housing development infrastructure ltd share price Directors report

Dear Members,

Your Directors have pleasure in presenting the 23rd Annual Report of the Company together with the "Management Discussion and Analysis Report", "Corporate Governance Report" and "Audited Financial Statements" for the Financial Year ("F.Y.") ended March 31, 2019.

FINANCIAL PERFORMANCE

Your Companys performance during the F.Y. ended March 31, 2019 as compared to the previous F.Y. is summarised below:

				(र In Lacs)
Particulars	Standalone		Consolidated
	2018-19	2017-18	2018-19	2017-18
Revenue from operations	58,376.30	38,775.07	71,834.04	38,775.07
Other Income	1,744.13	1,461.99	1,747.11	1,385.86
Turnover	60,120.44	40,237.06	73,581.16	40,160.93
Total Expenditure	28,606.71	6,828.66	31,929.74	(1,483.89)
Profit before Interest, Depreciation and Tax (PBIDT)	31,513.73	33,408.40	41,651.42	41,644.82
Less: Depreciation	539.43	677.21	540.10	683.24
Interest	19,186.67	26,786.35	28,062.70	34,917.94
Profit before Tax (PBT)	11787.63	5,944.84	13,047.72	6,043.64
Tax Expenses	2,169.51	(3,587.66)	2,419.10	(3,523.09)
Profit after tax	9,618.12	9,532.50	10,627.73	9,566.73
Add: Other Comprehensive Income	(46.00)	95.78	(49.07)	99.70
Profit attributable to Non-controlling Interest			(1.05)	(3.04)
Profit attributable to Owner of the parent	9,572.11	9,628.28	10,578.47	9,669.47
Balance brought forward from previous year	55,826.51	46,198.23	19921.64	10,258.38
Less: Appropriations:
Transfer to General Reserve
Transfer to Debenture Redemption Reserve
Delisting of Subsidiary				(6.21)
Net Balance for the Year	65,398.63	55,826.51	30,500.11	19,921.64

STATE OF COMPANYS AFFAIRS AND PERFORMANCE REVIEW

The Turnover of the Company increase by 50.55 % and stood at र58,376.30 lacs as against र38,775.07 lacs in the previous year.

The Companys Profit from operations for the year ended March 31, 2019, decreased by 98.29 % to र11787.63 lacs as against र5,944.84lacs in the previous year.

The Net Profit for the year has decreased by 0.58 % to र 9,572.11 lacs as against र9,628.28 lacs in the previous year.

BUSINESS REVIEW

For the Real Estate Industry year 2017 was a watershed year, with the roll-out of game-changing policies such as Goods & Services Tax ("GST") and The Real Estate (Regulation and Development) Act, 2016 ("RERA"). Demonetizations impact started to taper off slightly however Residential sales are yet to catch up to the pre-demonetisation level. Commercial project is showing improved interest and these have impacted demand for floor space index ("FSI") and Transfer of Development Rights ("TDR").

The Company is currently developing various projects at Kurla, Nahur, Mulund and Palghar.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report attached with the Boards report.

SUBSIDIARY COMPANIES

As at March 31, 2019, your Company has following subsidiaries:

Sr. No.	Name of Subsidiary
1	BKC Developers Private Limited
2	Guruashish Construction Private Limited
3	Lashkaria Construction Private Limited
4	Mazda Estates Private Limited
5	Privilege Power and Infrastructure Private Limited
6	Blue Star Realtors Private Limited (till April 12, 2018)

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), read with relevant rules of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report. A statement containing salient features of financial statements of subsidiary companies in Form AOC 1 is included in the Annual Report at Page No. 128.

Pursuant to provisions of Section 136 of the Act, the separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company on all working days between 10:00 a.m. to 12:00 noon, for a period of 21 days before the date of the Annual General Meeting ("AGM"). Your Company will also make available these documents upon a written request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies is also available on the website of your Company at www.hdil.in.

DIVIDEND

In view of the current market and industry scenario, your Board has been actively pursuing paring of its debt by monetising its land banks, your Directors have not recommended payment of any Dividend for the F.Y. ended March 31, 2019.

DEBENTURES

During the F.Y.2018-19, your Company has not issued any Debentures. Debenture Redemption Reserve has been available and is part of General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2019 is र4,54,00,39,860.The equity shares of your Company continue to be listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

During the year under review the Company had converted 2,00,00,000 Convertible Warrants into Equity Shares ranking pari passu to the existing equity shares of the face value of र10 each at a premium of र 60.50 to Mr. Sarang Wadhawan, Promoter of the Company.

During the year under review the Company had allotted 2,00,00,000 Convertible Warrants having option to apply for and be allotted equivalent number of equity shares of the face value of र10 each at a premium of र21.10 to Mr. Sarang Wadhawan, Promoter of the Company. The said warrants had been converted into equity Shares on May 30,2019 and the same is under the process of listing.

RESERVES

During the year under review, your Company has transferred no amount to General Reserves.

DEPOSITS

Your Company did not hold any public deposits at the beginning of the year, nor it has accepted any deposits from the public during the F.Y., within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL EVENT – CORPORATE INSOLVENCY RESOLUTION PROCESS OF A WHOLLY OWNED SUBSIDIARY COMPANY

The Honble National Company law Tribunal ("NCLT") Mumbai bench after admission of petition filled by Union Bank of India under Section 7 of Insolvency and bankruptcy Code, 2016 ("IBC Code") read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 has ordered the commencement of the Corporate Insolvency Resolution process to its Wholly owned subsidiary Company –Guruashish Construction Private Limited due to default in repayment of the Loan and interest thereon on July 24, 2017. Accordingly the powers of the Board of Directors suspended pursuant to section 17(1)(b) of the IBC Code and Mr. R. K. Bhuta was appointed as Interim resolution Professional for the management of the affairs of the Company.

Further, the resolution plan submitted by the Resolution professional Mr. R. K. Bhuta to National Company Law Tribunal ("NCLT") has not been accepted by NCLT due to termination of Development Agreement by MHADA. The termination letter has been challenged by the Resolution Professional in the National Company Law Appellate Tribunal ("NCLAT") which has been rejected and thereafter the said order of NCLAT has been challenged by the Resolution Professional in the Honorable Supreme Court by way of appeal bearing no C.A 12248 and the same is pending.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company, as prescribed under Section 92(3) of the Act and Companies (Management and Administration) Rules, 2014, framed thereunder, is attached as Annexure-A as well as displayed on the website www.hdil.in.

DIRECTORS

As on March 31, 2019, the Board of the Company consisted of six directors, of whom two were executive, four were non-executive and independent (including one woman director).The Company has an executive Chairman. During the year there was no change in the Composition of board of Directors.

All Independent Directors have submitted declarations that each of them meets the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The terms and conditions of the appointments of Independent Directors have been placed on the website of the Company www. hdil.in.

Your Company has conducted the familiarisation programme for all its Directors covering the matters as specified under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), details of which has been hosted on the Companys website at http://www.hdil.in/pdf/policies/ familiarisation-programme-for-independent-directors.pdf.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Act:

a) in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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 as at March 31, 2019 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have 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 are 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.

CORPORATE GOVERNANCE

Your Company has its Corporate Governance philosophy on transparency, accountability, values and ethics, which forms an integral part of the Managements ongoing activity towards achieving excellence, growth and value creation. Your Company is committed to highest standards of Corporate Governance and disclosure practices to ensure that its affairs are managed in the best interest of all stakeholders.

A report on Corporate Governance together with a certificate received from M/s. Rajeswari & Associates, Chartered Accountants, Statutory Auditors of the Company confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations is given separately which forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met on various occasions to discuss and decide various affairs, operations of the Company and to supervise and control the activities of the Company. The schedule of the Board/Committee Meetings to be held in the forthcoming F.Y. will be circulated to the Directors in advance to enable them to plan their schedule for their effective participation in the Meetings.

During the F.Y., the Board met 4 (Four) times viz. on 30-05-2018, 14-08-2018, 14-11-2018, 14-02-2019.

Details on the composition of the Board, Committees, meetings held, attendance thereat are provided in the Corporate Governance Report and forms part of this Report.

COMMITTEES OF THE BOARD

Your Company has following committees of the Board as a part of good corporate governance practices and which are in compliance with the requirements of the relevant provisions of applicable laws and statutes:

Audit Committee;

Nomination and Remuneration Committee;

Stakeholders Relationship Committee;

Corporate Social Responsibility Committee ("CSR Committee")

Internals Control Committee and;

Finance Committee.

The details with respect to the compositions, terms of reference including powers, roles etc. of relevant committees are given in detail in the ‘Report on Corporate Governance of the Company which forms part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of the following Directors:

Ms. Sandhya Baliga	-	Chairperson
Mr. Lalit Mohan Mehta	-	Member
Mr. Raj Kumar Aggarwal	-	Member

All the recommendations made by the Audit Committee were accepted by the Board.

STAKEHOLDER RELATIONSHIP COMMITTEE

As per the recent amendments in the SEBI (Listing Obligations & Disclosure Regulations), 2015 as recommended by Kotak Committee applicable from 01st April, 2019, the Stakeholders Relationship Committee (‘SRC) should consist of at least three directors as members, with at least one being an independent director.

Further, the role of the SRC has been widened to include the following:

a) Resolve security holders grievances including complaints relation to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings, etc.

b) Review measures taken for effective exercise of voting rights by shareholders.

c) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent.

d) Review various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the security shareholders of the entity.

In order to comply with the abovementioned amendments, Mr. Raj Kumar Aggarwal, Independent Director of the Company was appointed as a member of Stakeholders Relationship Committee vide Board Resolution dated February 14, 2019.

Currently, Stakeholders Relationship Committee comprises of the following Directors: Mr. Lalit Mohan Mehta - Chairman Mr. Sarang Wadhawan - Member Mr. Rajkumar Aggarwal - Member

STATUTORY AUDITORS

M/s. Rajeswari & Associates, Chartered Accountants (Firm Registration Number 123005W), was appointed as Statutory auditor of the Company by the members for a term of five consecutive years, from the conclusion of 21st AGM till the conclusion of the 26thAGM of the Company (subject to ratification of their appointment at every AGM, if required under the ACT).

However, pursuant to the Companies Amendment act, 2017 which was notified on May 7, 2018, the provision relating to ratification of appointment of auditors by Members at every AGM has been done away with.

EXPLANATION ON AUDITORS REPORT

As regards the observation by the Auditor in the Auditors Report regarding delay in payment of Statutory dues, arrears of interest on Service Tax and VAT will be cleared upon completion of assessment of the respective years.

In respect of Income Tax demands, your Directors would like to state that the Company has filed appeals against the demand raised by the Assessing officer and the same is pending for disposal at various stages. Your Company is confident based on the advice of Advisors that the outcome of the appeals will be decided in favor of the Company.

The Company has made payment in part of its dues to bank/Financial institution in accordance with the One Time Settlement Agreement with them. Few banks have yet to approve One Time Settlement proposal and upon receipt of sanction, payments will be made to said Banks/Financial Institution.

There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors in their Report dated May 30, 2019, on the financial statements of the Company for F.Y. 2018- 19.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SG & Associates, Company Secretaries (C.P. No. 5722) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure ‘D.

There are no qualifications, reservations, adverse remarks or disclaimers made by Secretarial Auditors, in their Report dated May 30, 2019, on the Secretarial and other related records of the Company for the F.Y. 2018-19.

COST AUDITORS

In pursuance of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board, on recommendation of Audit Committee, has appointed M/s. Ketki D. Visariya & Co., Cost Accountants (Firm Registration No. 00362), as the Cost Auditors to conduct the Cost Audit for the F.Y. 2019-20 at a remuneration of र1,00,000/- and reimbursement of out of pocket expenses plus applicable taxes.

As required under the Act, ratification by the Members pertaining to the remuneration payable to the Cost Auditors forms part of the Notice of the ensuing AGM and the respective Resolution is recommended for your consideration.

COST RECORDS

Pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013, in relation to construction industry, the specified accounts and records have been made and maintained by the Company

INTERNAL FINANCIAL CONTROL

Your Company has in place adequate internal financial controls with reference to financial statements and to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

Pursuant to Section 186 of the Act, particulars of the loans given, investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by such recipient are provided under respective notes in financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the F.Y. 2018-19 were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted and hence the disclosure in form AOC-2 is not required.

During F.Y.2018-19, there are no material related party transactions with Promoters, Directors or Key Managerial Personnel ("KMP"). The Company has in place a policy on Materiality of and Dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. Suitable disclosures as required under AS-18 have been made in Note 37 of the Notes to the financial statements.

Pursuant to Regulation 23 of the Listing Regulations, the Company has in place a Policy on dealing with Related Party Transactions, which has been hosted on Companys website at http://www.hdil.in/pdf/policies/policy-on-materiality-of-and-dealing-with-related-party-transactions.pdf

POLICY FOR DETERMINING ‘MATERIAL SUBSIDIARIES

As required under Regulation 16(1)(c) of the Listing Regulations, the Company has in place a Policy for Determining ‘Material Subsidiaries, which has been hosted on Companys website at http://www.hdil.in/pdf/policies/policy-for-determining-material-subsidiary.pdf

POLICY UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and under Regulation 8 read with Regulation 3(2A) the Company has amended Codes of Fair Disclosure and Conduct to include policy for determination of "legitimate purposes" as a part of it, which has been hosted on Companys website at http://www.hdil. in/investor-relations/corporate-governance/codes/

The Company has also amended Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders according to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 which inter-alia includes amendment in the trading window closure period.

Henceforth, the trading window closure period will be from 1st day of each quarter till 48 hours after the declaration of financial results.

The Policy has been hosted on has been hosted on Companys website at http://www.hdil.in/investor-relations/corporate-governance/codes/

RISK MANAGEMENT

Pursuant to Regulation 21 of Listing Regulations, your Company has in place a Risk Management Committee which identifies, evaluates, manages and monitors the risks that can impact the Companys ability to achieve its strategic and financial objectives and monitors risk tolerance limits, reviews and analyses risk exposure related to specific issues and provides oversight of risk across the organisation.

The Board has in place a Risk Management Policy to identify and assess the key risk area, monitor and report compliance and effectiveness of the policy and procedure.

VIGIL MECHANISM

Your Company has a Vigil Mechanism for their Directors and employees to report their genuine concerns or grievances and in order to report such concerns or grievances, the Company has formal Whistle Blower Policy in place.

Your Company assures cognizance of complaints made and suggestions given by the employees. Even anonymous complaints will be looked into and whenever necessary, suitable corrective steps will be taken.

The Whistle Blower Policy, provides for adequate safeguards against victimisation of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been put up on the Companys Website at www.hdil.in.

NOMINATION AND REMUNERATION POLICY

The Board has in place a policy which lays down criteria for selection and appointment of Board Members. The policy also lays down a framework in relation to remuneration of Directors, KMP and Senior Management of the Company. The Policy also includes the criteria for determining qualifications, positive attributes and independence of Directors.

The detailed policy is annexed to the Report on Corporate Governance, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

Your Company has in place a CSR Committee which is in compliance to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, which comprises of the following Directors:

1)	Mr. Rakesh Kumar Wadhawan	- Chairman
2)	Mr. Sarang Wadhawan	- Member
3)	Mr. Lalit Mohan Mehta	- Member

Your Company has also in place a Corporate Social Responsibility ("CSR") Policy which is available on the website of the Company at www.hdil.in.

The average Net Profit of the Company for last three F.Y. is र18,481.16Lacs and accordingly the Company requires to spend र369.62 Lacs on CSR activities.

The Company has setup a trust in the name of ‘HDIL Foundation with the objectives of starting and maintain educational institutions, open boarding houses and hostels for students, libraries, donations for working of educational institutions and charitable purpose, to establish hospitals, research laboratories and medical centers, general welfare and upliftment of poor and needy people, digging wells and providing drinking water, to organize seminars/meetings/camps for awakening of general masses, to give relief in the stress of famine/fire/tempest/cyclone/earthquake or other natural calamity.

The Company however has initiated certain obligations through undertaking of SRA project, where social and economically backward people have been beneficiary of these projects, in the following ways:

i. transportation facilities to the school going children of slum dwellers;

ii. providing additional safety measure to enhance security of labour at construction sites and

iii. free medical camps for the labourers and their families. Further, your Company is irregular in paying off its statutory dues and financial commitments to the Banks and Financial Institutions, hence, the Board is of the view that CSR activities needs to be undertaken only after the Company has regularised in meeting all its obligations. The CSR disclosure as per the prescribed format is attached as Annexure- B.

Board Evaluation

Pursuant to the provisions of the Act, Regulation 17 & 25 of the Listing Regulations and Guidance Note on Board Evaluation issued by the SEBI vide its circular dated 5 January 2017, the Nomination and Remuneration Committee has devised criteria for evaluation of the performance of Directors including Independent Directors. The Board has carried out the annual performance evaluation of its own performance, its Committees and Directors. The exercise was led by the Lead Independent Director.

The evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, corporate governance & compliance management etc.

Separate exercise was carried out to evaluate the performance of Non-executive Independent Directors on parameters such as experience, attendance, independence criteria, acquaintance with the business, effective participation, vision and strategy, contribution and independent judgment. The manner in which the evaluation was carried out was explained in the Report on Corporate Governance, which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

Your Directors place on record their appreciation for the contributions made by the employees of the Company at all levels. Relations between employees and the Management continued to be cordial during the year.

The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the same is open for inspection at the Registered Office of your Company on all working days between 10:00 a.m. to 12:00 noon upto the date of the Meeting. Copies of this statement may be obtained by the Members by writing to the Company Secretary of your Company.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure ‘C.

REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013

Your Company is committed to providing and promoting a safe and healthy work environment for all its employees.

Your Company has in place a policy on ‘Prevention of Sexual Harassment ("POSH") in line with the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The POSH Policy is displayed on the Companys intra-net ‘HDIL World. Internal Complaints Committee has been constituted to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy.

During F.Y. 2018-19, your Company has not received any complaint on sexual harassment.

INVESTORS RELATION AND GRIEVANCES

Investors relations have been cordial during the year. As a part of compliance, the Company has in place Stakeholders Relationship Committee to deal with the issues relating to investors. There were no investors grievances pending as on March 31, 2019. A confirmation to this effect has been received from the Companys Registrar and Share Transfer Agent ("R&T").

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014,for the year ended March 31, 2019, is as under:

CONSERVATION OF ENERGY

Your company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to regulatory requirements and guidelines. The construction team under the guidance of expert engineers of the Company continuously strives and devises various means to conserve energy and identify methods for optimum use of energy.

Initiatives are taken for energy efficiency systems for Buildings in various phases like design, building and occupation by considering various options and appropriate measures for energy conservation which are stated as following:

• A Building Management System (BMS) or a (more recent terminology) Building Automation System (BAS); Energy Efficiency System;

• Insulation;

• Multipane Windows, Window Treatment and Storm Doors, UPVC Doors/Windows etc.;

• Zoning System and

• Passive solar Design.

RESEARCH AND DEVELOPMENT

The Company has undertaken Research and Development ("R&D") activity in development of technology in the area of construction.

In todays competitive market where it is obvious need to construct with optimum cost, reduced schedule while maintaining highest standard of quality, your Company is actively involved in R&D activities. Some of them are:

Optimization of Space:

Mechanical Car Parking

• DOKA formwork;

• ULMA formwork;

• MIVAN formwork;

• Installation of safety apparatus for emergency evacuation purpose in an unlikely event of hazard;

• Study, Analysis and use of various shuttering patterns for economy, conservation of time and better quality of work;

• Substitution of Diaphragm wall with sheet piling as shoring options;

• Study, Analysis and use of composite structure in place of conventional structure;

• Optimization of resources and their recycling for further use;

• Use of environment friendly materials and developing green building concept and Analysis and study of trade off among various services for optimization.

Emphasis is given on time, cost and quality and setting an efficient trade-off among these three variables of Project management in R&D efforts.

Ingstrom Fire Escape Chutes

Initiatives for Sustainable Building Energy Conservation

GREEN PAINTS FOR GREEN BUILDING:

Introduction:

Paints can have a major impact on the overall aesthetics of a space; sometimes more than even flooring and furnishing because of the enormous square footage of the coverage.

According to the US Environmental Protection Agency (USEPA), 9% of the airborne pollutants creating ground level ozone come from the VOCs (Volatile Organic Compound) in the Paint.

VOC refers to a class of chemicals which evaporates easily at room temperature. When these VOCs off-gas, they may cause a variety of health problems like nausea, dizziness, irritation of eyes and respiratory tract, and more serious illness like heart, lung or kidney damage and cancer.

Low and Zero VOC paints have little or no smog-forming emission. Use of high VOC content materials can cause illness and may decrease occupant productivity. These problems result in increased expenses and liability for building owners, operators and insurance companies.

Benefits:

Using the Low VOC or Zero VOC paint we can eliminate the detrimental effect of ground level ozone on human health, agricultural crops, forests and ecosystem. Healthy occupants are more productive and have less illness- related absenteeism.

LED LIGHTS

Introduction:

LEDs are light emitting diodes, are a technology that allows for extremely energy efficient and extremely long-lasting light bulbs. An LED light bulb can reduce energy consumption by 80-90% and last around 100,000 hours. They even light up faster than regular bulbs (which could save your life if there are LEDs in the brake lights of your car).

Ecologically Friendly:

LED lights are free of toxic chemicals. Most conventional fluorescent lighting bulbs contain a multitude of materials like e.g. mercury that are dangerous for the environment.

LED lights contain no toxic materials and are 100% recyclable, and will help you to reduce your carbon footprint by up to a third. The long operational life time span mentioned above means also that one LED light bulb can save material and production of 25 incandescent light bulbs. A big step towards a greener future.

Zero UV Emissions:

LED illumination produces little infrared light and close to no UV emissions.

Because of this, LED lighting is highly suitable not only for goods and materials that are sensitive to heat due to the benefit of little radiated heat emission, but also for illumination of UV sensitive objects or materials such as in museums, art galleries, archeological sites etc.

Security Systems:

The Company has following Security Systems at its office and site:

Fire Alarm System and

Water Curtain System

TECHNOLOGICAL ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

		(र In Lacs)
Year	2018-19	2017-18
Foreign exchange earnings	-	-
Foreign exchange outgo

PARTICIPATION IN THE GREEN INITIATIVE

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs ("MCA") for correspondences by Corporates to its shareholders through electronic mode. All the shareholders who have not so far substituted/updated their e-mail id are requested to join the said program at sending e-mail of their preferred e-mail addresses to the R&T at rajeev.kr@karvy.com or to the Company on info@hdil.in.

REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and future operations of the Company.

INFORMATION OF MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2019 and prior to May 30, 2019, being the date of this report.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations including raw material availability and its price, pricing in the Companys principle markets, changes in Government regulations, Tax regimes and economic developments within India.

APPRECIATION

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees of the Company and its Associates at all levels and wish to convey their appreciation to the Banks, Financial Institutions, Government Authorities, Customers and other Stakeholders for the excellent assistance and co-operation received and wish to place on record their gratitude to the Members for their trust, support and confidence reposed in the Company.

	For and on behalf of the Board of Directors
	Mr. Rakesh Kumar Wadhawan
Place: Mumbai	Executive Chairman
Date: May 30, 2019	DIN : 00028573