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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

Dear Members

Your Directors take pleasure to present the 24th Annual Report together withthe Audited Financial Statements of the Company for the Financial Year ended on 31stMarch 2019.

1. Financial Summary

The Company s Financial Performance for the year ended 31st March 2019 issummarized below:

(Amount in Rs.)
Particulars Financial Year Financial Year
2018-19 2017-18
Net Profit/(Loss) for the year (before depreciation and tax) (1057273) (6468584.91)
Less: Depreciation/ Amortization 37772 582138.68
Net Profit/(Loss) for the year (after depreciation before tax) (1095045) (7050723.59)
Less:
Income Tax
Deferred Tax (15764) (170507.31)
Net profit/loss for the year (after depreciation and tax) (1110810) (6880216.28)
Brought Forward Profit/(Loss) from last year (32195198.80) (25314982.66)
Depreciation excess claimed - -
Balance as at year end carried over to next year (33306007.80) (32195198.93)

2. Operations and Company s Affairs:

The Company is mainly engaged in the business of agricultural activities and dealing insecurities market. The financial performance of the Company has been dropped since thelast Financial Year.

The highlights of the Company s performance are as under:-

During the year under review the total income of the company stood at Rs. 12013 asagainst Rs. 1289018/- in previous financial year. The Net Loss before Tax is Rs.1095045/- as against loss of Rs. 7050724/- in last financial year and the Net Lossafter Tax is Rs. 1110810/- as against loss of Rs. 6880216/- in the last Financialyear.

The Company s position was not good during the year due to non-availability of funds.

However the major population of the country is highly dependent on agriculturalsector. The Company is continuously making efforts to improve the condition in future andthe Government is also launching various new schemes for the benefit of this sector andgrowth of 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 2018-19.

4. Reserves

In view of losses your directors do not proposes to transfer any amount to thereserves of the company for the Financial Year ended 31st March 2019.

5. Capital Structure

During the Financial Year 2018-19 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 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 of thecompany to which the financial statements relate and the date of the report.

7. 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 Regulation 17 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations).

As on 31st March 2019 there are six Directors on the Board of Company outof which two are Non-Executive Directors three Independent Directors and one ManagingDirector.

The Following appointment on the Board was made during the year:

Mr. Krishan Kumar Parwal was appointed as Managing Director of the Company for a periodof three years from the date of appointment i.e 1st September 2018.

Retire by Rotation

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Sunita Parwal (DIN:00228289) is retiring by rotation atthe ensuing Annual General Meeting and being eligible for re-appointment seeksre-appointment as Director of the Company. The Board and Nomination and RemunerationCommittee recommended her re-appointment at the ensuing Annual General Meeting.

However at the last Annual General Meeting of the Company held on 25.09.2018 Mr.Vinod Upadhyaya (DIN: 07809571) was liable to retire by rotation and was re-appointed asDirector being eligible for the same.

Woman Director

The Company has Mrs. Sunita Parwal (DIN:00228289) as a Woman Director in the Board ofDirectors of the Company as per the requirement of Section 149 of the Companies Act 2013read with Rule 3 of The Companies (Appointment and Qualification of Directors) Rules2014.

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 Jugal Kishor 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 these

Independent Directors will be 5 years from their date of appointment which is 1stApril 2019 till 31st March 2024. Independent Directors are not liable toretire by rotation.

The Company has received necessary declaration from each IndependentDirector of the Company viz Mr. Vimal Jugal Kishor Chandak (DIN: 02550154) Mr. RameshKumar Somani (DIN: 05297951) and Mr. Amit Sharda (DIN: 05297954) as required under Section149(7) of the Companies Act 2013 stating that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 and the Listing Regulations.

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

Name of Directors Category *Directorship held in other Companies as on 31.03.2019 *Committee Membership/ Chairmanship held in other Companies as on 31.03.2019
Mr. Krishan Kumar Parwal Managing Director 2 NIL
DIN:00228200
Mr. Vinod Upadhyaya Non-Executive Diretor & 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 Jugal Kishor Chandak Independent Director 1 NIL
DIN:02550154

* Includes private and public Companies

Familiarisation Programme for Directors

The Company conducted orientation programme for the induction of Directors and duringthe year programme organised by reputed institutes were attended by the Directorscovering their roles and responsibility IT Risks cyber security compliance and othergovernance aspects in the 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 2019 the Board ofDirectors have duly met 4 (Four) times on 29.05.2018 11.08.2018 14.11.2018 and12.02.2019. The intervening gap between any two meetings was within the time period andquorum at these meetings was in conformity with the provisions of the Companies Act 2013and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Secretarial Standard-1 on Board Meetings.

The attendance records of the Directors at the Board Meetings during the year ended on31st March 2019 and at the last AGM is as under:-

Name of Directors Category No. of Board Meetings held No. of Board Meeting attend Attendance at last AGM
Mr. Krishan Kumar Parwal Managing Director& 4 4 Yes
DIN:00228200
Mrs. Sunita Parwal Non-Executive Director 4 4 Yes
DIN:00228289
Mr. Ramesh Kumar Somani Independent Director 4 4 Yes
DIN:05297951
Mr. Amit Sharda Independent Director 4 4 Yes
DIN:05297954
Mr. Vimal Jugal Kishor Independent Director 4 4 Yes
Chandak
DIN:02550154
Mr. Vinod Upadhyaya Non-Executive Director & Chief Financial Officer 4 4 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 Upadhyay Chief Financial Officer
*Mr. Karan Singh Chouhan (12.08.2016-29.05.2018) Company Secretary
**Ms. Neha Dusad (30.05.2018-20.06.2019) Company Secretary
Ms. Prachee Mathur (With effect from 21.06.2019) Company Secretary

*Mr. Karan Singh Chouhan resigned during the year 2018-19.

**Ms. Neha Dusad was appointed during the year 2018-19 and resigned thereafter.

8. 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.

i. Broad terms of Reference

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 2018-19 Four (4) Audit Committee Meetings were held i.e. on29.05.2018 11.08.2018 14.11.2018 and 12.02.2019 and not more than one hundred andtwenty days lapsed between two consecutive meetings of the Audit Committee. The attendanceof each committee members of Audit committee is as under:-

Name of Directors Category No. of Committee Meetings held No. of Committee Meeting attend
Mr. Amit Sharda Chairman Independent Director 4 4
DIN:05297954
Mr. Ramesh Kumar Somani Member 4 4
DIN:05297951 Independent Director
Mr. Vimal Jugal Kishor 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 3 Independent Directors including the Chairman of the Committee. Mr. VimalJugal Kishor 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 2019 on29.05.2018 and 11.08.2018. 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 Jugal Kishor 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 members and all are IndependentDirectors including the Chairman of the Committee. Mr. Ramesh kumar Somani is the Chairmanof the Committee.

i. Terms of reference

The Stakeholders Relationship Committee specifically looks into various issues of theShareholders such as registration of transfer of shares issue of share certificatesredressal of shareholders complaints credit of shares into Demat Account facilitation ofbetter investor services etc. The committee has been delegated by the Board to approvetransfer / transmission of shares and to deal with all the matters related thereto.

ii. Meetings:

The Committee met Four (4) times on 29.05.2018 11.08.2018 14.11.2018 and 12.02.2019during the Financial Year ended on 31st March 2019. The attendance of the members at themeeting 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 Jugal Kishor Chandak Member 4 4
Independent Director
DIN:02550154
Mr. Amit Sharda Member 4 4
DIN:05297954 Independent Director

9. Formal Annual Evaluation:

i. Of the Board as a whole: The performance of the Board was evaluated from thereviews/feedback of the directors themselves. The broad parameters for reviewing theperformance of the Board inter alia contained 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 mission ofCompany and which harmoniously balance the needs of shareholders clients employees andother 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.

Under the view of this provision the performance evaluation of ID s was done by theentire

Board of Directors excluding the director being evaluated on the basis of thefollowing criteria and including the parameters of evaluation of individual 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 alia were:i. Discharge of the functions and duties as per the terms of reference; ii. Process andprocedures followed for discharging the functions; iii. Effectiveness of suggestions andrecommendations received; iv. Size structure and expertise of the Committee; and v.Conduct of the meetings and procedures followed in this regard.

10. 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 weblink of the company i.e.https://hrb.co.in/Code%20of%20Conduct%20Policy-converted.pdf All the Board members and thesenior management personnel have affirmed compliance with the Code of Conduct during theyear ended on 31st March 2019 and a declaration was also submitted to theCompany for compliance of the same.

11. 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.

12. Auditors and Auditors Report

i. Statutory Auditor

At the 22nd Annual General Meeting held on 26th September 2017 M/s GuptaRajiv & Associates Chartered Accountants Jaipur (FRN: 004915C) were appointed asStatutory Auditors of the Company to hold office till the conclusion of the 27th AnnualGeneral Meeting of the Company to be held in the year 2022. They have confirmed that theyare not disqualified from continuing as Auditors of the Company along with a certificateto the effect that they confirm with the limits specified in Section 139 of the CompaniesAct 2013.

As per the notification issued by the Ministry of Corporate Affairs New Delhi dated 7thMay 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 2019 given by M/s Gupta Rajiv & Associates Chartered Accountants Jaipurdoes not contain any qualification reservation or adverse remark and the observations ofthe auditors are self- explanatory and have been explained/ clarified wherever necessaryin appropriate notes to Accounts and do not call for any further comments. Furtherpursuant to Section 143 (12) of the Companies Act 2013 the Statutory Auditors of theCompany have not reported any instances of frauds committed in the Company by its officersor employees.

ii. Secretarial Auditor

Pursuant to the requirements of Section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed M/s. V.M. & Associates (Firm Registration No. P1984RJ039200) PracticingCompany Secretaries Jaipur as Secretarial Auditors of the Company to conduct SecretarialAudit for the Financial Year 2018-19.

The Secretarial Audit Report in form MR-3 for the Financial Year ended on 31st March2019 is annexed to this report as "Annexure-1".

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

Observations Management s Reply
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.
As per Securities and Exchange Board of India company does not comply with the minimum public shareholding as per provisions of Rule 19A and Rule 19(2)(b) of the Securities Contracts (Regulations) Rules 1957 (SCRR) which prescribes minimum public shareholding of 25% as a continuous listing requirement for a listed company. It is to submit here that presently the company is fulfilling the requirement of minimum public shareholding which is more than 25% required for continuous listing and also requested BSE to delist the Company.
Further the Company has taken other legal method to resolve it at the earliest.

Further the Board of Directors of the Company in its meeting held on 28.05.2019 havefurther re-appointed M/s V.M. & Associates (Firm Registration No. P1984RJ039200)Practicing Company Secretaries Jaipur as Secretarial Auditors of the Company to conductSecretarial Audit for the Financial Year 2019-20 after getting the receipt of eligibilityCertificate and written consent from M/s V.M. & Associates for the same.

iii. Internal Auditor

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 conductthe internal audit of the Company for the Financial Year 2018-19. Accordingly M/s. C.R.Birla & Co. Conducted internal audit of the Company for the Financial Year 2018-19 andprovided Quarterly Internal Audit Reports during the Financial Year 2018-19.

The Board of Directors of the Company in its meeting held on 28.05.2019 havere-appointed M/s C.R. Birla & Co. (FRN: 005189C) Chartered Accountants Jaipur asInternal Auditor of the Company for the financial year 2019-20.

13. Contracts and arrangements with related parties

The Company being engaged in the business of agriculture has taken agricultural land onlease from the directors relatives and from one of the director herself. Further thedisclosure of particulars of contracts/arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013is in the Form No. AOC-2 annexed to this report as

"Annexure 2".

The policy on Related Party Transactions may be accessed on the following weblink ofthe Company s website at :https://hrb.co.in/RELATED%20PARTY%20TRANSACTIONS%20POLICY_REVISED(1).pdf.

14. 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.

15. 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 Directors think that may threaten the existenceof the 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.

16. Internal Financial Controls

The Company has an internal control system commensurate with the size scale andcomplexity of its operation and also has in place adequate internal financial controlswith reference to financial statements. The Board had appointed M/s. C.R. Birla & Co.Chartered Accountants Jaipur (FRN: 005189C) as the Internal Auditor of the Companyfor the F.Y. 2018-19. To maintain its objectivity and independence auditor directlyreports to the Chairman of the Audit Committee of the Company. Further the statutoryauditors have also in compliance with the requirements of the Companies Act 2013 issuedan opinion with respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls details of whichmay be referred to in the Auditor s Report attached to the Audited Financial Statements ofFY 2018-19.

17. 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 *Karan Singh Chouhan **Neha Dusad **Sunil Parwal
Designation of the employee Chief Financial Officer Company Secretary Company Secretary Accountant
Remuneration received Rs. 180000 Rs. 180000 Rs. 180000 Rs. 120000
Nature of employment whether contractual or otherwise On roll On roll On roll On roll
Qualifications and experience of the employee M.A CS CS B.Com
10 years 1 year 1 year 14 years
Date of commencement of employment 22/05/2017 12/08/2016 30/05/2018 06/04/2004
The age of such employee 63 years 26 years 24 years 45 years
The last employment held by such employee before joining the company NIL NIL NIL NIL
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
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 March 31st2019. *Mr. Karan Singh Chouhan resigned on 29.05.2018.

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 the Company for attending theBoard Meeting or the Committee meetings.

Mr. Vinod Upadhyaya (Non- Executive Director & CFO) is being paid for holdingoffice in the capacity of Chief Financial Officer only in the Company.

18. 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 Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

The scope and coverage of Nomination and Remuneration Policy is wide but are notlimited to:- the criteria for appointment reappointment and removal of Directors KMP andother senior management in the Company and also their remuneration; the criteria ofperformance evaluation of Independent and Individual Directors of the Company etc.

The Nomination and Remuneration Policy may be accessed on the following weblink of theCompany s website at the link : https://hrb.co.in/NRC%20Policy.pdf.

19. Whistle Blower Policy and Vigil Mechanism

Whistle blower Policy/Vigil Mechanism was formulated by the Company as per therequirements of the Companies Act 2013 and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 which inter-aliacovers the malpractices and events which can take place/or are suspected to take placefraud or suspected fraud violation of Company s rules negligence causing danger topublic health and safety misappropriation of monies and other matters or activities onaccount of which the interest of the Company is affected..

All Employees and Directors of the Company are eligible to make Protected Disclosuresto the Chairman of the Audit Committee Mr. Amit Sharda who has been nominated by theBoard as Ombudsperson for this purpose. No employee was denied access to the AuditCommittee during the year. There is no whistle blower event reported during the year andmechanism is functioning well.

The policy on vigil mechanism and whistle blower policy may be accessed on thefollowing weblink of the Company s website at the link:https://hrb.co.in/WHISTLE%20BLOWER%20POLICY%20&%20VIGIL%20MECHANISM.pdf.

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

During the Financial Year 2018-19 the Company received one order of Hon ble High Courtof Judicature for Rajasthan Bench at Jaipur in the matter of S.B. Civil Writ No. 9103/2018titled H R B Floriculture Limited V/s BSE Limited and others dated 04.05.2018 under whichthe court ordered as under:- "List the matter again in the first week of July 2018.In the meanwhile no coercive action shall taken against the Petitioner."

Further the Company has received another SEBI order in the month of June 2019 videorder no. WTM/GM/CFD/13/2019-20 dated 10.06.2019 in the matter of non-compliancewith the requirement of minimum public shareholding by the Company. The Board of Directorsof the Company further inform that the above order as received was timely informed to theBSE pursuant to Regulation 30 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

21. Penalties imposed by Regulators Courts and Tribunals.

During the Financial Year 2018-19 no penalty has been imposed on the Company by any ofthe Regulators Courts or Tribunal.

However during the Financial Year 2017-18 the Company has been charged with thepenalty levied by SEBI as under:- a. Rs. 1300000/ -(Rupees Thirteen Lakh only ) underthe provision of Section 15A(b) of SEBI Act 1992 . b. Rs. 700000/ -(Rupees Seven Lakhonly) under the provision of Section 23H of the The Securities Contracts (Regulation) Act1956. c. Against this order Company moved to Hon ble Rajasthan High Court for which HonbleHigh Court has given following order:

In S.B. Civil Writ No. 7046/ 2018 dated 05.04.2018 which is as under:

Issue notice to the respondents returnable within three weeks Notice be given Dasti

In the meanwhile if the petitioner deposits a sum of Rs. 500000/- within 15 daysfrom today the operation and effect of the orders dated 27.11.2017 and the appellateorder dated 22.02.2018 shall remain stayed." In Compliance of above order companydeposited Rs. 500000/- to SEBI.

22. Code of Conduct for Prohibition of Insider Trading

The Company had adopted a Code of Conduct for Prohibition of Insider Trading pursuantto SEBI (Prohibition of Insider Trading) Regulations 2015 which was notified by SEBI inJanuary 2015.

Further the Company has made changes in the said policy as per the amendment made bySEBI (Prohibition of Insider Trading) Regulations 2015 and all the Directors Designatedpersons employees and other Connected Persons who could have access to the unpublishedprice sensitive information of the Company are governed by this code. The trading windowis closed during the time of declaration of results and occurrence of any material eventsas per the code. The Code of Conduct for Prohibition of Insider Trading may be accessed onthe following weblink of the Company s website at the link:https://hrb.co.in/Insider%20Trading%20ammended%20code.pdf

23. 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 2019 in the prescribed form MGT-9 forms part of thisreport under Annexure 4 and is also available on the website of the Company athttps://hrb.co.in/code.html.

24. Particulars with respect of Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo:

A. Conservation of Energy:

The Company has recognised the importance of energy conservation and is aware of thedeleterious effect of the global warming and climate change and thus was making all roundeffort for conservation of energy.

Your Company as a responsible organisation established and implemented the requiredsystems and processes to conserve energy aligned to its nature of the business. TheCompany is using energy efficient cooling systems for its operations. In similar waysenergy efficient lighting systems like LEDs have been widely used in office of theCompany. Your Company has also installed Solar Power Plants at the registered office toutilise the natural source for lightening i.e. Sunlight.

B. Technology Absorption:

Research and Development (R&D) plays a critical role in the innovation process. Its essentially an investment in technology and future capabilities which is transformedinto new products processes and services. R&D is essential to keep ahead in theCompetition. R&D would make the products to get transformed frequently in line withchanging needs of the end users. The Company is unable to provide any efforts in Research& Development.

C. Foreign Exchange Earning and Outgo:

During the year under review the company has expended nothing for foreign exchange. Thecompany has not earned any foreign exchange.

25. 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 and 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.

Your Company has taken a loan of Rs. 1700000/- from one of the Directors which iscovered under the exemptions of Deposits.

26. Corporate Governance Report

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015compliance 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 Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is not mandatory for theCompany for the time being and consequently the Compliance Report on Corporate Governanceas stipulated under Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 does not form part of thisAnnual Report for the Financial Year 2018-19.

27. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 (2) (e)of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Annual Report as "Annexure5".

28. Disclosure under the sexual harassment of women at workplace (PreventionProhibition and Redressal) Act 2013

The Company is committed to provide healthy environment to all employees of the Companyand does not tolerate any discrimination and/or harassment in any form. The Company has inplace an Anti-Sexual Harassment Policy in line with the requirements of the SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2018-19.

• No. of Complaints received: NIL

• No. of Complaints disposed off: NA

29. Company s Policies

The Company strive to conduct its business and strengthen the relationships in a mannerthat is dignified distinctive and responsible. Thus the Board of Directors have adoptedvarious codes and policies to carry out the duties in an ethical manner. The various codesand policies are as under:

1) Code of Conduct of board of directors and senior management personnel;

2) Code of Conduct for Independent Directors.

3) Code of Conduct for Prohibition of Insider Trading;

4) Code of practices and procedures for fair disclosure of unpublished price sensitiveinformation;

5) Whistle Blower Policy and Vigil Mechanism;

6) Risk Management Policy;

7) Policy for determining material related party transactions;

8) Nomination and Remuneration Policy;

9) Policy for determining materiality of events/information; and 10) Preservation ofDocuments & Archival Policy. 11) Anti-Sexual Harassment Policy.

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

30. 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) INE284D01016 531724
14th Floor Phiroze Jeejeebhoy Towers Dalal
Street Fort Mumbai- 400 001

31. 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 preparation of the annual accounts the applicable accounting standards had beenfollowed 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate & were operating effectively; and f) the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

32. 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.

33. 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.

Place: Jaipur For and on behalf of the Board of Directors
Date: 13.08.2019 For H R B Floriculture Limited
Registered Office: A-28 Ram Nagar
Shastri Nagar Jaipur - 302016 Krishan Kumar Parwal
RAJASTHAN Chairman
DIN: 00228200

"Annexure- 2"

Form No. AOC-2

Disclosure of particulars of contracts/arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014].

i. Details of contracts or arrangements or transactions not at arm s length basis:

a) Name(s) of the related party and nature of relationship: Nil

b) Nature of contracts/arrangements/transactions: Nil

c) Duration of the contracts / arrangements/transactions: Nil

d) Salient terms of the contracts or arrangements or transactions including the valueif any: Nil

e) Justification for entering into such contracts or arrangements or transactions: Nil

f) Date(s) of approval by the Board: Nil

g) Amount paid as advances if any: Nil

h) Date on which the special resolution was passed in general meeting as required underfirst proviso to section 188: Nil

ii. Details of material contracts or arrangement or transactions at arm s length basis:

S. No. Name(s) of the related party and nature of relationship Nature of Contracts/ arrangements/ transactions Duration of the Contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any: Date(s) of approval by the Board if any Amount paid as advances if any
1. Puneet Parwal Lease of Office For 5 Years w.e.f. 01.04.2015 Rent of Rs. 15000/- p.m. 29.05.2015 NIL
Relative of MD and Non- Executive Director Premises of 900 sq. ft of area situated at A- 28 Ram Nagar Shastri Nagar Jaipur- 302016.
Mrs. Sunita Parwal

 

Place: Jaipur For and on behalf of Board of Directors
Date: 13.08.2019 For H R B Floriculture Limited
Registered Office: A-28 Ram Nagar
Shastri Nagar Jaipur 302016
RAJASTHAN Krishan Kumar Parwal
Chairman
DIN: 00228200

Analysis of Managerial Remuneration

" Annexure-3"

Information Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

i. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2018-19:

Name of Director Ratio to the Median
Mr. Krishan Kumar Parwal Managing Director *NIL
Mrs. Sunita Parwal Director *NIL
Mr. Vimal Jugal Kishor Chandak Independent Director *NIL
Mr. Amit Sharda Independent Director *NIL
Mr. Ramesh Kumar Somani Independent Director *NIL
Mr. Vinod Upadhyaya Director & CFO *NIL

*Since no remuneration has been paid to any of the Directors of the Company during theyear 2018-19.

ii. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2018-19:-

Name % Increase
Mr. Krishan Kumar Parwal Managing Director NIL
Mrs. Sunita Parwal Director NIL
Mr. Vimal Jugal Kishor Chandak Independent Director NIL
Mr. Amit Sharda Independent Director NIL
Mr. Ramesh Kumar Somani Independent Director NIL
Mr. Vinod Upadhyaya (Director & CFO) NIL
Ms. Neha Dusad (Company Secretary) *N/A
Mr. Karan Singh Chouhan (Company Secretary) **N/A

*Resigned w.e.f 20.06.2019

** Resigned w.e.f. 29.05.2018

iii. The percentage increase in the median remuneration of employees in the FinancialYear 2018-19: 0%

iv. The number of permanent employees was 3 on the rolls of the Company as on 31stMarch 2019.

v. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the year before the last financial year and its comparison withthe percentile increase in the managerial remuneration and justification thereof and pointout if there are any exceptional circumstances for increase in the managerialremuneration: there is no exceptional increase in the salaries of employees other than themanagerial personnel in the last financial year.

Affirmation: It is affirmed that the remuneration paid to Directors and employees is asper the Remuneration Policy of the company.

Place: Jaipur For and on behalf of Board of Directors
Date: 13.08.2019 For H R B Floriculture Limited
Registered Office: A-28 Ram Nagar
Shastri Nagar Jaipur 302016 Krishan Kumar Parwal
RAJASTHAN Chairman
DIN: 00228200

.