To the Members,
Your Directors are pleased to present the 40th Annual Report together
with the Audited
Financial Statements 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 Rs. in Lakhs)
| Particulars |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
| Fee Received/ Advisory |
37.50 |
30.00 |
| Dividend Income |
0.17 |
0.00 |
| Net Gain on fair value changes |
15.21 |
24.82 |
| Total Revenue from Operations |
52.88 |
54.82 |
| Other Income |
0.13 |
0.00 |
| Total Income |
53.01 |
54.82 |
| Expenses |
32.19 |
34.99 |
| Profit / (Loss) Before Tax |
20.82 |
19.83 |
| Tax Expense |
(0.26) |
(0.04) |
| Profit / (Loss) for the year |
21.08 |
19.87 |
| Other Comprehensive Income for the year, net of tax |
(0.93) |
0.42 |
| Total Comprehensive Income for the year |
20.15 |
20.29 |
DIVIDEND
In view of the brought forward losses, the Directors regret their
inability to recommend Dividend for the Financial Year under review.
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 Profitafter tax of
Rs. 21.08 Rs.52.88LakhsandNet
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.
1,10,627310/- comprising of 11062731 Equity Shares of Rs. 10/- each. During the year under
review, the Company has neither issued any shares with differential voting rights nor
granted stock options nor sweat equity. The Shareholding of Directors of the Company
(including Promoter Director) is given in the Corporate Governance Report forming part of
this report.
(ii) No. of meeting(s) of the Board
During the year under review, four (4) Board Meetings were convened and
held. The details of such Board Meeting(s) are given in the Corporate Governance Report
which forms an 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, 2023, the Board has four committees namely, Audit
Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee 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 the Boards 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 the future.
(vi) Particulars of Loans, Guarantees or Investments under Section 186
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 and foreign and
outgo
The particulars required under Section 134(3)(m) of the Companies Act,
2013 read with Rules 8 of the (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 period is NIL and total foreign exchange out go during the year under review and
the previous period 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
The Company is not having any Subsidiary, Joint Venture and Associate
Companies during the year under review.
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.hbleasing.com/Investor%20Information/Corporate%20Governance/index.html
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 from the Companys Statutory Auditors confirming
compliance(s) forms anintegral part of this report.
WHISTLE BLOWER POLICY –VIGIL MECHANISM
In terms of the provisions of Sec 177(9) & (10) of the Companies
Act, 2013 and pursuant to the provisions of Regulation 22 of 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 duly approved
by the Board of Directors is available on the website of the Company having following web
link, http://www.hbleasing.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 Sec 188 of the
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 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 on Related Party Transactions has been
suitably modified as per the applicable provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time
to time. The Policy is available on the website of the Company having following web-link, http://www.hbleasing.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. 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 Board of
Directors in their meeting held on 12th 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, http://www.hbleasing.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 12th 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,
The contents of Risk Management Policy have been included in Management
Discussion and Analysis forming part of this report.
PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace. The
Board of Directors in their meeting held on 06th August, 2014 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 Internal Complaint Committee comprises of following members:
i. Mrs. Banmala Jha , Presiding Officer ( Manager HB Estate Developers
Limited)
ii. Mrs. Madhu Suri, Member (Working in the Delhi Legal Services
Authority as a Counsellor)
iii. Mr. Anil Goyal, Member (Managing Director)
iv. Ms. Sonali Sharma, Member (Company Secretary) 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 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 the Boards Report.
INTERNAL CONTROLS 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.
AUDITORS OF THE COMPANY
a) Statutory Auditors
The Shareholders in the 39th AGM held on 22nd
September, 2022 had appointed ‘N. C. Agarwal & Associates, Chartered
Accountants, Delhi (FRN 003273N) as the Statutory Auditors for a term of five th
Annual General Meeting to the conclusion of 44th AGM to be held in the year
2027.
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
2022-23, is part of the Annual Report and self explanatory.
b) Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and the Companies
(Accounts) Rules, 2014, the Company has re-appointed ‘Marv &
Associates LLP, Chartered Accountants, New Delhi for the financial year 2022-23 to
perform the duties of the Internal Auditors of the Company and their report is reviewed by
the Audit Committee on quarterly basis.
c) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Company has re- appointed Mr. Arun Gupta, Proprietor, ‘Arun Gupta &
Associates, Company Secretary in Practice to undertake the Secretarial Audit of the
Company Practice for the financial year 2022-23. The Secretarial Audit Report is enclosed
as a part of this report as "ANNEXURE – I".
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.
Lalit Bhasin (DIN: 00002114), 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.
The information on the Particular of Director eligible for Appointment
/ Re-appointment in terms of Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard – 2 issued by the Institute
of Company Secretaries of India has been provided in the Notes to the Notice convening the
Annual General Meeting.
(b) Declaration by Independent Directors
Mr. Lachmi Narain Malik and Mrs. Sapna Khandelwal are Non-Executive
Independent Directors on the Board of the Company. The Company has received declarations
from both the Independent Director(s) confirmingthat 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 Board of Directors, on the recommendation of the Nomination &
Remuneration Committee, has approved a 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 managed and monitored. 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.hbleasing.com/Investor%20Information/Corporate%20Governance/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, (5) consecutive yearsi. gender, knowledge .fromtheconclusionofthe39
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 of Directors 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. The manner in
which the evaluation has been carried out is explained in the Corporate Governance Report.
The Independent Directors also in their meeting held on 10th 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 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 Company has one Executive Director, Mr. Anil Goyal. No remuneration
is paid to him as he holds the officeof the Managing Director of HB Portfolio Limited and
opts to draw his remuneration from HB Portfolio Limited. The Non-Executive Directors are
paid only sitting fees for attending the meeting of the Board of Directors and the
Committees constituted by the Board. 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; & 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 |
% In- crease in remunera- tion |
| 1. Mr. Anil Goyal |
Managing Director (Executive) |
NIL |
NIL |
| 2. Mr. Lalit Bhasin |
Director (Non-Executive) |
NIL |
NIL |
| 3. Mr. Lachmi Narain Malik |
Director (Non-Executive) |
NIL |
NIL |
| 4. Mrs. Sapna Khandelwal |
Director (Non-Executive) |
NIL |
NIL |
| 5. Mr. C.P. Singh |
Chief Financial Officer |
|
NIL |
| 6. Ms. Sonali Sharma |
Company Secretary |
|
25% |
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
No Increase.
(iii) There are two permanent employees on the rolls of Company as
on 31st March, 2023.
(iv) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
No Increase
(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 Re- muneration received (In Rs.) |
Nature of Employment |
Qualification |
Experience (In Year) |
Date of Com- mencement of Employment |
Age (In Year) |
Last Employ- ment held before joining the
Company |
Percent- age/ No. of Equity Shares held |
Whether any such employee is a relative of
any director or manager of the company |
| 1. Mr. C.P. Singh |
Chief Financial Officer |
8,40,000 |
Permanent |
LLB,MBA |
31 |
07-01-1992 |
55 |
- |
- |
No |
| 2. Ms. Sonali Sharma |
Company Secretary |
5,25,000 |
Permanent |
CS, LLB |
4 |
09-07-2020 |
28 |
Venus Portfolios Private Limited |
- |
No |
Note: There are total 2 employees, details of which is given
hereinabove.
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
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.hbleasing.com/Investor%20Information/Annual%20Returns/
Returns%20PDF/MGT-7_2022.pdf
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 have been followed along with proper explanation relating
to material departures; b) the Directors have 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 for that period; c) the Directors have
taken proper and sufficient care 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 have 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 have 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 |
|
HB Leasing and Finance Company Limited |
|
Sd/- |
|
LALIT BHASIN |
| Place: Gurugram |
(Chairman) |
| Date: 26th May, 2023 |
DIN: 00002114 |
+91-9892691696
