HB Estate Developers Ltd Directors Report.

TO THE MEMBERS

Your Directors are pleased to present the 28th Annual Report together with the Audited Financial Statements and Auditors Report for the Financial Year ended 31st March, 2022.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company during the year under review are as under:-

(Amount in Rs. Hundreds)

PARTICULARS

Standalone

Consolidated

Year Ended 31.03.2022 Year Ended 31.03.2021 Year Ended 31.03.2022 Year Ended 31.03.2021
Revenue from Operations 5043398.80 2440144.56 5043398.80 2440144.56
Other Income 157210.85 81512.92 157210.85 81512.92
Total Revenue 5200609.65 2521657.48 5200609.65 2521657.48
Expenses 7400104.09 6627747.02 7400104.09 6627747.02
Profit/(Loss) for the year before Tax (2199494.44) (4106089.54) (2199494.44) (4106089.54)
Tax Expense (632240.84) (1069127.16) (632240.84) (1069127.16)
Profit/(Loss) for the year after Tax (1567253.60) (3036962.38) (1567253.60) (3036962.38)
Other Comprehensive Income 17068.50 6773.52 17068.50 6773.52
Total Comprehensive Income/ (Loss) for the year (1550185.10) (3030188.86) (1550185.10) (3030188.86)

PERFORMANCE REVIEW & OUTLOOK

The revenue and profitability of the Company was affected due to the outbreak of the second and third wave of the COVID - 19 pandemic during the financial year. The Lockdown imposed by Central and State Governments as well as other countries globally and consequent travel restrictions to avoid the spread of the COVID-19 pandemic had an adverse effect on the financial performance of the Companys Hotel Unit. India had successful vaccination drive that resulted to decline in COVID-19 infections led to improvement in FY 2021-22 as compared with the preceding Financial year. The Standalone revenue from operations of the Company increased to Rs. 50433398.80 Hundreds as compared to Rs. 2440144.56 Hundreds in the previous year, registering a growth of 106.68%. Consequently, the Company reported a Loss before Tax for FY 2021-22 of Rs. 2199494.44 Hundreds in comparison with Rs. 4106089.54 Hundreds for FY 2020-21.

The Company has taken various initiatives to protect the health and safety of employees and guests in the hotel in line with the World Health Organization (WHO) guidelines.

A detailed analysis of the operations of your Company during the year under review is included in the Management Discussion and Analysis forms a part of this Annual Report.

DIVIDEND

In view of accumulated losses, the Board of Directors expressed their inability to propose any dividend for the year ended 31st March, 2022.

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.

STATUTORY STATEMENTS

(i) Share Capital

The Companysissued and subscribed share capital consists of Equity and Redeemable Preference Share Capital. The Paid-up Share Capital of the Company as on 31st March, 2022 stood at Rs. 1,24,45,99,470/- comprising of 19459947 Equity Shares of Rs. 10/- each and 10500000 Redeemable Non-Cumulative Non-Convertible Preference Shares of Rs. 100/- each.

The Shareholding of Directors of the Company (including Promoter Director) is given in the Corporate Governance Report forming part of this report.

During the year under review, there has been no change in the capital structure of the Company.

(ii) Number of meeting(s) of the Board

During the financial year under review, 5 (five) Board Meetings were convened and held with a minimum of one meeting in each quarter and the gap between two consecutive Board meetings was less than one hundred and twenty days.

The details of such meeting(s) are given in the Corporate Governance Report which forms integral part of the Boards 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, 2022, the Board has four committees namely, Audit Committee, Nomination

and Remuneration Committee, Stakeholders Relationship Committee including one NonMandatory Committee viz. Securities Committee. A detailed note on the composition of the Committees is provided in the Corporate Governance Report, which forms an integral part of the BoardRs.s Report.

During the year under review, the Board has dissolved CSR Committee in pursuant to the amended provisions of Section 135 of the Act and another is Non-Mandatory Committee viz. Business Restructuring Committee.

(iv) Public Deposits

The Company has not accepted any Deposits from the Public under Section 73 of the Act 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 or Courts or Tribunal 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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act 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 Act read with Rule 8 of the Companies (Accounts) Rules 2014 in respect of conservation of energy and technology absorption which are not applicable to your Company.

The total foreign exchange earnings during the year under review is 330651.66 Hundreds and for previous period is Rs. 134166.15 Hundreds and total foreign exchange out go during the year under review is Rs. 36185.88 Hundreds and for previous period is Rs. 44132.98 Hundreds.

(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 Act 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 does not have any Subsidiary and no Company has become or ceased to be CompanysSubsidiary during the year under review.

The Board of Directors has approved a Policy for Determining Material Subsidiaries in compliance with the provisions of Regulation 16 of the SEBI Listing Regulations. The Policy for Determining Material Subsidiary has been suitably modified as per the provisions of the SEBI Listing Regulations, as amended from time to time. The said Policy has been uploaded on the website of the Company, www.hbestate.com having following web link, https://www.hbestate.com/Investor%20Information/Corporate%20Governance/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 Act, Parsvnath HB Projects Pvt. Ltd. is the Associate Company. A separate statement containing the salient features of the Financial Statement of the CompanysAssociates is being provided in Form AOC-1 along with the Financial Statements in terms of Section 129(3) of the Act.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the Management Discussion & Analysis Report; a Report on the Corporate Governance together with the Compliance Certificate from the CompanysStatutory AuditorRs.s confirming compliance(s) forms an integral part of this report.

VIGIL MECHANISM - WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) & (10) of the Act and pursuant to the provisions of Regulation 22 of the SEBI Listing Regulations, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established. The Whistle Blower Policy duly approved by the Board of Directors is available on the website of the Company having following web-link, https://www.hbestate.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 armRs.s length basis and were in ordinary course of business. The Audit Committee has accorded its omnibus approval for the said transactions.

Further, during the year under review, the Company has not entered into any materially significant Related Party Transaction under Section 188 of the Act. 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-a-vis the Company. Suitable disclosure required under Accounting Standard (IND AS24) have been made in the notes to the Financial Statement.

The Board of Directors, on the recommendation of the Audit Committee, has approved a Policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Act, the Rules made there under and Regulation 23 of the SEBI Listing Regulations. The Policy on Related Party Transactions has been suitably modified as per the applicable provisions of the Act and SEBI Listing Regulations, as amended from time to time. The Policy is available on the website of the Company having following web link, https://www.hbestate.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 Regulations. 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. The Code of Conduct has been suitably modified as per the provisions of the Insider Trading Regulations and SEBI Listing Regulations, as amended from time to time.

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 SEBI Listing Regulations, the Board of Directors in their meeting held on 10th February, 2016 has adopted a Policy for Preservation of Documents & Archival thereof, classifying 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, https://www.hbestate.com/Investor%20Information/Corporate%20Governance/index.html

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors 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 monitored. 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 WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. The Board of Directors constituted the Internal Complaint Committee and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace 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 Company has two Internal Complaint Committees one is at the Registered Office and another at CompanysHotel Unit i.e. Taj City Centre, Gurugram.

The Internal Complaint Committee at Registered Office comprises of following members:

(i) Ms. Banmala Jha, Presiding Officer (Manager)

(ii) Ms. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a Counsellor)

(iii) Mr. Anil Goyal, Member (Director)

(iv) Ms. Radhika Khurana, Member (Company Secretary)

The Internal Complaint Committee at Hotel Unit comprises of following members:

(i) Ms. Shailza Sharma, Chairperson (HR Manager)

(ii) Ms. Leela Gupta, Assistant Chairperson (Sales Manager)

(iii) Ms. Ashadeep Sidhu, Member (Director of Finance)

(iv) Mr. Pradeep Kumar Yadav, Member (Security Manager)

(v) Mr. Sanket Chugh, Member (Director of Sales & Marketing)

(vi) Ms. Shalini Khanna, Member (NGO Representative)

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and 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 CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of Internal Controls. The information about Internal Controls is set out in the Management Discussion and Analysis forming part of this Report.

INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to CompanysPolicies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements.

AUDITORS

(i) Statutory Auditors

The Shareholders in the 23rd AGM held on 29th September, 2017 had appointed Rs.G. C. Agarwal & AssociatesRs., Chartered Accountants, Delhi (FRN 017851N) as the Statutory Auditors for a term of five (5) consecutive years i.e. from the conclusion of the 23nd Annual General Meeting to the conclusion of 28th AGM to be held in the year 2022.

In accordance with Section 139(2)(a) of the Act, an individual auditor cannot be appointed for more than one term of five (5) consecutive years. Accordingly, they are not eligible for the re-appointment. Therefore, the Board members at its meeting held on 25th May, 2022 have recommended to the shareholders for the appointment of M/s N.C. Aggarwal & Co., Chartered Accountants (FRN: 003273N) (“Audit Firm”), as the Statutory Auditors of the Company to hold office for a term of five (5) consecutive years i.e. from the conclusion of the 28th AGM of the Company till the conclusion of the 33rd AGM to be held in the year 2027. They have provided written consent to the Company for the appointment as Auditors. They have also given the Certificate that they satisfy the criteria prescribed under Section 141 of the Act and the appointment, if made, shall be in accordance with the conditions laid down under the Act and Rules.

There are no qualifications, reservation, adverse remark, observations, comments 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 2021-22, is part of the Annual Report and self explanatory.

(ii) Internal Auditors

At the Board Meeting held on 25th May, 2022, Marv & Associates LLPRs., Chartered Accountants, New Delhi were re-appointed to perform the duties of the Internal Auditors of the Company for FY 2022-23 and their report is reviewed by the Audit Committee on quarterly basis.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of SEBI Listing Regulations, the Company has re-appointed Mr. A.N. Kukreja, Proprietor, Rs.A.N Kukreja & Co.Rs., Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as a part of this report as “ANNEXURE - I”.