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Hubtown Ltd.

BSE: 532799 Sector: Infrastructure
NSE: HUBTOWN ISIN Code: INE703H01016
BSE 00:00 | 03 Dec 29.50 -0.60
(-1.99%)
OPEN

29.95

HIGH

30.30

LOW

28.90

NSE 00:00 | 03 Dec 29.65 -0.05
(-0.17%)
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30.25

HIGH

30.25

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28.55

OPEN 29.95
PREVIOUS CLOSE 30.10
VOLUME 5860
52-Week high 44.90
52-Week low 12.29
P/E
Mkt Cap.(Rs cr) 215
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 29.95
CLOSE 30.10
VOLUME 5860
52-Week high 44.90
52-Week low 12.29
P/E
Mkt Cap.(Rs cr) 215
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hubtown Ltd. (HUBTOWN) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Thirty-second Annual Report and theAudited Financial Statements (Standalone and Consolidated) for the Financial Year endedMarch 31 2020 together with the Independent Auditors' Reports thereon.

1. FINANCIAL RESULTS :

The standalone and consolidated financial highlights of your Company for the financialyear ended March 31 2020 are summarized below:

(Rs in lakh)

STANDALONE CONSOLIDATED
March 31 2020 March 31 2019 March 31 2020 March 31 2019
Income from Operations 25221 41716 27273 47078
Total Income 28836 49029 31118 54888
Total Expenses 32691 48733 34024 54919
Profit / (Loss) before Tax (3855) 296 (2906) (31)
Profit / (Loss) for the year (5947) (709) (6062) (1551)
Add : Other Comprehensive Income 60 31 70 37
Total Comprehensive Income (Loss) for the year (5887) (678) (5992) (1514)
Net Profit / (Loss) attributable to :
— Owners of the Parent - - (6074) (1504)
— Non-controlling Interest - - 12 (47)
Other Comprehensive Income attributable to :
— Owners of the Parent - - 70 37
— Non-controlling Interest - - - -
Total Comprehensive Income attributable to :
— Owners of the Parent - - (6004) (1467)
— Non-controlling Interest - - 12 (47)
Networth 167544 173431 155425 162416
Earnings per Share before Extraordinary Item ( ) (EPS) (8.18) (0.98) (8.35) (2.07)
Earnings per Share after Extraordinary Item ( ) (EPS) (8.18) (0.98) (8.35) (2.07)

2. FINANCIAL PERFORMANCE :

Standalone and Consolidated Financials Standalone Financials

Income from operations stood at Rs 25221 lakh as against Rs 41716 lakh in the previousyear lower by 39.54% ;

• Total Income stood at Rs 28836 lakh lower by 41.19% as against Rs 49029 lakh inthe previous year;

• Total Expenses stood at Rs 32691 lakh as against Rs 48733 lakh in the previousyear ;

• Profit/(Loss) before Tax was Rs (3855) lakh as against profit of Rs 296 lakh inthe previous year;

• (Loss) for the year was Rs (5947) lakh as against loss of Rs (709) lakh in theprevious year;

• Earning per Share before and after Extraordinary Item was (8.18) as against(0.98) in the previous year; and

• Networth of the Company stood at Rs 167544 lakh as against Rs 173431 lakh in theprevious year.

Consolidated Financials:

• Income from operations stood at Rs 27273 lakh as against Rs 47078 lakh in theprevious year lower by 42.07%;

• Total income stood at Rs 31118 lakh as against Rs 54888 lakh in the previousyear lower by 43.31% ;

• Total Expenses stood at Rs 34024 lakh as against Rs 54919 lakh in the previousyear;

• Loss before Tax was Rs (2906) lakh as against loss of Rs (31) lakh in theprevious year;

• Loss after Tax and Other Items was Rs (6062) lakh as against loss of Rs (1551)lakh in the previous year;

• Earning per Share before and after Extraordinary Item was (8.35) as against Rs(2.07) Lakh in the previous year ; and

• Networth of the Company stood at Rs 155425 lakh as against Rs 162416 lakh in theprevious year.

3. IMPACT OF COVID 19 :

COVID-19 had a significant impact on the real estate sector during the last quarter ofF. Y. 2019-2020 and the first three months of the current fiscal when a nation widelockdown was announced on March 24 2020 which was subsequently extended three times. Dueto several restrictions put in place by the Central and State Governments during lockdownall construction activity including office routine came to a standstill. Currently withentire labour force having migrated to their villages due to COVID – 19 there islikely to be severe shortage of unskilled and skilled labour once the pace of constructionactivity picks up which will have a spiraling effect on the real estate projects whichare at various stages of construction. Due to outbreak of COVID-19 globally and in Indiathe Company's management has made initial assessment of likely adverse impact on businessand financial risks and believes that the impact is is presently not completelyascertainable and the same will depend on how quickly the global economy recovers. Theoutbreak of Covid-19 pandemic is expected to adversely impact the performance of the realestate sector performance in the first half of F.Y. 2020-2021. However the managementdoes not see any medium to long term risks in the Company's ability to continue as a goingconcern.

4. DIVIDEND:

In view of the loss incurred the Directors have not recommended any dividend on theequity shares for the Financial Year ended March 31 2020.

5. DIVIDEND DISTRIBUTION POLICY :

The provisions of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 relating to framing of‘Dividend Distribution Policy' are presently not applicable to the Company.

6. TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves during the Financial Year2019-2020.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act 2013 the unclaimeddividend amount of 56059/- for the Financial Year 2011-2012 was transferred to theInvestor Education and Protection Fund (IEPF) after giving due notices to the members.

During the Financial Year 2020-2021 the dividend declared by the Company for theFinancial Year 2012-2013 remaining unclaimed in terms of Section 124 of the Companies Act2013 will be transferred to IEPF.

8. SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31 2020 was 7273.59 lakh.During the year under review the Company had not issued any shares with differentialrights or sweat equity shares. Presently the Company does not have any stock optionscheme for its employees.

9. DEBENTURES:

During the year under review the Company has not made any fresh issue of debentures.

10. REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT :

During the year under review no revision was made in the previous financial statementsor the Board's Reports in respect of any of the three preceding financial years.

11. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES :

There are no shares held by trustees for the benefit of employees and hence nodisclosure is required under Regulation 16 (4) of the Companies (Share Capital andDebentures) Rules 2014.

12. DETAILS OF DEMAT SUSPENSE ACCOUNT :

Pursuant to Regulation 34 (9) read with Schedule VI to SEBI Listing Regulations theCompany has opened a separate demat suspense account in the name and style of"Hubtown Limited – Unclaimed Shares Suspense Account" and credited theshares of the Company which are remaining unclaimed by the shareholders under the InitialPublic Offering (IPO). The details of such unclaimed shares as on March 31 2020 are setout here in under :

Sr. No. Particulars No. of shareholders No. of shares
1. Aggregate no. of shareholders and the outstanding shares in the aforesaid suspense account lying at the beginning of the year i.e. April 1 2019 20 270
2. No. of shareholders who approached for transfer of shares from the said account during the year 2019-2020 Nil Nil
3. No. of shareholders to whom the shares were transferred from the said account during the year 2019-2020 Nil Nil
4. Aggregate no. of shareholders and the outstanding shares in the aforesaid suspense account lying at the end of the year i.e. March 31 2020 20 270

The voting rights on the outstanding unclaimed shares as on March 31 2020 shall remainfrozen as long as the shares remain in the Suspense Account till the rightful owner ofsuch shares claims the shares by submission of the requisite documentary proof of theiridentity to the Company's Registrar and Transfer Agent M/s. Link In time India PrivateLimited.

13. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year underreview.

14. BUSINESS OVERVIEW:

Your Company is one of India's leading real estate companies engaged in the businessof execution and development of real estate projects and currently operates both - on itsown and through its subsidiaries / joint ventures / associate companies partnershipsfirms and public private partnerships encompassing the construction and development ofResidential and Commercial Premises and Build Operate Transfer (BOT) Projects. TheCompany has a Western India focus with presence in major cities such as Mumbai ThanePune Ahmedabad Surat Vadodara and Mehsana.

OVERVIEW OF THE COMPANY'S PROJECTS

(Includes projects being developed / to be developed through subsidiaries / associates/ joint ventures / public-private partnerships) Residential: Projects Completed:

Hubtown Heaven – Matunga (East) ‘A' and ‘B' Wings Hubtown Sunstone – Bandra (East) – Phase – I
Hubtown Gardenia – Mira Road Hubtown Sunmist - Andheri (East) ‘A' Wing
Hubtown Countrywoods Phase II – Kondhwa Pune Hubtown Greenwoods – Thane Phase - I
Hill Crest – Andheri (East)
Hubtown Vedant – Sion (East) – Phase – I

Ongoing Projects:

Hubtown Seasons – Chembur Hubtown Serene – Bandra (East)
Hubtown Greenwoods – Thane Phase – II Hubtown Celeste – Worli
Hubtown Heaven – Matunga (East) ‘C' Wing Hubtown Premiere – Andheri (West)
Hubtown Vedant – Sion (East) – Phase – II Rising City – Ghatkopar-Mankhurd Link Road
Hubtown Sunstone – Bandra (East) – Phase – II Twenty Five South – Prabhadevi
Hubtown Countrywoods Phase III – Kondhwa Pune

Future Projects

Hubtown Divinity – Thane ; Hubtown Square – Thane;

Commercial: Ongoing Projects

Hubtown Solaris Phase – II – Andheri (East) ; Joyos Hubtown – Surat

Joyos Hubtown – Ahmedabad ; Joyos Hubtown – Mehsana ; Joyos Hubtown –Vadodara Hubtown Viva – Phase – II Jogeshwari (East);

IT SEZ and Township: Ongoing

Sunstream City Phase – I - Mulund-Thane

15. MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis forming part of the Board Report for the yearunder review as prescribed under Regulation 34 (2) (e) read with Schedule V to the SEBIListing Regulation is discussed here in below :

GLOBAL ECONOMY OVERVIEW :

The Coronavirus (COVID-19) pandemic is now a truly global phenomenon with more than athird of the world's population living under some sort of lockdown/quarantine. Globallythe outbreak of COVID19 has disrupted people's lives interrupted businesses andjeopardized decades of development progress.

The level of uncertainty in the economy is currently at an all-time high and thetrajectory of the recovery is difficult to forecast. Although there has been no cohesiveglobal policy response individual countries have taken major steps to try to cushiontheir people and economies through this difficult period.

Amid countries applying extreme measures to contain the Coronavirus outbreakbusinesses have come to a grinding halt across the world forcing monetary agencies toslash growth forecasts for the global economy. This would be the deepest global recessionsince World War II and almost three times as steep as the 2009 global recession. TheWorld Economic Outlook has estimated global growth to decline by 5.2% in 2020 beforerecovering by 4.2% in 2021.

INDIAN ECONOMY OVERVIEW :

On March 25 2020 India initiated the largest lockdown in the world restricting 1.3billion people. This was further extended three times in order to break the chain oftransmission of corona virus and contain the COVID-19 pandemic. The COVID-19 has been atthe centre of the loss of lives and livelihood on a massive scale in India. Economicactivities across India have taken a hit due to the ongoing COVID-19 pandemic. Businessesand industries have remained shuttered for over three months now amid the ongoingnationwide lockdown. Even as restrictions have been eased across some parts of thecountry especially with respect to domestic travel and business operations states with ahigher case burden are struggling to deal with the crisis.

The Indian economy registered a sharp fall with GDP growth for FY2020 at an 11 year lowof 4.2% lower than the government projection of 5% in both first and second advanceestimates. According to Asian Development Bank India's GDP growth is projected tocontract by 4.0% in FY 2021 before recovering sharply to 6.2% in FY 2022 on theassumption of recovery from the pandemic in the second half of 2020. However a prolongedCOVID-19 pandemic that would push the global economy into a deep recession would furtherslow the growth of the Indian economy.

With the present lockdown scenario in India consumption and investments are expectedto be severely impacted in the first quarter of FY2021.

REAL ESTATE SECTOR OVERVIEW:

Indian real estate sector which was already struggling to re-emerge from the pastturbulence of structural changes brought in by demonetization RERA GST IBC andsubvention scheme ban policy reforms and the liquidity crisis is now set to witnessanother major fallout arising out of the COVID-19 pandemic.

The real sector has come to a standstill from the start of the lockdown and is notexpected to fully operationalize for another 3 quarters. As evident project sites areshut or working at minimal capacity and construction activity has virtually stopped; Sitevisits from customers have also virtually stopped - immediately impacting sales and cashinflows. Also new project launches have been deferred for an unknown period. According toJLL India report total institutional investments in financial year 2019-2020 witnessed adecrease of 13% at $4.26 billion - the lowest in four years. The decline was influenced byseveral events including the COVID-19 outbreak and several high-profile issues in thedomestic banking and finance sectors in late 2019 and early 2020.

According to KMPG report titled "COVID-19: React adapt and recover - The newreality" India's real estate sector is estimated to face losses of as much as 1 LakhCrore by the end of the current financial year (2020-21) due to the the COVID-19 pandemic.The pandemic will dampen real estate activity in the next 6-12 months and things arelikely to change only after 18-24 months.

NBFC AND BANKING CRISIS :

Banks in India has reduced lending since the Global Financial Crisis started in theyear 2008. The developers in India then started to depend more on NBFCs for their fundrequirements. But in September 2018 IL&FS a core investment company withinstitutional shareholders across the world defaulted on its debt of which major portionof amount was owed to public sector banks. The knock-on effect triggered a series ofdefaults exposing hundreds of investors banks and mutual funds associated withIL&FS.

Other firms including Dewan Housing Finance Corporation Ltd. (DHFL) IndiabullsHousing Finance Ltd defaulted on their loans like IL&FS to various banks andinstitutions further added to the pain of developers.

A government crackdown on banking-sector malpractice combined with growing credit riskamong developers has seen banks pull the plug on real estate lending. With the non bankfinancial sector in similarly dire straits developers now have nowhere to turn forfinance.

SEGMENT WISE PERFORMANCE : Residential :

The unprecedented crisis put across by the current COVID-19 pandemic has certainlyimpacted the Indian residential real estate significantly. The sector had alreadybeen grappling with subdued demand for a long time and the liquidity crisis in 2019 andCOVID-19 has made things more difficult for the sector. According to Knight Frank reportthe total sale volume in top eight cities of India increased by 1 percent in 2019 toaround 245800 units as the sector was impacted by prolonged crisis in the NBFC sector.Housing demand has moved to user segment and there are virtually no investors in theresidential space. Investor participation in the overall demand has fallen to as low as5-10 per cent.

The residential market's revival hinges on the intensity duration of a pandemicgovernment support and concessions. To boost home-buyer sentiment RBI announcedconsecutive rate cuts and the government announced reduction of GST rates to 1% foraffordable housing and 5% for others and the setting up of an Alternative Investment Fund(AIF) but these measures had little impact on the sales for the sector.

According to the KPMG report in the residential sector pre-COVID-19 challengesrelated to subdued demand and liquidity pressures will continue causing slowdown in salesin the short to medium term. With a screeching halt to site visits discussionsdocumentation and closures the early indicators depict that the residential real estatesector is likely to face a tough time for the next few quarters and the sector's recoveryhas been pushed further away by at least few quarters.

Commercial :

Commercial real estate like residential real estate is also not immune to theCovid-19 fallout. Corporate occupiers are seen delaying their purchase or leasingdecisions. Various MNC and businesses are testing the waters of the work-from-home option.If proved successful/permanent it could impact leasing activities in the future. Theimpact of COVID-19 in the form of shutdown of retail outlets and malls as alsoentertainment and fitness centers has put commercial real estate deals on a wait-and-watchmode.

According to ANAROCK Research the magnitude of the current slowdown on office segmentis tough to predict as the world particularly the First World is still reeling underthe impact of the virus. Considering the present scenario and assessment of past globalcrises in the last decade it is estimated that supply and net absorption will besignificantly lower in 2020.

However there seem to be some opportunities arising in real estate space in theindustrial sector in warehousing and data centers as technology focused companies in thesespaces increase volumes.

Retail :

Corona virus pandemic amid an economic slowdown has hit Retail Sector also very badly.Retailing as a business is seasonal highly dependent on consumer spending and during thecurrent year's vacation season. During the lockdown owing to COVID - 19 pandemic Indianswere either locked down in homes or prohibited to congregate as a result there was mutedbuying and muted spending on eating out recreation and entertainment. Not only thelockdown but also social distancing combined with the overall economic gloom andemployment uncertainty are likely to bear an impact on consumer spending.

COVID-19 outbreak has added enormous pressure to the already delicately poised Indianretail sector. New completions will be deferred leasing activity will be delayed andrentals have already come under pressure vacancies may see a momentary rise and thesector's growth rate will be slowed.

OPPORTUNITIES AND THREATS :

Opportunities :

The current lockdown owing to the Coronavirus crisis has massively impacted the worldeconomy including real estate. However there lies an opportunity in every crisis andCovid-19 looks no different.

Your Company has projects in affordable housing projects with good amenities which areclose to completion and offices with lower ticket size for office and retail to suit therequirement of customers with different requirements.

1) Increase in demand from NRIs :

Over the years demand from NRIs has become an important driving factor of the realestate market in India. Especially since the establishment of RERA international buyershave gained confidence to invest in the properties that are registered under RERA whichsecures their investment even while settled abroad.

In the current COVID-19 scenario it is expected that NRIs shall be again interested tobuy homes in India and this may eventually raise demand.

Also demand of NRI as investors has increased as the investment opportunities in USAand Europe have fallen due to the severity of the pandemic. Moreover with the rupeeplummeting against dollar recent stock market volatility and reports of recession hittingmarket has brought a renewed interest among NRIs to invest in the Indian real estateassets for long-term especially in the prime locations. All this has led to NRIs havingmore disposable money to realize investments in Indian markets.

2) Increase in demand for Affordable Housing :

Affordable housing continues to remain a significant opportunity for developers and akey focus area for the government. There is a major shortage of supply in affordablehousing stock especially housing that caters to the economically weak and low-incomesegments. The Government of India has been pushing for the affordable housing segment.Great emphasis has been laid on the affordable housing segment as around Rs 1.5 Croreaffordable homes have been built in the last five years under the Pradhan Mantri AwasYojna (PMAY) and 1.95 crore are being further built as part of Phase-II.

The demand for affordable housing is expected to increase further in the near futureowing to subsidies provided by government to promote affordable housing. In Budget 2020the government announced several measures to boost affordable housing.

Additional deduction of up to Rs 1.5 Lakh for interest paid on housing loans borrowedfor purchase of affordable homes extended upto March 31 2021.

The Government of India has announced an Alternative Investment Fund (AIF) of 25000for the stalled Affordable and Middle Income houses which will benefit the affordablehousing sector. Further the Public Private Partnership (PPP) model introduced by thegovernment for affordable homes has also provided a boost to the affordable housingmarket.

Expecting delays in project completion and extending support to the builder communitythe government has announced that developers could get project deadlines extended by sixmonths through the RERA citing the force majeure clause.

Your Company is developing several optimally sized and priced apartments at severalprime locations in Mumbai.

3) Increase in demand for lower ticket size office / retail :

COVID-19 pandemic has enforced the concept of ‘Work from Home' (WFH) into anofficially mandated strictly enforced rule. Even as the Coronavirus crisis eventuallyrecedes many employers will have discovered that they don't need large office buildingsand many employees will have discovered that they don't need to be in the office every dayor spend hours commuting. Businesses will realise they don't need big setup for officewhen their employees can work just as efficiently from home and they don't have to come tooffice every day. This will lead to increase in demand for office / retail with low ticketsize. Your Company is developing 4 projects in Gujarat (Ahmedabad Mehsana Vadodara andSurat) which cater to this segment.

4) Value for open spaces and gated communities :

The lockdown has connected people to Nature again. The need for fresh air and openspaces has gained popularity in the lockdown. In order to enjoy the openness people mightstart looking for larger balconies terrace spaces garden spaces amenities and sit-outs.This pandemic has also brought in a sense of comfort as gated communities have takenextreme measures to _ght the pandemic controlled access blocking of solicitation ensuresupply of essentials community helping for the elderly staying alone pet care etc.which are not possible for stand-alone houses and buildings has brought about a greatersense of community.

Your Company is developing projects to suit the demand of open space in Chembur &Ghatkopar and is expecting to do well from sales.

5) Digitalization:

Most real estate businesses are currently highly dependent on physical visitsface-to-face discussions and transactions. COVID-19 lockdown has acceleratedtechnology-led home buying in India. In order to avoid physical contact and reduce therisks of contagion a lot of focus will be placed on technology including product displaydiscussions comparison and transactions. This will allow the real estate professionals todevelop a fast and transparent process by helping the clients with maximum information andvisualization and establishing a greater connect with the client.

Virtual site visits property selection negotiation and purchase process can now bedone digitally. Real estate will see new trends in the real estate market due to COVID-19such as enhanced adoption of online portals shift from brick and mortar to click and tapadoption of remote-working technology with more emphasis on robotics and unmannedvehicles etc.

THREATS AND CHALLENGES : Threats :

1) Delay in Finishing the Projects: The Company is majorly dealing with SRAincluding 3 projects in Andheri 3 in Bandra 1 in Sion and 1 in Worli (all in Mumbai).Vacating the land for construction and getting the required approvals are cumbersome andtime consuming procedures and require heavy investment in working capital. Due to theongoing COVID-19 pandemic The demolition of the slum tenements is long legal road whichhas delayed vacating of the plots for construction. Furthermore due to the ongoing issuesin the real estate industry financing is not available easily for SRA projects which hasresulted in further delays in construction and finishing of the projects.

2) Shortage of Labour: Due to Pandemic and continuous lockdown migrant labourstaying in the city of Mumbai have moved back to their native place. There is an acutelabour shortage being faced by the entire industry right now which is expected to remainthroughout the duration of the pandemic. This will result into further delay in finishingthe project.

3) Delay in Revenue Generation and Cash Inflows: The working or self-employedcustomers are facing pay-cuts and falling disposable incomes due to the COVID-19pandemic.. There has been a marked rise in the number of customers delaying due payment /installments has affected the budgeted cash inflows of the company and may ultimatelyresult in delayed completion of the projects. Furthermore your Company expects a smallnumber of cancellations of bookings made especially in under construction projects due tothe delays and customers' inability to make the scheduled payments. Your Company alsoexpects that new bookings and new revenue generation will be slow this year as potentialcustomers will not be as willing to visit sites customers' loan eligibility may beimpacted and customers will also be expecting substantial discounts on current prices.

4) Increased Costs: Due to shortage of labour in Mumbai your Company expectsthat labour prices will continue to remain high for the next 6 months which will impactprofitability of the Company. Your Company also expects that the Company shall be able toget financing facilities at higher rates given the crisis in the NBFC and Banking sectorand the overall reduction in real estate by the major lenders in this space.

RISKS AND CONCERNS : Real Estate Specific Risks :

• Fluctuations in market conditions may affect the ability to sell units atexpected prices which could adversely impact revenues and earnings.

• Competition from existing as well as new players both domestic as well asforeign.

• Increase in interest rates may dampen the growth rate of demand for housingunits.

• Real estate price cycles have the maximum impact on the margins of thedevelopers.

• Unfavourable changes in government policies would affect the growth of the realestate sector.

• Liquidity Risk : Liquidity crisis on account of stoppage of lending funds toreal estate sector by banks financial institutions and other lending agencies leading tostoppage of development activity.

• Operational Risks : Longer gestation period for acquisition of landnon-availability of critical raw materials such as cement and steel failure to complywith rules and regulations.

• Shortage or sharp increase in prices of building materials could impact theproject schedule and impact thereby the revenues and margins.

• Delays in obtaining approvals from regulatory authorities.

• Economic uncertainty and political fluidity can adversely impact the economy.

• Human Resource Risk high attrition of skilled/trained manpower.

• Retrospective policy changes and regulatory bottlenecks could impact theperformance of real estate companies.

• Legal and statutory risk - ownership and land title issues.

Concerns :

• Stalled Projects : Stalled housing projects continue to be stumbling blocks inthe growth of the residential real estate sector especially with buyer staying away fromrisky under-construction projects thus depriving them of realizing the full benefits ofthe government's interest subsidy scheme under Pradhan Mantri Awas Yojna.

• Liquidity Crunch : The ongoing NBFC crisis post IL & FS default has madethings even more difficult for the developer community.

• High Cost of Capital : In the absence of bank finance the developers had beenresorting to PE funding to finance land purchases. This financing route increases the costof capital drastically.

• Scarcity of Land : The non-availability of land within city limits along withrising land and construction cost is leading to an increase in the overall cost of theproject thus making the projects unviable.

• Complex Approval Process : The lengthy and complex approval process leads to along gestation period which eventually results on project cost escalation by 20 to 30percent.

• Restrictive development norms : Low floor area ratio density norms groundcoverage parking provision also pose a challenge for the real estate.

• High Cost of emerging technology absorption

OUTLOOK :

The COVID-19 pandemic has undoubtedly changed the way people live and work for theforeseeable future and new trends will emerge that will become part of our ‘newnormal'. While the traditional segments of residential and commercial real estate are sureto be struggling for the next 6-9 months new trends and opportunities are alreadystarting to take shape as governments businesses and communities begin to adjust to thepost pandemic environment. But equally there will be other consequences to the pandemicthat will surprise us and that are not yet possible to predict.

Social distancing health and hygiene shall become an important part of people's life.There will be noticeable and a positive shift in trends from renting to buying. Peopleliving in a rented accommodation in a non-gated community have realized the importance ofopen space health hygiene and well-ventilated homes during lockdown.

Real estate developers will have to evolve newer products including opportunity to makesmart homes with office / study rooms with provisions to install all essential gadgetsgood lighting sound proof the room which shall be isolated from other rooms by providingseparate entry and exit. Furthermore there shall also be certain newer trends whichDevelopers shall have to adopt including innovative and newer land uses like data centreswarehousing etc which will be geared towards the future and faster growth industries.

There will also be consolidation in the real estate industry as smaller players grappleto deal with the liquidity crisis and increasing competition from larger organizedplayers.

The demand shall further rise for ready to move in units and the units nearingpossession (1 yr.) as new launches likely to be deferred by another six months and due tohigh level of uncertainty around under construction units.

HUMAN RESOURCES:

The Company recognizes that its people are the key to the success of the organizationand in meeting its business objectives. The Human Resources function endeavors to create acongenial work environment and synchronizes the working of all the departments of theorganization to accomplish their respective objectives which in turn helps the Company tobuild and achieve its goals and strategies. Employee relations during the year remainedcordial. The Company had 296 employees on its payroll as on March 31 2020.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control systems commensurate with the size andnature of its business. Well documented policies and procedures to monitor business andoperational performance are supported by IT systems all of which are aimed at ensuringbusiness integrity and promoting operational efficiency. A firm of internal auditorsappointed by the Company conducts periodical audits to ensure adequacy of internal controlsystems adherence to management policies and compliance with laws and regulations. Theirscope of work includes internal controls on accounting efficiency and economy ofoperations. The internal auditors also report on the implementation of theirrecommendations. Reports of the Internal Auditors are regularly reviewed at the Audit andCompliance Committee meetings. The Audit and Compliance Committee also reviews theadequacy and effectiveness of the internal control systems and suggests improvements whenso required.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS :

In accordance with the SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations 2018 the Company is required to give details of significantchanges (change of 25 % or more as compared to the immediately previous financial year) inkey financial ratios.

Sr. No. Particulars of Ratio Ratio 2019-20 Ratio 2018-19 Percentage Change
i Debtor Turnover Ratio 0.28 1.17 76.07 %
ii Inventory Turnover Ratio 0.02 0.38 94.74 %
iii Interest Coverage Ratio 0.72 1.03 (30.10) %
iv Current Ratio 0.97 1.03 (5.83) %
v Debt Equity Ratio 0.39 0.43 (9.30) %
vi Operating Profit Margin 1.75 % 0.30 % 483.33 %
vii Net Profit Margin (23.28) % (1.71) % (1261.40) %
viii Return on Networth (3.69) % (0.41) % (800) %

Reasons for change in 25% or more in key financial ratios as compared to theimmediately previous financial year:

1. Debtor Turnover Ratio : During the year one of the joint venture entity in whichthe Company was a Co-venturer was dissolved resulting in substantial decline inreceivables thereby resulting in improved Debtors Turnover Ratio.

2. Inventory Turnover Ratio: Sale of Finished properties recognized as per IND AS 115"Revenue from Contracts with Customers". decreased as compared to previous yearwhereas inventory increased.

3. Interest Coverage Ratio : The interest coverage ratio has decreased due to lowerEBITDA on account of lower sales realization during the year under review.

4. Operating Profit Margin : The increase in operating profit margin is due to higheroperating profit during the year under review.

5. Net Profit Margin : Net Profit Margin has further declined due to lower Profit AfterTax (PAT) on account of decrease in Revenue recognized as per the IND AS 115 "Revenuefrom Contracts with Customers' as compared to previous year.

6. Return on Networth : Return on Networth has further declined due to lower ProfitAfter Tax on account of lower sales realization.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors:

Mr. Mahesh A Kuvadia Independent Director stepped down from the Board of Directors ofthe Company owing to his other commitments with effect from March 04 2020. The Boardplaces on record its sincere appreciation for the invaluable contribution by Mr. Mahesh A.Kuvadia to the deliberations of the meetings of the Board and of the Committee of theBoard of which he was a member during his tenure as Director of the Company.

In accordance with the provisions of Section 152 (6) (e) of the Companies Act 2013 andthe Articles of Association of the Company Mr. Vyomesh M. Shah (DIN:00009596) ExecutiveNon-Independent Director retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. Mr. Vyomesh M. Shah is not disqualifiedfrom being re-appointed as a Director by virtue of the provisions of Section 164 ofthe Companies Act 2013. The proposal for his reappointment has been included in theNotice convening the ensuing Annual General Meeting.

Brief resume of Mr. Vyomesh M. Shah nature of his expertise in specific functionalareas names of companies in which he is a director and member of Board committees andshareholding in the Company as required under Regulation 36 (3) of the SEBI ListingRegulations read with clause 1.2.5 of Secretarial Standards SS-2 on general meetings isfurnished in the annexure to the Notice convening the Annual General Meeting. During theyear under review the Independent Directors and Non-Executive Director of the Company hadno pecuniary relationship or transactions with the Company.

Except for the Executive Chairman and the Managing Director who are related to eachother being brothers none of the other Directors of the Company are inter-se related toeach other.

Key Managerial Personnel :

Mr. Chetan S. Mody demitted office as Company Secretary of the Company at the close ofbusiness hours on April 5 2019 after serving his notice period.

Mr. Nimesh Shah who was appointed as Company Secretary and Compliance Officer of theCompany with effect from April 15 2019 resigned with effect from close of office hours onJune 6 2019.

Mr. Amit Vyaas who was appointed as Company Secretary and Compliance Officer of theCompany with effect from September 24 2019 resigned with effect from close of officehours on April 30 2020.

Subsequent to the close of the Financial Year the Board of Directors on recommendationof Nomination and Remuneration Committee appointed Mr. Sadanand Lad as Company Secretaryand Compliance Officer of the Company under Section 203 of the Companies Act 2013 witheffect from July 30 2020.

Mrs. Nancy Pereira resigned as Chief Financial Officer of the Company with effect fromclose of office hours on July 5 2019 for taking up another assignment within theorganization.

The Board of Directors on recommendation of Nomination and Remuneration Committeeappointed Mr. Sunil Mago as Chief Financial Officer (KMP) of the Company under Section 203of the Companies Act 2013 with effect from July 5 2019.

Mr. Hemant M. Shah Executive Chairman Mr. Vyomesh M. Shah Managing Director Mr.Sunil Mago Chief Financial Officer and Mr. Sadanand Lad Company Secretary are the KeyManagerial Personnel of the Company as at the date of this Report.

17. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of theirindependence to the Company as required under Section 149 (7) of the Act and Regulation16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board all the IndependentDirectors possess the integrity expertise and experience including the pro_ciencyrequired to be Independent Directors of the Company fulfil the conditions of independenceas specified in the Act and the SEBI Listing Regulations and are independent of themanagement and have also complied with the Code for Independent Directors as prescribed inSchedule IV to the Act.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS :

Pursuant to Regulation 25(7) of SEBI Listing Regulations the Company imparted variousfamiliarisation programmes for its Independent Directors including Industry Outlook atthe Board Meetings Regulatory updates at Board and Audit Committee Meetings coveringchanges with respect to the Companies Act SEBI Listing Regulations Taxation and othermatters Prevention of Insider Trading Regulations SEBI Takeover Regulations meetingwith Senior Executive(s) of the Company etc.

The details of familiarization programme for Independent Directors held during and uptothe year 2019-2020 have been disclosed on the website of the Company and is available atthe link http://hubtown.co.in/investors.

19. PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM SUBSIDIARY COMPANIES:

During the year under review neither the Executive Chairman nor the Managing Directorwas in receipt of any remuneration/commission from any of the subsidiary companies of theCompany. The Company has no holding company.

20. MEETINGS OF THE BOARD OF DIRECTORS :

The Board of Directors met 8 (eight) times during the year ended March 31 2020 inaccordance with the provisions of the Companies Act 2013 and the Rules made thereunderand Regulation 17 (2) of the SEBI Listing Regulations. Additionally during the year endedMarch 31 2020 the Independent Directors held a separate meeting in compliance with therequirements of Schedule IV to the Companies Act 2013. For further details kindly referto the section on ‘Corporate Governance Report' forming part of this Annual Report.

21. COMMITTEES OF THE BOARD:

There are currently Six (6) Committees of the Board which are as under:

Audit and Compliance Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Stakeholders' Relationship Committee

Risk Management Committee

Committee of Directors

During the year under review the Audit and Compliance Committee was reconstituted byappointment of Mr. Mahesh A. Kuvadia Independent Director as a member of the Committee.

Details of the aforesaid Committees including their composition terms of reference andmeetings held during the year under review are provided in the section on ‘CorporateGovernance Report' which forms part of this Annual Report.

22. AUDIT AND COMPLIANCE COMMITTEE :

Presently the Audit and Compliance Committee comprises of Mr. Abhijit Datta Mr. SunilShah and Mr. Vyomesh M. Shah. Mr. Mahesh A. Kuvadia who was appointed as a member of theCommittee during the year under review ceased to be a member of the Audit and ComplianceCommittee consequent his resignation from the Board of Directors of the Company witheffect from March 4 2020. The Committee comprises of majority of Independent Directorswith Mr. Datta being the Chairman. Kindly refer to the section on ‘CorporateGovernance Report‘ under the heading ‘Audit and Compliance Committee' fordetails relating to terms of reference meetings and functions of the said Committee.

23. AUDIT AND COMPLIANCE COMMITTEE RECOMMENDATIONS :

During the year under review all the recommendations put forth by the Audit andCompliance Committee were duly considered and accepted by the Board of Directors.

24. INTERNAL FINANCIAL CONTROLS:

The Company has in place an adequate system of internal controls commensurate with thesize and nature of its business which ensures that transactions are recorded authorizedand reported correctly apart from safeguarding its assets against loss from wastageunauthorized use and removal. Significant audit observations and follow-up action thereonare reported to the Audit and Compliance Committee.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and the reviews performed by the Management the Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe Financial Year 2019-2020.

25. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Part ‘D' of Schedule IIto the SEBI Listing Regulations the Board has carried out an annual evaluation of its ownperformance and that of its Committees as well as performance of the Directorsindividually. Feedback was sought by way of a structured questionnaire covering variousaspects of the Board's functioning such as adequacy of the composition of the Board andits Committees Board culture execution and performance of specific duties obligationsand governance and the evaluation was carried out based on responses received from theDirectors.

The performance evaluation of Committees was based on criteria such as structure andcomposition of Committees attendance and participation of member of the Committeesfulfilment of the functions assigned to Committees by the Board and applicable regulatoryframework frequency and adequacy of time allocated at the Committee meetings to fulfilduties assigned to it adequacy and timeliness of the agenda and minutes circulatedcomprehensiveness of the discussions and constructive functioning of the Committeeseffectiveness of the Committee's recommendation for the decisions of the Board etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of theBoard to evaluate the performance of individual Directors. The performance evaluation ofthe Non-Independent Directors and the Board as a whole was carried out by the IndependentDirectors at their separate meeting. The performance evaluation of the Executive Chairmanof the Company was also carried out by the Independent Directors taking into account theviews of the Managing Director and Non-Executive Directors. The Directors expressed theirsatisfaction with the evaluation process. The Independent Directors and Executive Chairmanalso carried out performance evaluation of the Managing Director of the Company.

In addition the Independent Directors were also evaluated on the basis of fulfilmentof independence criteria and independence from the management.

26. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy for selection and appointment of Directors KeyManagerial Personnel and Senior Management and the remuneration payable to them asprovided under Section 178 (3) of the Companies Act 2013 and Regulation 19 (4) (Part‘D' of Schedule II) of the SEBI Listing Regulations is appended as Annexure –‘A' to this Report.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (3) (c) of Sections 134 (3) (c) and 134 (5) of the CompaniesAct 2013 in relation to the annual financial statements of the Company for the yearended March 31 2020 the Directors of your Company to the best of their knowledge andbelief and on the basis of the information and explanations received by them hereby stateand confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31 2020 theapplicable accounting standards read with the requirements under Schedule III to the saidAct had been followed along with proper explanation relating to material departures ifany;

(ii) they had selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year on 31stMarch 2020 and of the Loss of the Company for the year ended on that date;

(iii) they had 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;

(iv) the annual accounts for the financial year ended March 31 2020 had been preparedon a ‘going concern' basis;

(v) they had laid down internal financial controls to be followed by the Company andthat such internal financial controls were adequate and were operating effectively; and

(vi) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

28. CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statements prepared in accordance with theapplicable Ind AS and Regulation 33 of the SEBI Listing Regulations and Section 129 (3) ofthe Companies Act 2013 forms part of this Annual Report.

29. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

As on March 31 2020 the Company had 13 subsidiaries 4 associates and 8 joint venturecompanies. Applications have been made during the Financial Year 2018-2019 to theRegistrar of Companies Maharashtra (ROC) for striking off the names of two wholly ownedsubsidiaries namely ABP Realty Advisors Private Limited and India Development and VentureCapital Private Limited from the Register of Companies maintained by the Registrar ofCompanies pursuant to Section 248 (2) of the Companies Act 2013. The applications havenot been disposed off as yet by the ROC.

Further during the year under review the following subsidiaries namely:

(i) City gold Farming Private Limited;

(ii) Devkrupa Build Tech Limited;

(iii) Halitious Developer Limited;

(iv) Headland Farming Private Limited;

(v) Heddle Knowledge Private Limited;

(vi) Upvan Lake Resorts Private Limited; and

(vii) Urvi Build Tech Limited have been amalgamated with another subsidiary namely Citygold Education Research Limited.

The Company did not have any material subsidiary company as on March 31 2020. Therehas been no change in the nature of business of any of the said subsidiaries associatesand joint venture companies.

The Policy for determining ‘material subsidiary' under Explanation to Regulation16 (1) (c) of SEBI Listing Regulations as approved by the Board of Directors is posted onthe Company's website at the link: http://hubtown.co.in/investors.

In accordance with the third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company at the link:http://hubtown.co.in/investors.

Further as per fourth proviso of the said Section the audited annual accounts of thesubsidiaries have also been placed on the website of the Company at the link:http://hubtown.co.in/investors.

The Company will make available the financial statements of its subsidiaries jointventure companies and associates (collectively referred to as ‘Subsidiaries') and therelated information to any member of the Company who may be interested in obtaining thesame. The financial statements of the Subsidiaries will also be available for inspectionthrough electronic mode between 11.00 a.m. and 1.00 p.m. on all working days upto the dateof the Annual General Meeting.

During the financial year ended March 31 2020 the Company did not have any materialsubsidiary and therefore the provisions of Regulation 24 (1) of the SEBI ListingRegulations were not applicable to the Company.

Additional information as required under Schedule III to the Companies Act 2013 inrespect of entities consolidated as subsidiaries/associates/ jointly controlled entitiesis furnished in Note 3.1 to the consolidated financial statements.

30. REPORT ON THE PERFORMANCE AND THE FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATESAND JOINT VENTURES:

The statement pursuant to Section 129 (3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 containing the salient features of theperformance and the financial statements of the subsidiaries associates and joint venturecompanies for the financial year ended March 31 2020 in the prescribed Form AOC 1 formspart of the notes to the financial statements.

31. AUDITORS :

STATUTORY AUDITORS :

In accordance with the provisions of Section 139 of the Companies Act 2013 and theRules made thereunder M/s. M. H. Dalal & Associates Chartered Accountants (Firmregistration No.: 112449W) were appointed as the Statutory Auditors of the Company at theTwenty-Ninth Annual General Meeting held on October 30 2017 for a term of fiveconsecutive years till the conclusion of the Thirty-Fourth Annual General Meeting.However M/s. M. H. Dalal & Associates Chartered Accountants have vide their letterdated July 27 2020 informed the Board that considering the present COVID – 19situation the delay in receipt of their fees from the Company had resulted in unduepressure on deployment of resources for completing the audit assignment and hadtherefore expressed their inability to continue as Auditors of the Company for theFinancial Year 2020-2021 and onwards resulting in a casual vacancy in the office of theAuditors of the Company.

In accordance with aforesaid provisions of the said Act the Board has recommended tothe members for the appointment of M/s. JBTM & Associates LLP Chartered Accountants(Firm Registration No. : 100369W) as the Statutory Auditors of the Company. a. to fill thecasual vacancy caused by the resignation of M/s. M. H. Dalal & Associates CharteredAccountants and to hold the office of Statutory Auditors upto the conclusion of the 32ndAnnual General Meeting: and b. for a period of five consecutive years from the conclusionof the 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting ofthe Company to be held for the year 2025.

The Company has received the consent letter and eligibility certificate from M/s. JBTM& Associates LLP Chartered Accountants to act as Auditors of the Company along witha confirmation that their appointment if made would be within the limits prescribedunder the Companies Act 2013.

M/s. JBTM & Associates Chartered Accountants have also confirmed that they meetthe criteria for independence eligibility and qualification as prescribed in Section 141of the said Act and do not have any pecuniary interest in the Company or its subsidiariesassociates and joint venture companies.

QUALIFICATIONS BY AUDITORS

The Notes to the Financial Statements forming part of the Balance Sheet as at March 312020 and the Statement of Profit and Loss for the year ended on that date referred to inthe Auditor's Report are self explanatory and do not call for any further clarification/elaboration.

FRAUD REPORTING :

The Directors of the Company confirm that during the year under review no instances offraud were reported by the Auditors under Section 143 (12) of the Companies Act2013 and the Rules made thereunder either to the Company or to the Central Government.

COST RECORDS :

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules 2014 the Companyconfirms that it has prepared and maintained cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013 for the yearended March 31 2020.

COST AUDITORS:

Based on the recommendation of the Audit and Compliance Committee the Board hasappointed M/s. D. C. Dave & Co. Cost Accountants (Firm Registration No. : 000611) asCost Auditors to conduct the audit of the cost records of the Company for the year endingMarch 31 2021 at a fee of _ 500000/- (Rupees Five Lakh) plus applicable taxes andreimbursement of out-of-pocket expenses subject to ratification of the said fees by themembers in the ensuing Annual General Meeting pursuant to Section 148 of the CompaniesAct 2013. The resolution pertaining to ratification of the remuneration payable to theCost Auditor forms part of the Notice of the ensuing AGM.

COST AUDIT REPORT:

The Cost Audit Report for the year ended March 31 2020 pursuant to the Companies (CostAccounting Records) Rules 2011 will be filed within the period stipulated under theCompanies Act 2013 or such other period as may be prescribed.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report from M/s. Ashish Bhatt & Associates practicingcompany secretary for the financial year ended March 31 2020 pursuant to Regulation 24Aof the SEBI Listing Regulations is appended as Annexure – ‘B' to thisReport.

REPLIES TO SECRETARIAL AUDITOR'S QUALIFICATIONS:

(1) As regards Secretarial Auditor's qualification with respect to signing of financialstatements for the year ended March 31 2019 under Section 134(1) of the CompaniesAct 2013 the Directors state that since the Company Secretary was out of India on thedate of the Board Meeting i.e. May 28 2019 in which the said financial statementswere approved he has not signed the said financial statements.

(2) As regards Secretarial Auditor's qualification regarding non-compliance withRegulation 25 (6) of the SEBI Listing Regulations and provision of the para 2 of Clause VIof Schedule IV to the Companies Act 2013 relating to the appointment of an IndependentDirector within the prescribed timeline the Directors state that the delay in theappointment of an Independent Director within the prescribed timeline was entirely due tocircumstances beyond the control of the Board and the Management and without malafideintention.

(3) The observation of the Secretarial Auditor with respect to the spending of theamount earmarked towards CSR activities during the Financial Year 2019-2020 in the currentFinancial Year 2020-2021 is self explanatory. For further clarification in the matterplease refer serial no. 40. of this Report.

32. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return for the financial year ended March 31 2020 in Form MGT– 9 as required under Section 92 (3) of the Companies Act 2013 read with Rule12 of the Companies (Management and Administration) Rules 2014 is appended as Annexure‘C' to this Report. The said return is also available on the website of theCompany at the link http://hubtown.co.in/investors.

33. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this Report.

34. DEPOSITS:

During the year under review the Company has not accepted any deposits from publicunder Chapter V of the Companies Act 2013.

35. VIGIL MECHANISM:

Pursuant to Section 177 (9) and (10) of the Companies Act 2013 and Regulation 22 readwith Regulation 4 (2) (d) (iv) of the SEBI Listing Regulations the Company has framed aWhistle Blower Policy as the vigil mechanism for Directors and employees of the Company toreport their genuine concerns in the prescribed manner to freely communicate theirconcerns / grievances about illegal or unethical practices in the Company actual orsuspected fraud or violation of the Company's Codes or Policies. The vigil mechanism isoverseen by the Audit and Compliance Committee. During the year under review no suchincidence was reported and no personnel were denied access to the Chairman of the Auditand Compliance Committee.

The Whistle Blower Policy has been uploaded on the Company website at the link:http://hubtown.co.in/investors.

36. RISK MANAGEMENT:

Presently the provisions of Regulation 21 of the SEBI Listing Regulations relating tothe ‘Risk Management Committee' are not applicable to the Company. However the Boardof Directors had constituted a ‘Risk Management Committee' under Clause 49 of theerstwhile Listing Agreement and framed a ‘Risk Management Policy' to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the functions are systematically addressed through mitigating actions on acontinuing basis. The details of the Risk Management Committee are provided in the Sectionon ‘Corporate Governance Report' forming part of this Annual Report.

37. PARTICULARS OF LOANS INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIESACT 2013:

As the Company is engaged in the business of ‘real estate development' included inthe term ‘Infrastructure Facilities' as defined in Clause (8) (a) of Schedule VI tothe Companies Act 2013 the provisions of Section 186 of the said Act related to loansmade guarantees given or securities provided are not applicable to the Company. Kindlyrefer the financial statements for the loans guarantees and investments given/made by theCompany as on March 31 2020.

38. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions with related parties as defined under theCompanies Act 2013 and SEBI Listing Regulations that were entered into by the Companyduring the year under review were in the ordinary course of business and on an arm'slength basis. There were no contracts / arrangements / transactions with related partiesas defined under Section 188 of the Companies Act 2013 which could be consideredmaterial under the SEBI Listing Regulations. Accordingly the disclosure of related partytransactions as required under Section 134 (3) of the Companies Act 2013 in Form AOC -2is not applicable. There were no materially significant related party transactions withthe Company's Promoters Directors Key Managerial Personnel or their relatives whichcould have had a potential conflict with the interest of the Company at large.

Attention of members is drawn to the disclosure of transactions with related parties asset out in Notes to Accounts – Note 33 forming part of the standalone financialstatements.

The transactions with person or entity belonging to the promoter/promoter group whichholds 10 per cent or more shareholding in the Company as required under Schedule V Part A(2A) of the SEBI Listing Regulations is given in Note 33 (on related party transactions)forming part of the standalone financial statements.

The Policy for determining the materiality of related party transactions and dealingwith related party transactions as approved by the Board pursuant to Regulation 23 of SEBIListing Regulations is uploaded on the Company's website at the link:http://hubtown.co.in/investors.

39. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNAL:

During the year under review there were no significant or material orders passed byany regulatory / statutory authorities or courts / tribunals against the Company impactingthe going concern status and the Company's operations in future.

40. CORPORATE SOCIAL RESPONSIBILITY _CSR_ :

The Corporate Social Responsibility Committee has formulated the policy on CorporateSocial Responsibility (CSR) indicating the activities to be undertaken by the Companywhich has been uploaded on the Company's website at the link:http://hubtown.co.in/investors.

During the year under review the Company due to severe liquidity constraints had notexpended the amount of Rs 16.65 lakh earmarked for corporate social responsibilityactivities for the financial year 2019-2020 as required under the CSR Rules and the CSRPolicy of the Company. However the entire unspent amount of Rs 16.65 lakh being theminimum required CSR expenditure of the F.Y. 2019-2020 was carried forward to the nextfinancial year (F.Y. 2020-2021) and the Company has fulfilled its obligation towardscorporate social activities for the previous financial year (2019-2020) by expending anamount of 25 lakh towards CSR activities during the current financial year (2020-2021).

The amount of Rs 25 lakh spent in the current financial year for the CSR activities ofthe previous financial year shall be over and above the current financial year's CSRallocation equivalent to atleast 2% of the average net profit of the Company for theimmediately preceding three financial years.

The annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in Annexure ‘D' appended to thisReport.

41. DISCLOSURE UNDER ‘THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE _PREVENTIONPROHIBITION AND REDRESSAL_ ACT 2013:

The Company has put in place a ‘Policy on Prevention of Sexual Harassment atWorkplace' in line with the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. The Company afirms that duringthe year under review no such complaints were received by the Committee for redressal andthat adequate access was provided to any complainant who wished to register a complaintunder the Policy. The said Policy is available on the website of the Company athttp://hubtown.co.in/investors.

The details required to be given under the aforesaid Act forms part of the report onCorporate Governance.

42. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under the SEBI Listing Regulationsforms an integral part of this Annual Report. The requisite certificate from a practicingcompany secretary confirming compliance with the conditions of Corporate Governance asstipulated under Part ‘E' of Schedule V to the SEBI Listing Regulations is appendedto and forms part of the report on Corporate Governance.

43. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The nature of operations of the Company does not require disclosure of particularsrelating to conservation of energy and technology absorption as prescribed under Section134 (3) (m) of the Companies Act 2013 read with Rule 8 (3) of the Companies (Accounts)Rules 2014. During the year under review the Company had ‘Nil' foreign exchangeearnings and had incurred an expenditure of 26375/- in foreign exchange.

44. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

The disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure – ‘E' to this Report.

The statement containing names of top ten employees in terms of the remuneration drawnand the particulars of employees as required pursuant to Section 197 (12) of theCompanies Act 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of thisReport. However having regard to the provisions to the first proviso of Section 136 (1)of the Companies Act 2013 the Annual Report is being sent to all the members of theCompany excluding this information.

The aforesaid statement is available for inspection by the members through ElectroniceMode 21 days before the AGM during business hours on working days of the Company upto thedate of the ensuing AGM. Any member who is interested in obtaining a copy thereof maywrite to the Company Secretary at the Registered Office of the Company. The saidinformation is also available on the website of the Company. None of the employees listedin the aforesaid statement is a relative of any Director of the Company. None of theemployees of the Company is covered under Rule 5 (3) (viii) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

45. CODE OF CONDUCT :

The Board of Directors has adopted Code of Conduct and Ethics for the Board ofDirectors and Senior Management Personnel of the Company in terms of Regulation 17 (5) ofthe SEBI Listing Regulations. All Board members and Senior Management Personnel haveafirmed their compliance with the said Code for the financial year ended March 31 2020. Adeclaration to this effect signed by the Managing Director is appended as Annexure IIto the Corporate Governance Report.

The said Code of Conduct can be viewed on the Company's website athttp://hubtown.co.in/investors.

46. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe Management and Discussion & Analysis which forms part of this report.

47. AFFIRMATION REGARDING COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARD:

The Board afirms compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India namely SS-1 and SS-2 relating to the Meetings ofthe Board and its Committees and General Meetings respectively.

48. CEO AND CFO CERTIFICATION:

A certificate from the Managing Director and the Chief Financial Officer pursuant toRegulation 17 (8) of SEBI Listing Regulations for the year under review was placed beforethe Board of Directors of the Company at its meeting held on July 30 2020 which isappended to and forms part of the Corporate Governance Report.

49. CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS :

A certificate from a company secretary in practice that none of the directors on theBoard of the Company have been debarred or disqualified from being appointed or continuingas directors of companies by the Board/Ministry of Corporate Affairs or any such statutoryauthority as stipulated under Regulation 34 (3) read with clause 10 (i) of para C ofSchedule V to the SEBI Listing Regulations is appended to and forms part of the CorporateGovernance Report.

50. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The Directors also take this opportunity tothank all Investors Suppliers Vendors Banks Financial Institutions BusinessAssociates Contractors Government and Regulatory Authorities and Stock Exchanges fortheir continued support during the year.

Your Directors would also like to thank the members for reposing their confidence andfaith in the Company and its management.

DISCLAIMER :

Certain statements made in the Directors' Report and the Management Discussion andAnalysis may constitute ‘forward looking statements' within the meaning of applicablesecurities laws and regulations. Actual results could differ from those expressed orimplied. Several factors could make significant difference to the Company's operationsthat include labour and material availability and prices cyclical demand and pricing inthe Company's principal markets changes in interest rates changes in governmentregulations tax regimes economic development within India and other incidental factors.The Company does not undertake any obligation to publicly update any forward lookingstatements whether as a result of new information future events or otherwise.

For and on behalf of the Board
Hemant M. Shah
Executive Chairman
DIN: 00009659
Date : July 30 2020
Place: Mumbai

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