings were held i.e. on28-05-2019 13-08-2019 14-11-2019 & 13-02-2020 and not more than one hundred andtwenty days lapsed between two consecutive meetings of the Audit Committee.

The attendance of each committee member of Audit committee is as under:-

Name of Directors Category No. of Committee Meetings held No. of Committee Meeting attend
Mr. Amit Sharda Chairman 4 4
DIN:05297954 Independent Director
Mr. Ramesh Kumar Somani Member 4 4
Independent Director
DIN:05297951
Mr. Vimal Jugalkishor Chandak Member 4 4
DIN:02550154 Independent Director

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted by the Board. The Committeecomprises of three Independent Directors including the Chairman of the Committee. Mr.Vimal Jugalkishor Chandak is the Chairman of the Committee.

i. Terms of Reference:

The Committee is empowered to-

a) Formulate criteria for determining qualifications positive attributes andindependence of Directors and evaluating the performance of the Board of Directors;

b) Identify and assess potential individuals with respect to their expertise skillsattributes personal and professional standing for appointment and re-appointment asDirectors/Independent Directors on the Board and as Key Managerial Personnel;

c) Support Board in evaluation of performance of all the Directors & in annualself-assessment of the Board's overall performance;

d) Conduct Annual performance review of MD and CEO and senior management employees;

e) Formulate a policy relating to remuneration for the Directors Committee and alsothe senior management employees. ii. Meetings:

The Committee met two times during the Financial Year ended on 31st March 2020 on28-05-2019 and 20-06-2019. The attendance of the members at the meeting is as under:-

Name of Directors Category No. of Committee Meetings held No. of Committee Meeting attend
Mr. Vimal Jugalkishor Chandak Chairman 2 2
DIN:02550154 Independent Director
Mr. Ramesh Kumar Somani Member 2 2
DIN:05297951 Independent Director
Mr. Amit Sharda Member 2 2
DIN:05297954 Independent Director

Stakeholders' Relationship Committee:

The Stakeholders Relationship Committee is entrusted with the responsibility ofaddressing the shareholders'/ investors' complaints with respect to transfer transmissionof shares duplicate issuance of share certificate non-receipt of Annual Reportnon-receipt of dividend etc. This committee overlooks the performance of the Registrar andShare Transfer Agent and to recommend measures for overall improvement in the Quality ofInvestor services. The Company has always valued its customer relationships. TheStakeholders Relationship Committee consists of three Independent Directors including theChairman of the Committee. Mr. Ramesh kumar Somani is the Chairman of the Committee.

i. Terms of reference

The Stakeholders' Relationship Committee specifically looks into various issues of the

Shareholders such as registration of transfer of shares issue of share certificatesredressal of shareholders' complaints credit of shares into demat account facilitationof better investor services etc. ii. Meetings:

The Committee met Four (4) times on 28-05-2019 13-08-2019 14-11-2019 and 13-02-2020during the Financial Year ended on 31st March 2020. The attendance of eachmember at the meeting is as under:-

Name of Directors Category No. of Committee Meetings held No. of Committee Meeting attend
Mr. Ramesh Kumar Somani Chairman 4 4
DIN:05297951 Independent Director
Mr. Vimal Jugalkishor Chandak Member 4 4
DIN:02550154 Independent Director
Mr. Amit Sharda Member 4 4
DIN:05297954 Independent Director

10. Formal Annual Evaluation:

i. Of the Board as a whole:

The performance of the Board was evaluated from the reviews/feedback of the directorsthemselves. The broad parameters for reviewing the performance of the Board inter aliacontained the following:-

i. Development of suitable strategies and business plans at appropriate time and itseffectiveness;

ii. Implementation of robust policies and procedures;

iii. Size structure and expertise of the Board;

iv. Oversight of the Financial Reporting Process including Internal Controls;

v. Willingness to spend time and effort to learn about the Company and its business;and

vi. Awareness about the latest developments in the areas such as corporate governanceframework financial reporting industry and market conditions.

ii. Of Individual Director(s):

i. Evaluation of Managing Director / Whole time Director /Executive Director:

The performance evaluation of Managing Director Executive Director of the Company wasdone by all the directors including Independent Directors.

The broad parameters for reviewing the performance were as follows:-

• Achievement of financial/business targets as prescribed by the Board;

• Developing and managing/executing business plans operational plans riskmanagement and financial affairs of the organization;

• Display of leadership qualities i.e. correctly anticipating business trendsopportunities and priorities affecting the Company's prosperity and operations;

• Development of policies and strategic plans aligned with the vision and missionof Company and which harmoniously balance the needs of shareholders clients employeesand other stakeholders;

• Managing relationships with the Board management team regulators bankersindustry representatives and other stakeholders. The Code for Independent Directors alsoprovides that Independent Directors shall review the performance of non-independentDirectors which include Managing Director / Whole time Director/ Executive Director.

In view of this the ID's in their meeting dated 22.02.2016 evaluated the performanceof Non-independent Directors and expressed their pleasure on commendable performance withfuturistic vision of the non-independent directors.

iii. Of Independent Directors

The Schedule IV of the Companies Act 2013 i.e. "Code for IndependentDirectors" provides for the evaluation of Independent Directors.

The parameters of evaluation of Independent Directors:-

i. Exercise of objective independent judgment in the best interest of Company;

ii. Ability to contribute to and monitor corporate governance practice; and

iii. Adherence to the Code of Conduct for Independent Directors.

iv. Of the Committees

The performance of the Committees of the Board was evaluated by the Directors on thebasis of the terms of reference of the Committee being evaluated. The broadparameters/criteria for reviewing the performance of all the Committees inter aliawere:-

i. Discharge of the functions and duties as per the terms of reference;

ii. Process and procedures followed for discharging the functions;

iii. Effectiveness of suggestions and recommendations received;

iv. Size structure and expertise of the Committee; and

v. Conduct of the meetings and procedures followed in this regard.

The Company follows the structure of circulating questionnaires to every Director andtakes into consideration their views for performance evaluation. Further the evaluationof performance of Board its committees and individual directors are carried out by theBoard and the Nomination and Remuneration Committee of the Company. Also the performanceevaluation of Independent Directors is done by the entire Board of Directors excludingthe Director being evaluated.

11. Code of Conduct

The Board has laid down a Code of Conduct for all Board members and senior managementpersonnel of the Company which is available on the following web link of the companyi.e. https://hrb.co.in/Code%20of%20Conduct%20Policy-converted.pdf. All the Board membersand the senior management personnel have affirmed compliance with the Code of Conductduring the year ended on 31st March 2020 and a declaration was also submittedto the Company for compliance of the same.

12. Equal opportunity to the employees

We are committed to provide a work environment that is free from discrimination andharassment for all our employees. The Company is an equal-opportunity employer and makesemployment decisions based on merit and business needs. The Company prohibits harassmentor discrimination of any kind on the grounds of race religion nationality ethnicorigin color gender age citizenship sexual orientation marital status or anydisability not affecting the functional requirements of the position held.

13. Auditors and Auditors' Report

i. Statutory Auditors

At the 22nd Annual General Meeting held on 26th September 2017M/s Gupta Rajiv & Associates Chartered Accountants Jaipur (FRN: 004915C) wereappointed as Statutory Auditors of the Company to hold office till the conclusion of the27th Annual General Meeting of the Company to be held in the year 2022. Theyhave confirmed that they are not disqualified from continuing as Auditors of the Companyalong with a certificate to the effect that they confirm with the limits specified inSection 139 of the Companies Act 2013.

As per the notification issued by the Ministry of Corporate Affairs New Delhi dated 07thMay 2018 now there is no requirement to ratify the appointment of Statutory Auditors bythe members of the Company at every Annual general Meeting of the Company.

Further the Audit Report on the Financial Statements for the financial year ended on31st March 2020 given by M/s Gupta Rajiv & Associates CharteredAccountants Jaipur does not contain any qualification reservation or adverse remark andthe observations of the auditors are self- explanatory and have been explained/ clarifiedwherever necessary in appropriate notes to Accounts and do not call for any furthercomments. Further pursuant to Section 143 (12) of the Companies Act 2013 the StatutoryAuditors of the Company have not reported any instances of frauds committed in the Companyby its officers or employees.

ii. Secretarial Auditors

Pursuant to the requirements of Section 204 of the Companies Act 2013 and theCompanies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. V.M. & Associates (Firm Registration No. P1984RJ039200) CompanySecretaries Jaipur as Secretarial Auditors of the Company to conduct Secretarial Auditfor the Financial Year 2019-20.

The Secretarial Audit Report in form MR-3 for the Financial Year ended on 31stMarch 2020 is annexed to this report as "Annexure-1".

The Management's Reply on the Secretarial Audit Report is as under:-

Observations Management's Reply
1. Company has not paid annual listing fees to the Stock Exchanges. The Company has made an application for delisting of its shares in April 2017 to BSE and continuously sending reminders thereafter for the same. The Company has also provided the written confirmation of compulsory delisting to BSE. The matter is pending at the end of BSE and that is the reason the Company has not paid listing fees to BSE.
2. Company has been suspended from BSE Limited due to penal reasons. The Company has made several applications for Delisting to BSE but BSE is delaying the matter since 2017.

Further the Board of Directors of the Company in its meeting held on 23rdJune 2020 have further re-appointed M/s V.M. & Associates (Firm Registration No.P1984RJ039200) Company Secretaries Jaipur as Secretarial Auditors of the Company toconduct Secretarial Audit for the Financial Year 2020-21 after getting the receipt ofeligibility certificate and written consent dated 20th May 2020 from M/s V.M.& Associates for the same. Also the Secretarial Auditors of the Company have notreported any instances of frauds committed in the Company by its officers or employees.

iii. Internal Auditors

Pursuant to the provisions of Section 138 of Companies Act 2013 read with TheCompanies (Audit and Auditors) Rules 2014 every Listed Company is required to appoint anInternal Auditor or a firm of Internal Auditors to carry out Internal Audit of theCompany.

In consonance with the aforementioned the Board had appointed M/s. C.R. Birla &Co.(FRN: 005189C) Chartered Accountants Jaipur as the Internal Auditors to conduct theInternal Audit of the Company for the Financial Year 2019-20. Accordingly M/s. C.R. Birla& Co. conducted Internal Audit of the Company for the Financial Year 2019-20 andprovided Quarterly Internal Audit Reports during the Financial Year 2019-20. Also theInternal Auditors of the Company have not reported any instances of frauds committed inthe Company by its officers or employees.

The Board of Directors of the Company in its meeting held on 23rd June 2020have re-appointed M/s C.R. Birla & Co. (FRN: 005189C) Chartered Accountants Jaipuras Internal Auditor of the Company for the Financial Year 2020-21 after getting thereceipt of eligibility certificate and written consent dated 20th May 2020from M/s C.R. Birla & Company for the same.

14. Contracts and arrangements with Related Parties

All the Related Party transactions executed during the financial year 2019-20 werecarried out on an Arm's Length basis and/or carried out in the ordinary course ofbusiness.

The disclosure of particulars of contracts/arrangements entered into by the Companywith related parties referred to in sub-section (1) of section 188 of the Companies Act2013 is made in the Form AOC-2 annexed to this report as "Annexure 2".

The policy on Related Party Transactions laid down by the Board of the Company may beaccessed on the following web linkhttps://hrb.co.in/RELATED%20PARTY%20TRANSACTIONS%20POLICY_REVISED(1).pdf.

15. Particulars of loans given investments made guarantees given and securitiesprovided by the Company

During the year under review the company has not provided any loan or given anyguarantee or provided security in connection with a loan nor it has acquired by way ofsubscription purchase or otherwise the securities of any other body corporate.

16. Risk Management Policy

The Audit Committee has also been delegated the responsibility for monitoring andreviewing risk management assessment and minimization procedures developingimplementing and monitoring the risk management plan and identifying reviewing andmitigating all elements of risks which the Company may be exposed to. The Board alsoreviews the risk management assessment and minimization procedures.

The various elements of risk which the Board think that may threaten the existence ofthe Company are:-

a) Financial Risk: Financial risk generally arises due to instability and lossesin the financial market caused by movements in stock prices currencies interest ratesand more.

b) Liquidity Risk: It is the risk that the Company will be unable to meet itsfinancial commitment to a Bank/Financial Institution in any location any currency at anypoint in time. The risk stemming from the lack of marketability of an investment thatcannot be bought or sold quickly enough to prevent or minimize a loss.

c) Credit Risk: The risk of loss of principal or loss of a financial rewardstemming from a borrower's failure to repay a loan or otherwise meet a contractualobligation.

d) Operational Risk: Operational risk is the risk that is not inherent infinancial systematic or market-wide risk. It is the risk remaining after determiningfinancing and systematic risk and includes risks resulting from breakdowns in internalprocedures people and systems.

To overcome such risk the Board has envisaged a Risk Management Policy which coversthe ways and manner through which the Company is coping with these associated risks. ThePolicy gets regularly reviewed by the Board of Directors and altered time to timeaccording to the situations and circumstances.

The Risk Management Policy laid down by the Board of the Company may be accessed on thefollowing web link https://hrb.co.in/RISK%20MANAGEMENT%20POLICY.pdf.

17. Internal Financial Controls

The Company has an Internal Control system commensurate with the size scale andcomplexity of its operation and also has in placed adequate Internal Financial Controlswith reference to financial statements.

The Board appointed M/s C.R. Birla & Co. Chartered Accountants Jaipur (FRN: 005189C)as the Internal Auditor of the Company for the Financial Year 2019-20. To maintain itsobjectivity and independence auditor directly reports to the Chairman of the AuditCommittee of the Company. Further the Statutory Auditors have also in compliance withthe requirements of the Companies Act 2013 issued an opinion with respect to theadequacy of the internal financial controls over financial reporting of the Company andthe operating effectiveness of such controls details of which may be referred to in the

Auditor's Report attached to the Audited Financial Statements of Financial Year2019-20.

18. Particulars of Employees

a) The information in accordance with the provisions of Section 197 (12) of theCompanies Act 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as "Annexure 3" to theBoard's Report.

b) None of the employees of the company was in receipt of the remuneration exceedingthe limits prescribed u/s 197 (12) of the Companies Act 2013 and in terms of rule 5sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the statement showing the names of the employees in terms of remuneration drawnduring the year is as follows:-

Name *Vinod Upadhyaya **Neha Dusad *Prachee Mathur *Sunil Parwal
1 Designation of the employee Chief Financial Officer Company Secretary Company Secretary Accountant
2 Remuneration received Rs. 180000 Rs. 40000 Rs. 140000 Rs. 120000
3 Nature of employment whether contractual or otherwise On roll On roll On roll On roll
4 Qualifications and experience of the employee M.A 10 years CS 1 year CS 1 year B.Com 14 years
5 Date of commencement of employment 22/05/2017 30/05/2018 21/06/2019 06/04/2004
6 The age of such employee 63 years 25 years 25 years 45 years
7 The last employment held by such employee before joining the company Worked in a Private Company. NIL NIL Self- Employed
8 The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above NIL NIL NIL NIL
9 Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager NIL NIL NIL NIL

*The number of employees was 3 on the rolls of the Company as on 31-03-2020. **Ms NehaDusad resigned w.e.f. 20-06-2019.

Notes:

• The Company does not have any pecuniary relationship with any Non-ExecutiveIndependent Directors. • No sitting fee is paid to any of the Directors of theCompany for attending the Board Meeting or the Committee meetings. • Mr. VinodUpadhyaya (Non- Executive Director & CFO) is being paid for holding office in thecapacity of Chief Financial Officer only in the Company.

19. Nomination and Remuneration Policy

Nomination and Remuneration Policy (NR Policy) was formulated by the Company inaccordance with the requirements of the provisions of Section 178 of the Companies Act2013 and Listing Regulations.

The scope and coverage under the Nomination and Remuneration Policy is brieflymentioned in the policy which inter alia includes:- the criteria for appointmentre-appointment and removal of Directors KMP and other senior management in the Companyand also their remuneration; the criteria of performance evaluation of Independent andIndividual Directors of the Company etc. Also during the financial year the Nominationand Remuneration Policy of the Company was amended by the Board of Directors.

The Nomination and Remuneration Policy laid down by the Board of the Company may beaccessed on the following web link https://hrb.co.in/NRC%20Policy.pdf.

20. Whistle Blower Policy / Vigil Mechanism

Whistle Blower Policy/Vigil Mechanism was formulated by the Company as per therequirements of the Companies Act 2013 and Listing Regulations which inter-alia coversthe malpractices and events which can take place/or are suspected to take place fraud orsuspected fraud violation of Company's rules negligence causing danger to public healthand safety misappropriation of monies and other matters or activities on account of whichthe interest of the Company is affected. It also provides adequate safeguards againstvictimisation of Directors/Employees who avail the mechanism and are free to reportviolations of applicable laws and regulations and code of conduct.

All Employees and Directors of the Company are eligible to make Protected Disclosuresto the Chairman of the Audit Committee. Mr. Amit Sharda has been nominated by the Board asombudsperson for this purpose. No employee was denied to directly access the Chairman ofthe Audit Committee during the year. There is no whistle blower event reported during theyear and mechanism is functioning well.

The Whistle Blower Policy and Vigil Mechanism laid down by the Board may be accessed onthe following web link:https://hrb.co.in/WHISTLE%20BLOWER%20POLICY%20&%20VIGIL%20MECHANISM.pdf.

21. Significant and Material Orders passed by Regulators Courts and Tribunals.

During the Financial Year 2019-20 the Company has received one SEBI order in the monthof June 2019 vide order no. WTM/GM/CFD/13/2019-20 dated 10-06-2019 in the matterof non-compliance with the requirement of minimum public shareholding by the Company. TheBoard of Directors of the Company further inform that the above order as received wastimely informed to the BSE pursuant to Regulation 30 of the Listing Regulations.

22. Penalties imposed by Regulators Courts and Tribunals.

During the Financial Year 2019-20 no penalty has been imposed on the Company by any ofthe Regulators Courts or Tribunal.

23. Code of Conduct for Prohibition of Insider Trading

The Company has laid down a policy on Code of Conduct for Prohibition of InsiderTrading pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015.

The Code of Conduct also includes the handling and reporting in case of leakage ofUnpublished Price Sensitive Information of the Company.

Further the Company has made changes time to time in the said policy as per theamendments made by the Securities and Exchange Board of India in SEBI (Prohibition ofInsider Trading) Regulations 2015. All the Directors Designated persons employees andother Connected Persons who could have access to the unpublished price sensitiveinformation of the Company are governed by this code.

The Trading Window was closed from the starting of quarter till 48 hours after thedeclaration of results and occurrence of any material events as per the code. The Code ofConduct for Prohibition of Insider Trading may be accessed on the following web link:https://hrb.co.in/Insider%20Trading%20ammended%20code.pdf.

24. Extract of the Annual Return

Pursuant to Section 134 (3) (a) and Section 92 (3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return as on 31st March 2020 in the prescribed form MGT-9 forms part ofthis report under "Annexure 4" and is also available on the website ofthe Company at https://hrb.co.in/code.html.

25. Particulars with respect of Conservation of Energy Technology Absorption ForeignExchange

Earnings and outgo:

The information regarding conservation of energy technology absorption foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts)Rules 2014 forms part of this report as "Annexure-5".

26. Deposits

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the BalanceSheet within the meaning of Section 73 to 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.

Your Company has taken loan of Rs. 2675000 /- (Rupees Twenty Six Lakh Seventy FiveThousand) from one of the Directors which is covered under the exemptions of Deposits. Youcan also refer "Note No. 10" of the financial Statements attached to thisBoards' Report.

27. Corporate Governance Report

Pursuant to the provisions of Regulation 15 (2) (a) of the Listing Regulationscompliance with the provisions of Regulation 27 is not mandatory in respect of thecompanies having paid up equity share capital not exceeding Rs.10 crore and net worth notexceeding Rs. 25 crore as on the last day of the previous financial year.

Since the Company falls into the ambit of the above mentioned limits compliance withthe provisions of Regulation 27 of the Listing Regulations is not mandatory for theCompany for the time being and consequently the Compliance Report on Corporate Governanceas stipulated under Schedule V of the Listing Regulations does not form part of thisAnnual Report for the Financial Year 2019-20.

28. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 (2) (e)of the Listing Regulations forms part of this report as "Annexure-6".

29. Disclosure under the sexual harassment of women at workplace (PreventionProhibition and

Redressal) Act 2013

Your Company is committed to provide healthy environment to all employees of theCompany and does not tolerate any discrimination and/or harassment in any form. TheCompany has in place an Anti-Sexual Harassment Policy in line with the requirements of theSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2019-20:-

• No. of Complaints received: NIL • No. of Complaints disposed off: NA

30. Company's Other Policies

Your Company strive to conduct its business and strengthen the relationships in amanner that is dignified distinctive and responsible.

Accordingly the Board of Directors have adopted various codes and policies to carryout the duties in an ethical manner. Apart from the Codes/Policies already mentionedabove following are a few more which have been adopted by the Company:-

• Anti-Sexual Harassment Policy.

• Policy for determining materiality of events/information; and •Preservation of Documents & Archival Policy. • Prevention & Utilization ofStationery Policy.

Codes & Policies as above mentioned may be accessed on the Company's website at thelink http://hrb.co.in/code.html

31. Listing on Stock Exchange(s) and Scrip Code(s)

The equity shares of the Company are listed on the BSE Limited.

Stock Exchange ISIN Security Code
BSE Limited (BSE) 14th Floor Phiroze Jeejeebhoy Towers Dalal Street Fort Mumbai- 400 001 INE284D01016 531724

32. Secretarial Standards

During the Financial Year 2019-20 your Company has complied with all the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

33. Directors' Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to

Directors' Responsibility Statement your Directors hereby state and confirm that:-

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

b) the Directors had 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 and loss of the Company for that period;

c) the Directors had 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate & were operatingeffectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

34. Other Disclosures

Other disclosures with respect to Board's Report as required under the Companies Act2013 and the rules notified thereunder are either NIL or NOT APPLICABLE.

35. Acknowledgement

The Board of Directors wishes to place on record its sincere appreciation for dueco-operation received from the Company's Bankers Government Advisors Shareholders etc.The Directors are also thankful to the employees at all levels for their continued supportand committed services.

Registered Office: For and on behalf of the Board of Directors
A-28 Ram Nagar For H R B Floriculture Limited
Shastri Nagar Jaipur - 302016
RAJASTHAN
Place: Jaipur Krishan Kumar Parwal Vinod Upadhyaya
Date: 13-08-2020 Managing Director Director
DIN: 00228200 DIN: 07809571

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