To the Members,
Your Directors are pleased to present the 36th Annual Report together with the Audited
Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st
March, 2023.
FINANCIAL RESULTS
The summarized financial results of the Company during the yearunder review are as
under:
(Amount in Rs. Lakhs)
| Particulars |
Standalone |
Consolidated |
|
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
| Interest Income |
112.81 |
69.93 |
112.81 |
69.93 |
| Dividend Income |
39.62 |
63.21 |
39.62 |
63.21 |
| Net Profit in Equity Derivative trading/ Share Dealing |
145.53 |
173.60 |
145.53 |
173.60 |
| Net gain on fair value change |
0.00 |
1464.25 |
0.00 |
1464.25 |
Total Revenue from Operations |
297.96 |
1770.99 |
297.96 |
1770.99 |
| Other Income |
0.91 |
1.09 |
0.91 |
1.09 |
Total Income |
298.87 |
1772.08 |
298.87 |
1772.08 |
| Expenses |
504.75 |
193.90 |
510.21 |
199.36 |
| Profit / (Loss) Before Tax |
(205.88) |
1578.18 |
(211.34) |
1572.72 |
| Tax Expense |
(10.04) |
54.13 |
(10.04) |
54.13 |
| Profit / (Loss) After Tax |
(195.84) |
1524.05 |
(201.30) |
1518.59 |
Profit / (Loss) for the year |
(195.84) |
1524.05 |
(201.30) |
1518.59 |
| Other Comprehensive Income for the year, net of tax |
(4.54) |
43.16 |
(4.54) |
43.16 |
Total Comprehensive Income for the year |
(200.38) |
1567.21 |
(205.84) |
1561.75 |
DIVIDEND
Your Directors are pleased to recommend a dividend of Re 1/- (Rupee One Only) per
equity share of face value of Rs. 10/- (Rupees Ten Only) each (i.e. 10%) for the financial
year ended 31st March, 2023.
The dividend, if approved at the forthcoming Annual General Meeting will be paid to
Members within the time period stipulated under the Companies Act, 2013 (subject to
deduction of Tax at source).
TRANSFER TO GENERAL RESERVE
The Board of Directors of your Company has decided not to transfer any amount to the
General Reserve for the year under review.
PERFORMANCE REVIEW & OUTLOOK
During the Financial Year (FY) 2022-23, the global economy, which was gradually
recovering from the COVID-19 related shocks, was challenged by various factors such as
high inflation, supply chain disruptions due to escalation in geo-political tensions and
reduced business and consumer confidence amidst heightened uncertainty. In the midst of
the challenges, India continued to be a ‘bright spot in the global economy with
resilient economic expansion.
Despite the uncertain global environment since early 2020, the Indian financial sector
has remained stable and resilient. Furthermore, the Non-Banking Financial sector has
played a crucial role in bridging the credit gap and supporting the growth of various
sectors such as micro, small and medium enterprises (MSMEs), agriculture and affordable
housing, among others.
The Company has taken adequate measures to control the cash flow and overhead
expenditures to manage the operations. There has been no impact on the internal financial
reporting and controls of the Company. At present, the Company is in position to fulfil
its legal obligations.
The Company posted Total Revenue of Rs. 297.96 Lakhs and Net Loss after tax of Rs.
(195.84) Lakhs for the Financial Year ended 31st March, 2023. Industry trends
and its future prospects have been summed up in the Management Discussion and Analysis
Report which forms part of this report.
STATUTORY STATEMENTS
(i) Share Capital
The Paid-up Equity Share Capital as on 31st March, 2023 stood at Rs.
7,13,76,650/- comprising of 7137665 Equity Shares of Rs. 10/- each. During the year under
review, the Company has not issued any Shares with differential voting rights or granted
stock options, sweat equity etc.
The Shareholding of Directors of the Company (including Promoter Director) is given in
the Corporate Governance Report forming part of this report.
(ii) Number of meeting(s) of the Board
During the year under review, Four Board Meetings were convened and held. The details
of such meeting(s) are given in the Corporate Governance Report, which forms an integral
part of this Report.
(iii) Committees of the Board
The Company has several Committees which have been established in compliance with the
requirement of the relevant provisions of applicable laws and statutes. As on 31st
March, 2023, the Board has four committees namely, Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.
A detailed note on the composition of the Committees is provided in the Corporate
Governance Report, which forms an integral part of this Report.
(iv) Public Deposits
The Company has not accepted any Deposits from the Public under Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
(v) Significant and other material orders passed by the regulators or courts
There are no significant material orders passed by the Regulators during the year under
review which has an impact on the Going Concern status and Companys operations in future.
(vi) Particulars of Loans, Guarantees or Investments
The principal business activity of the Company is to undertake financial services,
investing and dealing in various kinds of securities. Details of Loans, Guarantees and
Investments made by the Company in the ordinary course of its business are given in the
notes to the Financial Statements.
(vii) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo
The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and
technology absorption are not applicable to your Company.
The total foreign exchange earnings during the year under review and previous year is
NIL and total foreign exchange out go during the year under review and the previous year
is NIL.
(viii) Change in the Nature of Business
There is no change in the nature of business of the Company during the year under
review.
(ix) Maintenance of cost records
The nature of Companys business / activities is such that maintenance of cost records
under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.
(x) Material Changes and commitments
No material changes and commitments have occurred between the end of the financial year
to which the financial statements relate and date of this report, affecting the financial
position of the Company.
(xi) Reporting of frauds by the Auditors
No fraud has been noticed or reported by the Statutory Auditors during the course of
their Audit
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES (i) Subsidiaries
The Company has following Subsidiary as on 31st March, 2023:
Name of the Company |
As on 31st March, 2023 |
|
No. of Shares |
% of holding |
| 1. Mount Finance Limited |
830006 |
100.00% |
A separate statement containing the salient features of the Financial Statement of the
Companys Subsidiary is being provided in Form AOC-1 along with Financial
Statements in terms of Section 129(3) of the Companies Act, 2013. The Financial Statements
of the Subsidiary Company will be made available upon request by any Member of the Company
interested in obtaining the same. The Financial Statements of the Subsidiary Company will
also be kept for inspection by any Member of the Company at its Registered Office.
As per the threshold provided under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, there is no material subsidiary identifiedfor F.Y.
2022-23. The Company also has a Policy for Determining Material Subsidiaries in compliance
with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The said Policy is available on the website of the Company having following
web-link, http://www.hbstockholdings.com/Investor%20Information/Corporate%20
Governance/index.html
(ii) Joint Ventures
The Company is not having any Joint Venture business and no Company has become its
Joint Venture during the year under review.
(iii) Associate Companies
In terms of Section 2(6) of the Companies Act, 2013, the Company is not having any
Associate Company during the year under review.
MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT
As required under Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis
Report; a Report on the Corporate Governance together with the Compliance Certificate
Companys Statutory Auditors confirming compliance(s) forms anintegral part of this
report.
WHISTLE BLOWER POLICY – VIGIL MECHANISM
In terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and
pursuant to the provisions of Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Stakeholders, Employees
and Directors of the Company has been established. The Whistle Blower Policy is available
on the website of the Company having following web-link,
http://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/
index.html
RELATED PARTY TRANSACTIONS
The Related Party Transactions that were entered during the financial year under review
were on arms length basis and were in the ordinary course of business. The Audit
Committee has accorded its omnibus approval for the said transactions. The Company has not
entered into any materially significant Related Party Transaction under Section 188 and
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. None of the
Directors has any pecuniary relationships or transactions vis-? -vis the Company.
The details of all related party transactions entered by the Company during the Financial
Year 2022-23 are disclosed in Note No. 29 of the Financial Statements.
The Company has a Policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act, 2013, the
Rules made there under and Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy is available on the website of the Company
having following web-link,
https://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/
index.html
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company endeavors to preserve the confidentiality of un-published price sensitive
information and to prevent misuse of such information. The Company is committed to
transparency and fairness in dealing with all Stakeholders and in ensuring adherence to
all laws and regulation in force.
The Board of Directors has adopted the Code of Conduct for regulating, monitoring and
reporting of trading by insiders and other connected persons, in compliance with
Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time. The Code of Conduct lays down guidelines and procedures
to be followed and disclosures to be made while dealing with the Shares of the Company, as
well as the consequences of violation. The Code of Conduct has been formulated for
prevention of Insider Trading and to maintain the highest standards of dealing in Company
Securities.
Further, the Policy and procedure for inquiry in case of leak of unpublished price
sensitive information or suspected leak of unpublished price sensitive information have
been framed in line with the provisions of the Insider Trading Regulations, as amended.
PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY
In terms of Regulation 9 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Policy for
Preservation of
Documents & Archival thereof, which classify them in two categories as follows:
a) documents whose preservation shall be permanent in nature;
b) documents with preservation period of not less than eight years after completion of
the relevant transactions.
The said Policy is available on the website of the Company having following web link,
http://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/
index.html
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
In terms of RBIs Scale Based Regulations (SBR) effective from 01st October,
2022, the Board of Directors in their meeting held on 09th August, 2022 has
adopted the Risk Management Policy which sets out the framework for the management of
risks faced by the Company in the conduct of its business to ensure that all business
risks are identified, managed and
The contents of Risk Management Policy have been included in Management Discussion and
Analysis forming part of this report.
PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACEfrom the
The Company has zero tolerance for sexual harassment at workplace. The Company adopted
a Policy on prevention, prohibition and redressal of sexual harassment at workplace and
contituted an Internal Complaint Committee in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed thereunder. The Internal Complaint Committee comprises of following members:
(i) Mrs. Banmala Jha, Presiding Officer (Manager HB Estate Developers Ltd.)
(ii) Mrs. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a
Counsellor)
(iii) Mr. Mahesh Kumar Gupta, Member (Chief Financial Officer)
(iv) *Ms. Reema Miglani (Company Secretary)
(*) Appointed w.e.f 18th May, 2022
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and the Companies Act, 2013
Redressal) Act, 2013. The women employees were made aware about the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and rules made there under and the provisions of Internal Complaint Policy of the Company.
Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is provided in the Corporate Governance Report which
forms an integral part of this Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Companys internal control systems are commensurate with the nature of its
business, the size and complexity of its operations and such internal financial controls
with reference to the
Financial Statements are adequate.
The details in respect of internal financial control and their adequacy are included in
the
Management Discussion and Analysis, which forms a part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of Section 135(9) of the Companies Act, 2013, all the functions
of the CSR Committee are discharged by the Board of Directors of the Company as the
Companys CSR Obligation is less than 50 Lakhs and thus requirement of constitution of
Corporate Social Responsibility Committee is not applicable.
Further as per the provision of Section 135 of the Companies Act, 2013, every Company
having net worth of Rs. 500 Crore or more, or Turnover of Rs. 1000 Crore or more or a Net
Profit of Rs. 5 Crore or more during the immediately preceding financial year is required
to spend in every financial year, at least two percent (2%) of the average net profits
made during the three immediately preceding financial years, in pursuance of the CSR
Policy.
The Net Profit during the immediately preceding financial year 2021-22 was Rs. 1524.05
Lakhs, therefore the Company was required to spend at least two percent (2%) of the
average net profits of the Company made during the three immediately preceding financial
year, in pursuance of the CSR Policy as per the provisions of section 135 of the Companies
Act, 2013 read with FAQs issued by MCA.
The Average Net Profit for the preceding three financial years calculated as per the
provisions of
Section 198 of the Companies Act, 2013 was Rs. 566.97 Lakhs. Accordingly, the Company
was required to spend Rs. 11.34 Lakhs on the CSR activities during the financial year
2022-2023.
Brief outline of the CSR Policy of the Company and the initiatives undertaken by the
Company on
CSR activities in accordance with Schedule VII of the Companies Act, 2013 during the
financial year 2022-23 is provided in "ANNEXURE – I" in the format
prescribed under Companies (CSR Policy) Amendment Rules, 2022. The complete CSR Policy as
approved by the Board can be accessed on the Companys Website having the following web
link,
http://www.hbstockholdings.com/Investor%20Information/CSR/index.html
AUDITORS
(i) Statutory Auditors and their Report
The Shareholders in the 35th Annual General Meeting held on 22nd
September, 2022 had appointed M/s. N.C. Aggarwal & Co., Chartered Accountants (FRN:
003273N) as the Statutory Auditors of the Company for a term of five (5) consecutive years
i.e. from the conclusion of the 35th Annual General Meeting to the conclusion
of 40th Annual General Meeting to be held in the year 2027.
There are no qualifications, reservation, adverse remark, observations, or disclaimer
given by the Auditors in their Report. The Report given by the Statutory Auditors on the
Financial Statements of the Company for the Financial Year 2022-23, is part of the Annual
Report and self-explanatory.
(ii) Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, ‘Marv & Associates LLP, Chartered Accountants, New
Delhi have been re-appointed to perform the duties of the Internal Auditors of the Company
for the financial year 2022-23 and their Report is reviewed by the Audit Committee on
quarterly basis.
(iii) Secretarial Auditors and his Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. A.N. Kukreja,
Proprietor, ‘A.N Kukreja & Co., Company Secretary in Practice have been
re-appointed to undertake the Secretarial Audit of the Company for the financial year
2022-23. The Secretarial Audit Report is enclosed as a part of this report as "ANNEXURE
– II".
The Secretarial Auditors have not made any qualification, reservation or adverse remark
or disclaimer in his Secretarial Audit Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(a) Appointment / Re-appointment / Resignation of Directors and KMP
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Anil Goyal (DIN:
00001938), Director shall retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. The Board of Directors recommends his
re-appointment.
Ms. Reema Miglani (M.No. A-45762) has been appointed as the Company Secretary and
Compliance Officer being the Key Managerial Personnel of the Company w.e.f. 18 th
May, 2022 as per the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Mrs.
Urvija Shah (DIN: 10155229) has been appointed as an Additional Director in the capacity
of Non-Executive Independent Director of the Company with effect from 23rd May,
2023 who holds office up to the date of the ensuing Annual General Meeting. The Company
has received a declaration to the effect that she is not disqualified under subsection (2)
of Section 164 of the Companies Act, 2013 and is not debarred from holding the office of
Director by virtue of any SEBI Order or any other such authority. In the opinion of the
Board, Mrs. Urvija Shah fulfill the conditions specified and the criteria of Independent
Director in terms of the provisions of Section 149 of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI Listing Obligations and Disclosure Requirements) Regulations,
2015 and she is independent of the management. On the recommendation of the Nomination and
Remuneration Committee, the Board of Directors recommends to the Shareholders, appointment
of Mrs. Urvija Shah as Non-Executive
Independent Director of the Company for a term of five (5) consecutive years w.e.f 23rd
May, 2023 considering her knowledge, background and extensive experience in the
secretarial & legal field. The appointment of Mrs. Shah will be an to the Companys
strategic direction and decision making. A resolution related to her appointment is
covered in item no 4 of the Notice of ensuing 36th Annual General Meeting.
(b) Declaration from Independent Directors
The Company has received declarations from all the Independent Director(s) confirming
that they meet with the criteria of Independence as prescribed both under Section 149(6)
of the Companies Act, 2013 and under Regulation 16(1)(b), 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
(c) Nomination and Remuneration Policy
The Company has a Nomination and Remuneration Policy for selection, appointment &
remuneration including criteria for determining qualifications, positive attributes of
Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company.
Brief outline / salient features of the Nomination and Remuneration Policy are as
follows:
-Nomination and Remuneration Committee has been empowered inter-alia to carry out
the following functions:
• Identification and selection of persons for appointment as Director, KMP or at
Senior Management level considering their qualification, experience and integrity.
• Determining the appropriate size, diversity and composition of the Board
.• Developing a succession plan for the Board and Senior Management of the Company
.• To recommend all remuneration, in whatever form, payable to senior management.
• Considering and determining the remuneration based upon the performance to
attract retain and motivate members of the Board
.• Approving the remuneration of the Senior Management including KMPs of the
Company.
• Evaluation of performance of the Board, its committees, individual directors and
Senior Management Personnel on yearly basis.
• To extend or continue the term of appointment of the Independent Director, on
the basis of the report of performance evaluation of Independent Directors
--Executive Directors / Managing Director are paid remuneration as per applicable
provisions of the Companies Act, 2013 and rules made there under
.Non-Executive Directors are paid sitting fees for attending each meeting of the Board
of Directors and the Committees constituted by the Board. The sitting fee for each meeting
of Board of Directors and the Committee of Directors has been fixed by the Board of
Directors within the overall ceiling laid down under the Companies Act, 2013.
The complete Nomination and Remuneration Policy of the Company is available on the
website of the Company having following web-link,
http://www.hbstockholdings.com/Investor%20Information/Corporate%20
Governance/index.html
(d) Board Diversity
The Company recognizes the importance and benefits of having the diverse Board to
enhance quality of its performance.
The Company believes that a diverse Board will enhance the quality of the decisions
made by the Board by utilizing the different skills, qualification, professional
experience, gender, knowledge etc. of the members of the Board, necessary for achieving
sustainable and balanced growth of the Company. The Board of Directors on the
recommendations of the Nomination and Remuneration Committee has adopted a Policy on
Diversity of Board of Directors in terms of Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
(e) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
carried out an annual performance evaluation of its own performance and of all the
Directors individually as well as the evaluation of the working of Audit, Nomination &
Remuneration and other Compliance Committees of Director in their meeting held on 10th
February, 2023. The manner in which the evaluation has been carried out is explained
in invaluableinput the Corporate Governance Report.
The Independent Directors also in their meeting held on 09th February, 2023
reviewed the performance of Non–Independent Directors, the Board as a whole and the
Chairman on the basis of structured questionnaire covering various aspects of the Boards
functioning such as adequacy of the composition of the Board and its Committees, execution
and performance of specific duties, obligations and governance. They also assessed the
quality, quantity and timeliness of flow of information between the Management of the
Company and the Board. The Independent Directors expressed Non-Independent Directors are
devoting their time, energy and expertise towards the progress of the Company and the
Chairman with his rich expertise has guided the directors in their performance towards the
progress of the Company.
(f) Remuneration of the Directors / Key Managerial Personnel (KMP) and Particulars of
Employees
The information required pursuant to Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the
Company is furnished hereunder:
(i) The ratio of the remuneration of each Director to the median remuneration of
the employees of the Company for the financial year; and the percentage increase in
remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year.
Sr. No. Name |
Category |
Ratio/Times per Median of employee remuneration |
% Increase in remuneration |
| 1. Mr. Lalit Bhasin |
Director (Non-Executive) |
N.A |
N.A |
| 2. Mr. Anil Goyal |
Director (Non-Executive) |
N.A |
N.A |
| 3. Mr. Ashish Kapur |
Director (Non-Executive) |
N.A |
N.A |
| 4. Mr. Harbans Lal |
Director (Non-Executive) |
N.A |
N.A |
| 5. Mr. Gulshan Rai |
Director (Non-Executive) |
N.A |
N.A |
| 6. Mrs. Asha Mehra |
Director (Non-Executive) |
N.A |
N.A |
| 7. Mr. Mahesh Kumar Gupta |
Chief Financial Officer |
|
No Increase |
| 8. Mr. Naresh Khanna(*) |
Manager |
|
43.48% |
| 9. Ms. Reema Miglani(**) |
Company Secretary |
|
No Increase |
(*) Increased retrospectively w.e.f 01st August, 2021. (**) Appointed w.e.f
18th May, 2022.
The Non-Executive Directors are paid only sitting fees for attending meeting of the
Board of Directors and the Committees constituted by the Board.
(ii) The increase in the median remuneration in current financial year as compared
to previous financial year is 2.42%.
(iii) There are Eight (8) permanent employees on the rolls of the Company as on 31st
March, 2023.
(iv) Average percentile increases already made in the salaries of employees other
than the managerial personnel in the last financial year is 20.59% as compared to the
43.48% percentile increase made in the managerial remuneration of the Manager.
(v) It is hereby affirmed that the remuneration paid is as per the Remuneration
Policy for Directors, Key Managerial Personnel and other Employees.
(vi) Statement of particulars of employees pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) &(3) of the Companies (Appointment and
Remuneration of
Managerial Personnel) Rules, 2014 for the year ended 31st March, 2023:
a) Details of top ten employee in terms of remuneration drawn as on 31st
March, 2023:
Sl. No. Name |
Designation |
Gross Remunera- tion received (In Rs.) |
Nature of Employ- ment |
Qualifica- tion |
Experi- ence (In Year) |
Date of Commence-ment of Employ- ment |
Age (In Year) |
Last Employ- ment held before joining the Company |
Number & Percen-tage of Equity Shares held |
Whether any such employee is a relative of any director or manager
of the company |
| 1 Mr. Naresh Khanna |
Manager |
33,71,845 |
Permanent |
B. Com, CS Inter |
35 |
22-02-2021 |
59 |
Oriental Bank of Commerce |
- |
No |
| 2 Mr. Mahesh Kumar Gupta |
Chief Financial Officer |
25,03,733 |
Permanent |
Graduate, CMA |
33 |
13-03-1995 |
54 |
Hero Cycle Limited |
- |
No |
| 3 Ms. Reema Miglani* |
Company Secretary |
7,26,968 |
Permanent |
CS |
7 |
18-05-2022 |
28 |
Arun Gupta & Associates |
- |
No |
| 4 Mr. Murari Lal |
Accountant |
3,81,072 |
Permanent |
M.com |
24 |
04-11-2006 |
48 |
Sudesh Soni & Co. (CA Firm) |
- |
No |
| 5 Mr. Jitendra Kumar |
Secretarial Assistant |
3,05,408 |
Permanent |
LLB |
16 |
08-07-2015 |
43 |
HB Portfolio Ltd. |
- |
No |
| 6 Mr. Ganga Singh Rawat |
Assistant |
2,47140 |
Permanent |
Matric |
25 |
01-04-2017 |
52 |
QR Properties Pvt. Ltd. |
- |
No |
| 7 Mr. Prashant Kumar |
Officer - Investment |
4,00,500 |
Permanent |
M.com |
7 |
15-03-2021 |
28 |
Chaudhary Construction Co. Pvt. Ltd. |
- |
No |
| 8 Mr. Tanish Chou Dhary(#) |
Equity Research Analyst |
3,82,962 |
Permanent |
MSc |
2.5 |
01-05-2022 |
26 |
Dune Group Limited |
- |
No |
| 9 Mr. Mohit Chauhan (^) |
Assistant Company Secretary |
2,07,667 |
Permanent |
CS |
5 |
02-08-2022 |
31 |
Octavious Plantations Limited |
- |
No |
| 10 Mr. Arun Kumar(!) |
Officer - Investment |
1,67,500 |
Permanent |
M.com |
6 |
01-08-2021 |
28 |
Vivek Arora & Associates |
- |
No |
(*) Appointed w.e.f 18th May, 2022. (#) Appointed w.e.f. 01st
May, 2022
(^) Appointed w.e.f 02nd August, 2022 and Resigned w.e.f. 30th
November, 2022 (!) Resigned w.e.f 30th August, 2022
b) Details of the Employees, who were in receipt of remuneration aggregating Rs.
1,02,00,000/- or more per annum: None
c) Details of the Employees, who were employed for part of the financial year and
was in receipt of remuneration not less than Rs. 8,50,000/- per month: None
d) Details of the Employees, who were employed throughout the financial year or
part thereof, was in receipt of remuneration in that year which, in the aggregate, or as
the case may be, at a rate which, in the aggregate, is in excess of that drawn by the
managing director or whole-time director or manager and holds by himself or along with his
spouse and dependent children, not less than two percent of the equity shares of the
Company: None
SECRETARIAL STANDARDS
During the year under review, the Company has complied with all the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
ANNUAL RETURN
The Annual Return (Form MGT-7) is available on the website of the Company having
following web link,
https://www.hbstockholdings.com/Investor%20Information/Annual%20Returns/indexx.html
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016)
There was no pending proceeding or application has been made under the Insolvency and
Bankruptcy Code, 2016.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof is not applicable.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to sub-section (3) & (5) of Section 134 of the Companies Act, 2013, it is
hereby stated that:
a) in the preparation of the Annual Accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures;
b) the Directors had selected such Accounting Policies and applied them consistently
and made judgments and estimates, that are reasonable and prudent so as to give a true and
fair view of the State of Affairs of the Company at the end of the Financial Year and of
the Profit or Loss of the Company forthatperiod;
c) the Directors had taken proper and sufficientcare for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the Annual Accounts on a going concern basis;
e) the Directors had laid down Internal Financial Controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGMENTS
Your Directors wish to thank and acknowledge the co-operation, assistance and support
extended by the Banks, Companys Shareholders and Employees.
|
For and on behalf of the Board of |
|
HB Stockholdings Limited |
|
Sd/- |
|
LALIT BHASIN |
Place: Gurugram |
(Chairman) |
Date: 23rd May, 2023 |
DIN: 00002114 |
+91-9892691696
