hrb floriculture ltd Directors report

To,

The Shareholders,

Your Directors take pleasure to present the 28^th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31^st March, 2023.

1. Financial Summary

The Companys Financial Performance for the year ended on 31^st March, 2023 is summarized below:

(Amount in Rs. Hundreds)

Particulars	Financial Year 2022-23	Financial Year 2021-22
Net Profit/(Loss) for the year (before	(-5308)	(5,157)
depreciation and tax)
Less: Depreciation/ Amortization		144
Net Profit/(Loss) for the year (after		(5,301)
depreciation before tax)
Less:	-	-
Income Tax	-	-
Deferred Tax	(272)	(66)
Net profit/loss for the year (after	(5,580)	(5,367)
depreciation and tax)
Brought Forward Profit/(Loss) from last	(3,57,330)	(3,51,963)
year
Depreciation excess claimed	-	-
Balance as at year end carried over to	(362910)	(357330)
next year

2. Operations and Companys Affairs:

The Company is mainly engaged in the business of agricultural activities and dealing in securities market. The Companys financial performance has started dropping 4-5 years ago. The highlights of the Companys performance are as under:-

During the year under review, the total income of the company stood at Rs. 33/- as against Rs. 3156/- in previous financial year. The Net Loss before Tax is Rs. 5308,/- as against loss of Rs. 5,157/- in last financial year and the Net Loss after Tax is Rs. 5,580/- as against loss of Rs.5,367/- in the last Financial year (Amount in Rs. Hundreds).

The Companys financial position improved during the year as compared to the previous Financial

Year. The Company has conducted some business activity during the Financial Year 2022-23 and but the net worth of the Company is in negative and your Directors will strive to improve the performance for the growth of the Company.

3. Dividend

In view of losses incurred during the year, your Directors regret their inability to recommend any dividend for the Financial Year 2022-23.

4. Reserves

In view of losses, your directors do not propose to transfer any amount to the reserves of the company for the Financial Year ended 31^st March, 2023.

5. Capital Structure

During the Financial Year 2022-23, there is no change in capital structure of the Company and paid up share capital of the Company stands at Rs. 2,27,63,000/- (Rupees Two Crore Twenty Seven Lakh and Sixty Three Thousand only). The Company has not issued any shares / debentures during the financial year.

6. Material changes and commitments

As required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to material changes and commitments, your directors confirm that there are no such material changes and commitments affecting the financial position of the company which have occurred between the end of the Financial Year to which the financial statements relate till the date of the report.

7. Human Resources

Human Resources are invaluable assets of the Company. The Organisation takes pride in its human capital, which comprises of people from diverse backgrounds and cultures. In order to sustain this vital resource, the Company continues to build on meritocracy that will aid the organisation to be ready to embrace the new competencies for a sustainable future.

Various women friendly facilities like flexi-work timing and Anti-Sexual harassment policy has supported the women employees in carrying on with their career along with other responsibilities.

Special activities focusing on health, well-being and stress-free life is also organised thereby fostering employees personal and professional growth.

We are committed to provide a work environment that is free from discrimination and harassment for all our employees. The Company is an equal-opportunity employer and makes employment decisions based on merit and business needs. The Company prohibits harassment or discrimination of any kind, on the grounds of race, religion, nationality, ethnic origin, color, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

8. Directors and Key Managerial Personnel a) Board of Directors

The Board is in a fiduciary position, empowered to oversee the management function with a view to ensure its effectiveness and enhancement of stakeholder value. The Board decides on the policies to be implemented across the Company, and reviews and monitors its strategic direction and annual business plan and business objectives. The Board of Directors of the Company consists of eminent persons with considerable professional expertise and experience in business and sector of industry, finance, management and marketing.

Composition and Category

The composition of the Board of Directors with reference to number of Executive and Non-Executive Directors meets with the requirements of Section 149 of the Companies Act, 2013 and applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

As on 31^st March, 2023 there are (6)six Directors on the Board of Company out of which one is Executive Director, (5) are Non-Executive Directors including (3)three Independent Directors.

During the year, there were no changes the Board of the Company.

Retire by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sunita Parwal (DIN:00228289) is retiring by rotation at the ensuing Annual General Meeting, and being eligible for re-appointment seeks re-appointment as Director of the Company. The Board and Nomination and Remuneration Committee recommended her re-appointment at the ensuing Annual General Meeting.

At the last Annual General Meeting of the Company held on 29^th September, 2022, Mr. Vinod Upadhyaya (DIN:07809571)) was liable to retire by rotation and was re-appointed as Director, being eligible for the same.

Woman Director

The Company has Mrs. Sunita Parwal (DIN:00228289) as Woman Director in the Board of the Company as per the requirement of Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Independent Directors

The Company duly complies with the provisions of the Section 149 (4) of the Companies Act, 2013 and the Listing Regulations. The Company presently has on its Board, three Independent Directors, namely:-

1. Mr. Vimal Jugalkishor Chandak (DIN: 02550154)

2. Mr. Ramesh Kumar Somani (DIN: 05297951)

3. Mr. Amit Sharda (DIN: 05297954)

These Independent Directors were appointed on their second term and the tenure of these Independent Directors will be 5 years from their date of appointment which is 1^st April, 2019 till 31^st March, 2024. Also, Independent Directors are not liable to retire by rotation.

The Company has received declarations as per Rule-6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, amended as on date has been received from all the independent directors. Further, they also affirmed compliance regarding online registration with the ‘Indian Institute of Corporate Affairs" (IICA) for inclusion of name in the databank of Independent Directors. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under sub section (1) of Section 150 of the Companies Act, 2013, the Board of Directors have taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test or they have passed the exam as required by the institute.

The Board of the Company confirms that the Independent Directors have complied with the Code for

Independent Directors prescribed in Schedule IV of the Act.

The Company has devised the following policies:-

Terms and Conditions for appointment of Independent Directors available on the following web link https://hrb.co.in/Terms%20&%20Conditions%20for%20Independent%20Directors.pdf.

Code of Conduct of Independent Directors available on the following web link https://hrb.co.in/COC%20Independent%20Director-converted.pdf.

Following is the composition of the Board of Directors of the Company:-

Name of Directors	Designation/Category	*Directorship held in other Companies as on 31-03-2023	*Committee Membership/ Chairmanship held in other Companies as on 31-03-2023
Mr. Krishan Kumar Parwal	Managing Director
DIN:00228200		4	NIL
Mr. Vinod Upadhyaya	Non-Executive
DIN: 07809571	Director & Chief	NIL	NIL
	Financial Officer
Mrs. Sunita Parwal	Non-Executive
		2	NIL
DIN:00228289	Director
	Non-Executive
Mr. Ramesh Kumar Somani
	Independent	NIL	NIL
DIN:05297951	Director
	Non-Executive
Mr. Amit Sharda	Independent
		NIL	NIL
DIN:05297954	Director
	Non-Executive
Mr. Vimal Jugalkishor Chandak	Independent
		1	NIL
DIN:02550154	Director

* Includes private and public Companies

b) No. of Board Meetings

The Board of Directors of your Company met 4 (Four) times during the Financial Year 2022-23 (on 28.05.2022, 12.08.2022, 07.11.2022, 14.02.2023). The details of Board Meetings and the attendance of the Directors thereat are provided below. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013.

Name of Directors	Category	No. of Board Meetings held	No. of Board Meeting attend	Attendance at last AGM
Mr. Krishan Kumar Parwal	Managing Director	4	4	Yes
DIN:00228200
Mrs. Sunita Parwal	Non-Executive Director	4	4	Yes
DIN:00228289
Mr. Ramesh Kumar Somani	Non-Executive	4	4	Yes
	Independent Director
DIN:05297951
Mr. Amit Sharda	Non-Executive	4	4	Yes
DIN:05297954	Independent Director
Mr. Vimal Jugalkishor Chandak	Non-Executive	4	4	Yes
	Independent Director
DIN:02550154
Mr. Vinod Upadhyaya	Non-Executive Director	4	4	Yes
	& Chief Financial
DIN: 07809571
	Officer

c) Key Managerial Personnel

The Company duly complies with the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Following are the Key Managerial Personnel (KMPs) in the company:-

Name of Key Managerial Personnel (KMP)	Category
Mr. Krishan Kumar Parwal	Managing Director
Mr. Vinod Upadhyaya	Chief Financial Officer
Ms. Nitiksha Khandelwal	Company Secretary
(With effect from 29-06-2021 to 01-11-2022)
Ms. Shubhali Khandelwal	Company Secretary
(with effect from 07-11-2022)

9. Committees of the Board

The Companys governance structure is based on the principles of freedom to the executive management within a given framework to ensure that the powers vested in the executive management are exercised with due care and responsibility so as to meet the expectation of all the stakeholders. In line with these principles and the Companies Act, 2013, the Company has formed following three Committees of Directors which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework.

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Audit Committee

The Audit Committee of the Company is constituted in line with the Section 177 of the Companies Act, 2013 and the Rules notified by the Central Government in this regard. The Board decides the Membership and terms of reference of the Audit Committee within the framework laid down by Companies Act. The Committee comprises of three Independent Directors including the Chairman of the Committee. Mr. Amit Sharda is the Chairman of the Committee. All the members of the Committee possess sound knowledge on accounts, audit, finance, internal control etc. The Board has accepted all the recommendations made the Audit Committee during the year. i. Broad terms of Reference

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and the Listing Regulations. It inter-alia includes the following:-

a) the recommendation for appointment, remuneration and terms of appointment of auditors of the company; b) review and monitor the auditors independence and performance, and effectiveness of audit process; c) examination of the financial statement and the auditors report thereon; d) approval or any subsequent modification of transactions of the company with related parties; e) scrutiny of inter-corporate loans and investments; f) valuation of undertakings or assets of the company, wherever it is necessary; g) evaluation of internal financial controls and risk management systems; h) Monitoring the end use of funds raised through public offers and related matters.

ii. Meetings:

During the Financial Year 2022-23, Four (4) Audit Committee Meetings were held i.e. on 28.05.2022, 12.08.2022, 07.11.2022, 14.02.2023 and not more than one hundred and twenty days lapsed between two consecutive meetings of the Audit Committee.

The attendance of each committee member of Audit committee is as under:-

Name of Members	Category	No. of Committee Meetings held	No. of Committee Meetings attended
Mr. Amit	Non-Executive	4	4
Sharda(Chairman)	Independent Director
DIN:05297954
Mr. Ramesh Kumar	Non-Executive	4	4
Somani	Independent Director
DIN:05297951
Mr. Vimal Jugalkishor	Non-Executive	4	4
Chandak	Independent Director
DIN:02550154

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee formulates the criteria for remuneration of Directors, Senior Management and Key Managerial Personnel and, after evaluation, recommends the same to the Board of Directors. This Committee also evaluates the performance of Directors from time to time-based upon descriptive performance evaluation forms. Non-Independent Directors conduct a detailed evaluation of the performance of Independent Directors based upon a pre-filled questionnaire setting out expectations from Independent Directors and their actual performance on same.

The Nomination and Remuneration Committee was constituted by the Board. The Committee comprises of three Independent Directors including the Chairman of the Committee. Mr. Vimal Jugalkishor Chandak is the Chairman of the Committee. i. Terms of Reference:

The Committee is empowered to- a) Formulate criteria for determining qualifications, positive attributes and independence of Directors and evaluating the performance of the Board of Directors; b) Identify and assess potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors/Independent Directors on the Board and as Key Managerial Personnel; c) Support Board in evaluation of performance of all the Directors & in annual self-assessment of the Boards overall performance; d) Conduct Annual performance review of MD and CEO and senior management employees; e) Formulate a policy relating to remuneration for the Directors, Committee and also the senior management employees. ii. Meetings:

The Committee met three(3) times during the Financial Year ended on 31st March, 2023 on 28.05.2022, 12.08.2022,07.11.2022 The attendance of the members at the meeting is as under:-

Name of Directors	Category	No. of Committee Meetings held	No. of Committee Meeting attend
Mr. Vimal Jugalkishor	Chairman	3	3
Chandak	Independent Director
DIN:02550154
Mr. Ramesh Kumar	Member	3	3
Somani	Independent Director
DIN:05297951
Mr. Amit Sharda	Member	3	3
DIN:05297954	Independent Director

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders/ investors complaints with respect to transfer, transmission of shares, duplicate issuance of share certificate, non-receipt of Annual Report, non-receipt of dividend etc. This committee overlooks the performance of the Registrar and Share Transfer Agent and to recommend measures for overall improvement in the Quality of Investor services. The Company has always valued its customer relationships. The Stakeholders Relationship Committee consists of three Independent Directors including the Chairman of the Committee. Mr. Ramesh Kumar Somani is the Chairman of the Committee. i. Terms of reference

The Stakeholders Relationship Committee specifically looks into various issues of the

Shareholders such as registration of transfer of shares, issue of share certificates, redressal of shareholders complaints, credit of shares into demat account, facilitation of better investor services etc. ii. Meetings:

The Committee met Four (4) times on 28.05.2022, 12.08.2022, 07.11.2022, and 14.02.2023 during the Financial Year ended on 31^st March, 2023. The attendance of each member at the meeting is as under:-

Name of Directors	Category	No. of Committee Meetings held	No. of Committee Meeting attend
Mr. Ramesh Kumar	Chairman	4	4
Somani
	Independent Director
DIN:05297951
Mr. Vimal Jugalkishor	Member	4	4
Chandak
	Independent Director
DIN:02550154
Mr. Amit Sharda	Member	4	4
DIN:05297954	Independent Director

10. Performance Evaluation:

In terms of the requirement of the Companies Act, 2013 an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. During the year, Board Evaluation cycle was completed by the Company internally which includes the evaluation of the Board as a whole, committees, independent directors and other individual directors. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The guidance note issue by Securities and Exchange Board of India on Board Evaluation was duly considered while conducting the evaluation exercise. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgment.

By BOD:

The Board of Directors of the Company evaluated and assessed the performance of the Companys Chairman, Individual Directors, Board as a whole and its Committees on the basis of parameters set by the Nomination and Remuneration Committee on emerging and leading practices and performance criteria such as strategic engagement, knowledge, diligence, ethics & values, oversight of the financial reporting process, including Internal Controls and Composition of the Board and its Committees etc.

By NRC:

The Nomination and Remuneration Committee has also carried out evaluation of the performance of all the Directors.

By Independent Directors:

Independent Directors of your Company have also conducted in-depth evaluation of performance of Non Independent Directors and Board as a whole.

11. Code of Conduct

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which is available on the following web link of the company, i.e. https://hrb.co.in/Code%20of%20Conduct%20Policy-converted.pdf. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31^st March, 2023 and a declaration was also submitted to the Company for compliance of the same.

12. Auditors and Auditors Report

i. Statutory Auditors

M/s Gupta Rajiv & Associates, Chartered Accountants, Jaipur (FRN: 004915C) were appointed as Statutory Auditors of the Company to hold office for a term of five years from the conclusion of the 22^nd Annual General Meeting of the Company held on 26^th September, 2017, till the conclusion of the 27^th AGM. Accordingly, the tenure is being concluded in the AGM to be held on 29^th September, 2022 in the calendar year 2022. Hence, it was recommended by the Audit Committee for re-appointment of M/s. Gupta Rajiv & Associates, Chartered Accountants for second consecutive term of five years.

Based on the recommendation of the Audit Committee, the Board has approved the re-appointment of M/s. Gupta Rajiv & Associates for the second consecutive term of five years from the conclusion of the 27^th Annual General Meeting of the Company till the conclusion of the 32^nd Annual General Meeting of the Company to be held in year 2027 subject to approval of shareholders of the Company.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the company has obtained a written consent and certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and eligibility certificate stating that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013.

Further, the Audit Report on the Financial Statements for the financial year ended on 31^st March, 2022 given by M/s Gupta Rajiv & Associates, Chartered Accountants, Jaipur does not contain any qualification, reservation or adverse remark and the observations of the auditors are self- explanatory and have been explained/ clarified wherever necessary in appropriate notes to Accounts. Further, pursuant to Section 143 (12) of the Companies Act, 2013, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

ii. Secretarial Auditors

Pursuant to the requirements of Section 204 of the Companies Act, 2013 and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. V.M. & Associates, (Firm Registration No.P1984RJ039200), Company Secretaries, Jaipur, as Secretarial Auditors of the Company to conduct Secretarial Audit for the Financial Year 2022-23.

The Secretarial Audit Report in form MR-3 for the Financial Year ended on 31^st March, 2023 is annexed to this report as "Annexure-1"

The Managements Reply on the Secretarial Audit Report is as under:-

Observations	Managements Reply
The Company has not paid annual	The Company has made an application for
listing fees to the Stock Exchange(s);	delisting of its shares in April, 2017 to BSE and
	continuously sending reminders thereafter for the
	same. The Company has also provided the
1.
	written confirmation of compulsory delisting to
	BSE. The matter is pending at the end of BSE
	and that is the reason the Company has not paid
	listing fees to BSE.
	The Company has made several applications for
2. The Company has been suspended
from BSE Limited due to penal	Delisting to BSE but BSE is delaying the matter
reasons;	since 2017.
The Company has been non-	The company does not have adequate funds , to
compliant with maintaining SDD	manage the day to day expenses of the
under SEBI (PIT) Regulations, 2015	Business. Hence , company is not maintaining
	SDD Software. The Company has made an
	application for delisting of its shares in April,
	2017 to BSE and continuously sending
3.	reminders thereafter for the same. The Company
	has also provided the written
	confirmation of compulsory delisting to BSE.
	Further the Company is also planning for
	voluntary winding up and will initiate the process
	soon.
The Company has been non-	The Company has inadequate funds to run daily
compliant with certain provisions	affairs of the company. Further the Company is
of Securities and Exchange Board	also planning for voluntary winding up and will
4. of India (Listing Regulations and	initiate the process soon.
Disclosure Requirements)
Regulations, 2015.

Further, the Board of Directors of the Company, in its meeting held on May 26, 2023 has re-appointed M/s V.M. & Associates, (Firm Registration No. P1984RJ039200) Company Secretaries, Jaipur, as Secretarial Auditors of the Company to conduct Secretarial Audit for the Financial Year 2023-24 after getting the receipt of eligibility and written consent from M/s V.M. & Associates for the same. Also, the Secretarial Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

iii. Internal Auditors

Pursuant to the provisions of Section 138 of Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned, the Board had appointed M/s. C.R. Birla & Co., (FRN: 005189C), Chartered Accountants, Jaipur, as the Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2022-23. Accordingly, M/s. C.R. Birla & Co. conducted Internal Audit of the Company for the Financial Year 2022-23 and provided Quarterly Internal Audit Reports during the Financial Year 2022-23. Also, the Internal Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

The Board of Directors of the Company in its meeting held on May 26, 2023 have re-appointed M/s C.R. Birla & Co., (FRN: 005189C), Chartered Accountants, Jaipur, as Internal Auditors of the Company for the Financial Year 2023-24 after getting the receipt of eligibility certificate and consent from M/s C.R. Birla & Company for the same.

13. Contracts and arrangements with Related Parties

During the Financial year 2022-23, the company has not entered into any contract or arrangement in the nature of Related Party Transaction under sub-section (1) of section 188 of the Companies Act, 2013. Thus, disclosure in FormAOC-2 is not required.

The policy on Related Party Transactions laid down by the Board of the Company may be accessed on the following web link https://hrb.co.in/RELATED%20PARTY%20TRANSACTIONS%20POLICY_REVISED(1).pdf.

14. Particulars of loans given, investments made, guarantees given and securities provided by the Company

During the year under review, the company has not provided any loan or given any guarantee or provided security in connection with a loan nor it has acquired by way of subscription, purchase or otherwise the securities of any other body corporate.

15. Risk Management Policy

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management assessment and minimization procedures.

The various elements of risk which the Board think, that may threaten the existence of the Company are:-

a) Financial Risk: Financial risk generally arises due to instability and losses in the financial market caused by movements in stock prices, currencies, interest rates and more.

b) Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. The risk stemming from the lack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimize a loss.

c) Credit Risk: The risk of loss of principal or loss of a financial reward stemming from a borrowers failure to repay a loan or otherwise meet a contractual obligation.

d) Operational Risk: Operational risk is the risk that is not inherent in financial, systematic or market-wide risk. It is the risk remaining after determining financing and systematic risk, and includes risks resulting from breakdowns in internal procedures, people and systems.

To overcome such risk, the Board has envisaged a Risk Management Policy which covers the ways and manner through which the Company is coping with these associated risks. The Policy gets regularly reviewed by the Board of Directors and altered time to time according to the situations and circumstances.

The Risk Management Policy laid down by the Board of the Company may be accessed on the following

web link https://hrb.co.in/risk%20management%20policy.pdf.

16. Internal Financial Controls

The Company has an Internal Control system, commensurate with the size, scale and complexity of its operation and also has in placed adequate Internal Financial Controls with reference to financial statements.

The Board appointed M/s C.R. Birla & Co., Chartered Accountants, Jaipur (FRN: 005189C) as the Internal Auditor of the Company for the Financial Year 2022-23. To maintain its objectivity and independence, auditor directly reports to the Chairman of the Audit Committee of the Company. Further, the Statutory Auditors have also, in compliance with the requirements of the Companies Act, 2013, issued an opinion with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls details of which may be referred to in the Auditors Report attached to the Audited Financial Statements of Financial Year 2022-23.

17. Particulars of Employees

a) The information in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as "Annexure 2" to the Boards Report.

b) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) of the Companies Act, 2013 and in terms of rule 5, sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the names of the employees in terms of remuneration drawn during the year is as follows:-

Name	Vinod Upadhyaya	**Nitiksha Khandelwal	**Shubhali Khandelwal
1 Designation of the
	Chief	Company	Company
employee	Financial		Secretary
		Secretary
	Officer
2 Remuneration
	NIL	NIL	Rs. 96000
received
3 Nature of employment,			On roll
whether contractual or	On roll	On roll
otherwise
4 Qualifications and
	M.A	CS	B,COM,CS,
experience of the
			L.L.B.
employee	11 years
			4 Years
5 Date of commencement
of employment	22/05/2017	29/06/2021	07/11/2022
6 The age of such employee
	64 years	26 years	29years
7 The last employment
held by such employee	Worked in a	CS	CS
before joining the	Private
company	Company
8 The percentage of equity
shares held by the	NIL	NIL	NIL
employee in the
company within the
meaning of clause (iii) of
sub-rule (2) above
9 Whether any such
employee is a relative of	NIL	NIL	NIL
any director or manager
of the company and if
so, name of such
director or manager

*The number of employees was 2 on the rolls of the Company as on 31-03-2023. ** Ms. Shubhali Khandelwal was appointed as Company Secretary w.e.f. 07.11.2022.

*** Ms. Nitiksha Khandelwal has resigned from the post of Company Secretary of the Company w.e.f. 01.11.2022.

Notes:

The Company does not have any pecuniary relationship with any Non-Executive Independent Directors. No sitting fee is paid to any of the Directors of the Company for attending the Board Meeting or the Committee meetings. Mr. Vinod Upadhyaya (Non- Executive Director & CFO) is being paid for holding office in the capacity of Chief Financial Officer only, in the Company.

18. Nomination and Remuneration Policy

Nomination and Remuneration Policy (NR Policy) was formulated by the Company in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013.

The scope and coverage under the Nomination and Remuneration Policy is briefly mentioned in the policy which inter alia includes:- the criteria for appointment, re-appointment and removal of Directors,

KMP and other senior management in the Company and also their remuneration; the criteria of performance evaluation of Independent and Individual Directors of the Company etc. Also, during the financial year, the Nomination and Remuneration Policy of the Company was amended by the Board of Directors.

The Nomination and Remuneration Policy laid down by the Board of the Company may be accessed on the following web link https://hrb.co.in/NRC%20Policy.pdf.

19. Whistle Blower Policy / Vigil Mechanism

Whistle Blower Policy/Vigil Mechanism was formulated by the Company as per the requirements of the Companies Act, 2013 and Listing Regulations, which inter-alia covers the malpractices and events which can take place/or are suspected to take place, fraud or suspected fraud, violation of Companys rules, negligence causing danger to public health and safety, misappropriation of monies and other matters or activities on account of which the interest of the Company is affected. It also provides adequate safeguards against victimisation of Directors/Employees who avail the mechanism and are free to report violations of applicable laws and regulations and code of conduct.

All Employees and Directors of the Company are eligible to make Protected Disclosures to the Chairman of the Audit Committee. No employee was denied to directly access the Chairman of the Audit Committee during the year. There is no whistle blower event reported during the year and mechanism is functioning well.

The Whistle Blower Policy and Vigil Mechanism laid down by the Board may be accessed on the following web link: https://hrb.co.in/whistle%20blower%20policy%20&%20vigil%20mechanism.pdf.

20. Significant and Material Orders passed by Regulators, Courts and Tribunals.

During the Financial Year 2022-23, the Company has not received any order and earlier one SEBI order received in the month of June, 2019 vide order no. WTM/GM/CFD/13/2019-20 dated 10-06-2019 in the matter of non-compliance with the requirement of minimum public shareholding by the Company. The Board of Directors of the Company further inform that the above order as received was timely informed to the BSE pursuant to Regulation 30 of the Listing Regulations.

21. Penalties imposed by Regulators, Courts and Tribunals.

During the Financial Year 2022-23, no penalty has been imposed on the Company by any of the Regulators, Courts or Tribunal.

22. Code of Conduct for Prohibition of Insider Trading

The Company has laid down a policy on Code of Conduct for Prohibition of Insider Trading pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code of Conduct also includes the handling and reporting in case of leakage of Unpublished Price Sensitive Information of the Company.

Further, the Company has made changes time to time in the said policy as per the amendments made by the Securities and Exchange Board of India in SEBI (Prohibition of Insider Trading) Regulations, 2015. All the Directors, Designated persons, employees and other Connected Persons who could have access to the unpublished price sensitive information of the Company are governed by this code.

The Trading Window was closed from the starting of quarter till 48 hours after the declaration of results and occurrence of any material events as per the code. The Code of Conduct for Prohibition of Insider Trading may be accessed on the following web link: https://hrb.co.in/Insider%20Trading%20ammended%20code.pdf.

23. Annual Return

Pursuant to Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as on 31^st March 2023 is available on the website of the Company at https://hrb.co.in/code.html.

24. Particulars with respect of Conservation of Energy, Technology Absorption, Foreign

Exchange Earnings and outgo:

The information regarding conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this report as "Annexure-3"

25. Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet within the meaning of Section 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Your Company has taken loan of Rs. 41,00,000 /- (Rupees Forty One Lakh) from one of the Directors which is covered under the exemptions of Deposits. You can also refer "Note No. 11" of the financial Statements attached to this Boards Report.

26. Corporate Governance Report

Pursuant to the provisions of Regulation 15 (2) (a) of the Listing Regulations, compliance with the corporate governance provisions are not applicable in respect of the companies having paid up equity share capital not exceeding Rs.10 crore and net worth not exceeding Rs. 25 crore, as on the last day of the previous financial year.

Since, the Company falls into the ambit of the above mentioned limits, compliance with the provisions of Regulations 17 to 27, clauses (b)to (i) and (t)of sub-regulation 2 of regulation 46 and para C,D and E of ScheduleV of the Listing Regulations is not mandatory for the Company for the time being and consequently, the Compliance Report on Corporate Governance as stipulated under Schedule V of the Listing Regulations does not form part of this Annual Report for the Financial Year 2022-23.

27. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 (2) (e) of the Listing Regulations forms part of this report as "Annexure-4".

28. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is committed to provide healthy environment to all employees of the Company and does not tolerate any discrimination and/or harassment in any form. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23:-

No. of Complaints at the beginning of the Year:Nil No. of Complaints received: NIL

No. of Complaints disposed off: NA

No of Complaints at the end of the Year:Nil

29. Companys Other Policies

Your Company strive to conduct its business and strengthen the relationships in a manner that is dignified, distinctive and responsible.

Accordingly, the Board of Directors have adopted various codes and policies to carry out the duties in an ethical manner. Apart from the Codes/Policies already mentioned above, following are a few more which have been adopted by the Company:-

Anti-Sexual Harassment Policy.

Policy for determining materiality of events/information; Preservation of Documents & Archival Policy. Prevention & Utilization of Stationery Policy.

Codes & Policies as above mentioned may be accessed on the Companys website at the link http://hrb.co.in/code.html

30. Listing on Stock Exchange(s) and Scrip Code(s)

The equity shares of the Company are listed on the BSE Limited.

Stock Exchange	ISIN	Security Code
BSE Limited (BSE),
	INE284D01016	531724
14th Floor, Phiroze Jeejeebhoy Towers, Dalal Street,
Fort, Mumbai- 400 001

31. Secretarial Standards

During the Financial Year 2022-23, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

32. Directors Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to

Directors Responsibility Statement, your Directors hereby state and confirm 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 and loss of the Company for that period; c) The Directors had 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, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate & 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.

33. Corporate Insolvency Resolution Process Initiated Under The Insolvency And Bankruptcy

Code, 2016 (IBC)

During the financial year 2022-23, No application has been filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before National Company Law Tribunal (NCLT).

34. Other Disclosures

Other disclosures with respect to Boards Report as required under the Companies Act, 2013 and the rules notified thereunder are either NIL or NOT APPLICABLE.

35. Acknowledgement

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Companys Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at all levels for their continued support and committed services.

Registered Office:	For and on behalf of the Board of Directors
A-28, Ram Nagar,	For H R B Floriculture Limited
Shastri Nagar , Jaipur - 302016
Rajasthan
Place: Jaipur	Krishan Kumar Parwal	Vinod Upadhyaya
Date: 11-08-2023	Managing Director	Director
	DIN: 00228200	DIN: 07809571