Hubtown Ltd Directors Report.

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MANAGEMENT DISCUSSION AND ANALYSIS

To

The Members,

Your Directors have pleasure in presenting their Thirty-Third Annual Report and the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2021 together with the Independent Auditors Reports thereon.

1. FINANCIAL RESULTS :

The standalone and consolidated financial highlights of your Company for the financial year ended March 31, 2021 are summarized below:

(Rs in lakh)

STANDALONE CONSOLIDATED
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Income from Operations 24406 25221 26608 27273
Total Income 29059 28836 31206 31118
Total Expenses 44833 32691 44183 34024
Profit / (Loss) before Tax (15774) (3855) (12977) (2906)
Profit / (Loss) for the year (15599) (5947) (12161) (6062)
Add : Other Comprehensive Income (121) 60 (128) 70
Total Comprehensive Income (Loss) for the year (15720) (5887) (12289) (5992)
Net Profit / (Loss) attributable to :
— Owners of the Parent (12048) (6074)
— Non-controlling Interest (113) 12
Other Comprehensive Income attributable to :
— Owners of the Parent (128) 70
— Non-controlling Interest
Total Comprehensive Income attributable to :
— Owners of the Parent (12176) (6004)
— Non-controlling Interest (113) 12
Networth 151824 167544 143268 155425
Earnings per Share before Extraordinary Item (Rs.) (EPS) (21.45) (8.18) (16.56) (8.35)
Earnings per Share after Extraordinary Item (Rs.) (EPS) (21.45) (8.18) (16.56) (8.35)

2. FINANCIAL PERFORMANCE:

Standalone and Consolidated Financials Standalone Financials

• Income from operations stood at Rs.24406 lakh as against Rs 25221 lakh in the previous year lower by 3.23 %;

• Total Income stood at Rs 29059 lakh, increase by 0.77 % as against Rs 28836 lakh in the previous year;

• Total Expenses stood at Rs 44833 lakh as against Rs 32691 lakh in the previous year;

• Profit/(Loss) before Tax was Rs (15774) lakh as against loss of Rs (3855) lakh in the previous year;

• (Loss) for the year was Rs (15599) lakh as against loss of Rs (5947) lakh in the previous year;

• Earning per Share before and after Extraordinary Item was Rs (21.45) as against Rs (8.18) in the previous year; and

• Networth of the Company stood at Rs 151824 lakh as against Rs.167544 lakh in the previous year.

Consolidated Financials:

• Income from operations stood at Rs 26608 lakh as against Rs 27273 lakh in the previous year lower by 2.44 %;

• Total income stood at Rs 31206 lakh as against Rs 31118 lakh in the previous year increase by 0.28%

• Total Expenses stood at Rs 44183 lakh as against Rs 34024 lakh in the previous year;

• Loss before Tax was Rs (12977) lakh as against loss of Rs (2906) lakh in the previous year;

• Loss after Tax and Other Items was Rs (12161) lakh as against loss of Rs (6062) lakh in the previous year;

• Earning per Share before and after Extraordinary Item was Rs (16.56) as against Rs (8.35) Lakh in the previous year; and

• Networth of the Company stood at Rs 143268 lakh as against Rs 155425 lakh in the previous year.

3. IMPACT OF COVID - 19:

Your Directors have been periodically reviewing with the Management, the impact of COVID-19 on the Company. During the 1st quarter of the year, your Company had to temporarily suspend operations as per the directives of the Government, keeping in mind the paramount need of safety of the employees.

COVID-19 had a significant impact on the real estate sector from the last two quarters of Financial Year 2019-2020 and the impact continues until the first half of 2021 as the situation still worsens up than last year. The state government has imposed stringent guidelines for the public and also made restrictions on movement of persons from 1st Week of April, 2021 so it was advised to all employees for Work from Home.

The Board and the Management will continue to closely monitor the situation as it evolves and do its best to take all necessary measures, in the interests of all stakeholders of the Company.

4. DIVIDEND:

In view of the loss incurred, the Directors have not recommended any dividend on the equity shares for the Financial Year ended March 31, 2021.

5. DIVIDEND DISTRIBUTION POLICY:

The provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to framing of Dividend Distribution Policy are presently not applicable to the Company.

6. TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves during the Financial Year 2020-2021.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013, the unclaimed dividend amount of Rs 49,003/- for the Financial Year 2012-2013 was transferred to the Investor Education and Protection Fund (IEPF) after giving due notices to the members.

8. SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31,2021 was Rs 7273.59 lakh. During the year under review, the Company had not issued any shares with differential rights or sweat equity shares. Presently, the Company does not have any stock option scheme for its employees.

9. DEBENTURES:

During the year under review, the Company has not made any fresh issue of debentures.

10. REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT:

During the year under review, no revision was made in the previous financial statements or the Boards Reports in respect of any of the three preceding financial years.

11. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES:

There are no shares held by trustees for the benefit of employees and hence no disclosure is required under Rule 16 (4) of the Companies (Share Capital and Debentures) Rules, 2014.

12. DETAILS OF DEMAT SUSPENSE ACCOUNT:

Pursuant to Regulation 39 (4) read with Schedule VI to SEBI Listing Regulations, the Company has opened a separate demat suspense account in the name and style of "Hubtown Limited - Unclaimed Shares Suspense Account" and credited the shares of the Company which are remaining unclaimed by the shareholders under the Initial Public Offering (IPO). The details of such unclaimed shares as on March 31, 2021 are set out hereinunder:

Particulars No. of shareholders No. of shares
1. Aggregate no. of shareholders and the outstanding shares in the aforesaid suspense account lying at the beginning of the year i.e. April 1, 2020 20 270
2. No. of shareholders who approached for transfer of shares from the said account during the year 2020-2021 Nil Nil
3. No. of shareholders to whom the shares were transferred from the said account during the year 2020-2021 Nil Nil
4. Aggregate no. of shareholders and the outstanding shares in the aforesaid suspense account lying at the end of the year i.e. March 31, 2021 20 270

The voting rights on the outstanding unclaimed shares as on March 31, 2021 shall remain frozen as long as the shares remain in the Suspense Account till the rightful owner of such shares claims the shares by submission of the requisite documentary proof of their identity to the Companys Registrar and Transfer Agent, M/s. Link Intime India Private Limited.

13. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year under review.

14. REGISTERED OFFICE:

During the year under review, keeping in mind the cost saving measure and for administrative convenience, the registered office of the Company was shifted from Plaza Panchsheel, "A" Wing, 5th Floor, Hughes Road, Behind Dharam Palace, Grant Road (West), Mumbai - 400007 to HUBTOWN SEASONS, CTS No. 469-A, Opp. Jain Temple, R. K. Chemburkar Marg, Chembur (East), Mumbai - 400071, effective August 17, 2020.

15. BUSINESS OVERVIEW:

Your Company is one of Indias leading real estate companies, engaged in the business of execution and development of real estate projects and currently operates both - on its own and through its subsidiaries / joint ventures / associate companies, partnerships firms and public private partnerships encompassing the construction and development of Residential and Commercial Premises, and Build Operate Transfer (BOT) Projects.

The Company has a Western India focus with presence in major cities such as Mumbai, Thane, Pune, Ahmedabad, Surat, Vadodara and Mehsana.

OVERVIEW OF THE COMPANYS PROJECTS

(Includes projects being developed / to be developed through subsidiaries / associates / joint ventures / public-private partnerships)

RESIDENTIAL:

Projects Completed:

Hubtown Heaven - Matunga (East) A and B Wings Hubtown Sunstone - Bandra (East) - Phase I & Phase II
Hubtown Gardenia - Mira Road Hubtown Sunmist - Andheri (East) A Wing
Hubtown Countrywoods Phase II - Kondhwa, Pune Hubtown Solaris - Phase I & Phase II
Hill Crest - Andheri (East) Hubtown Greenwoods - Thane Phase - I
Hubtown Vedant - Sion (East) - Phase - I
Hubtown Seasons - Chembur Hubtown Serene - Bandra (East)
Hubtown Greenwoods - Thane Phase - II Hubtown Celeste - Worli
Hubtown Heaven - Matunga (East) C Wing Hubtown Premiere - Andheri (West)
Hubtown Vedant - Sion (East) - Phase - II Rising City - Ghatkopar-Mankhurd Link Road
Hubtown Countrywoods Phase III - Kondhwa, Pune

Future Projects:

Hubtown Divinity - Thane ; Hubtown Square - Thane;

Commercial:

Project Completed:

Hubtown Viva - Phase - II, Jogeshwari (East)

Ongoing Projects

Hubtown Solaris Phase - III - Andheri (East) ; Hubtown - Surat

Joyos Hubtown - Ahmedabad - South Star ; Joyos Hubtown - Mehsana ; Joyos Hubtown - Vadodara IT SEZ and Township:

Ongoing Projects:

Sunstream City Phase - I - Mulund-Thane

16. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis, forming part of the Board Report for the year under review as prescribed under Regulation 34 (2) (e) read with Schedule V to the SEBI Listing Regulation is discussed hereinbelow:

GLOBAL ECONOMY OVERVIEW:

The outbreak of COVID-19 has impacted nations in an enormous way, especially the nationwide lockdowns which have brought social and economic life to a standstill. A world which forever buzzed with activities has fallen silent and all the resources have been diverted to meeting the never-experienced-before crisis. There is a multi-sectoral impact of the virus as the economic activities of nations have slowed down.

INDIAN ECONOMY OVERVIEW:

In India, this COVID-19 pandemic affected the manufacturing and the services sector—hospitality, tours and travels, healthcare, retail, banks, hotels, real estate, education, health, IT, recreation, media and others. The economic stress had started which was likely to grow rapidly. While lockdown and social distancing resulted in productivity loss on the one hand, they caused a sharp decline in demand for goods and services by the consumers in the market on the other, thus leading to a collapse in economic activity.

Indias real GDP (Gross Domestic Product) was estimated to contract by 7.7% in 2020-21, compared to a growth rate of 4.2% in 2019-20, with Real GVA (Gross Valued added) shrinking by 7.2%, as per advance estimates released by the National Statistical Office (NSO). Indias economy had grown at 4.2% in 2019-20, but entered a recessionary phase with two successive quarters of sharp contraction triggered by the COVID-19 national lockdowns beginning March 2020.

REAL ESTATE SECTOR OVERVIEW:

The year 2020 brought the Indian real estate sector to an inflection point. As the effects of the COVID-19 pandemic unfolded across the world and India went into multiple phases of lockdowns, the impact on real estate was felt across the board.

Construction activities were brought to a sudden halt in the first quarter due to the COVID-19 induced lockdown and the uncertainty over jobs and livelihoods robbed the market of its potential buyer-base leading to near zero demand.

Cashflows were severely impacted with sales coming to a grinding halt and costs remaining the same. With migrant labourers migrating to their hometowns, it took several more months to revive activity even after the lockdown was lifted.

The central government and the Reserve Bank of India (RBI) announced several measures to infuse liquidity and provide incentives to boost the economy and the real estate sector while various state governments temporarily reduced the stamp duty charges. The effects of these measures were felt in the months starting July 2020.

The pandemic has however played a part in re-shaping sentiments, tastes and preferences of home buyers. Online home sales have begun to gain traction. There has been a major shift towards digitization due to the pandemic; people who favour offline property search now prefer online real estate portals to search their dream homes. There has also been a huge demand for virtual tours wherein home-buyers are opting the same either to shortlist or to finalise their homes.

The second wave of COVID-19 pandemic has been more devastating than the first, with severe repercussions on the healthcare system all around. To curtail cases, there were localized lockdowns across most of the top cities and this affected site visits and, therefore, housing sales. Unlike earlier, people are wary of going out at the current time, and home buyers are, therefore, in a wait-and-watch mode.

The second wave has shaken the entire nation along with the administration. Due to the lockdown in almost the entire country, the economic activities and demand have slowed down. The real estate sector too has been affected by the second wave.

There is hope for revival in the third quarter, however, if the speculated third wave is to hit the country, it could prove devastating for the real estate sector.

SEGMENT WISE PERFORMANCE:

Commercial:

The commercial sector is important because it has a direct impact on the economic cycle. Consumers may need larger spaces to operate from in the long run if social distancing becomes a norm after the second wave. Better security, health, and safety facilities and services are also likely to be demanded. Commercial infrastructure, such as malls and offices, is critical for economic growth. The recent selling of commercial properties indicates that investors and buyers recognize the value of this sector to the well-being of citizens and the economy.

As a result of COVID-19, the commercial sector is looking at an increased investment from Non Resident Indians (NRIs). The rupees decline has made investment opportunities for NRIs considerably more lucrative. Real estate investors have turned their attention to commercial real estate, which offers a higher yield and appreciation potential.

There seem to be some opportunities arising in real estate space in the industrial sector in warehousing and data centers as technology focused companies in these spaces increase volumes.

Residential:

The unprecedented crisis put across by the current COVID-19 pandemic has certainly impacted the Indian residential real estate significantly. The sector had already been grappling with subdued demand for a long time and the liquidity crisis in 2019 and COVID-19 has made things more difficult for the sector.

The residential markets revival hinges on the intensity, duration of a pandemic, government support and concessions. To boost home-buyer sentiment, the central government and Reserve Bank of India (RBI) announced several measures to infuse liquidity and provide incentives to boost the economy and the real estate sector while state government temporarily reduces stamp duty charges.

In the residential sector, pre-COVID-19 challenges related to subdued demand and liquidity pressures will continue causing slowdown in sales in the short to medium term. With a screeching halt to site visits, discussions, documentation and closures, the early indicators depict that the residential real estate sector is likely to face a tough time for the next few quarters and the sectors recovery has been pushed further away by at least few quarters.

Retail:

Coronavirus pandemic amid an economic slowdown has hit Retail Sector also very badly. Retailing as a business is seasonal, highly dependent on consumer spending and during the current years vacation season. During the lockdown, owing to COVID - 19 pandemic, Indians were either locked down in homes or prohibited to congregate, as a result there was muted buying and muted spending on eating out, recreation and entertainment. Not only the lockdown but also social distancing combined with the overall economic gloom and employment uncertainty are likely to bear an impact on consumer spending.

COVID-19 outbreak has added enormous pressure to the already delicately poised Indian retail sector. New completions will be deferred, leasing activity will be delayed and rentals have already come under pressure, vacancies may see a momentary rise and the sectors growth rate will be slowed.

OPPORTUNITIES AND THREATS:

Opportunities:

The current lockdown, owing to the Coronavirus crisis, has massively impacted the world economy including real estate. However, there lies an opportunity in every crisis, and COVID-19 looks no different.

Your Company has projects in affordable housing, projects with good amenities which are close to completion, and offices with lower ticket size for office and retail to suit the requirement of customers with different requirements.

1) Increase in demand from NRIs:

Over the years, demand from NRIs has become an important driving factor of the real estate market in India. Especially since the establishment of RERA, international buyers have gained confidence to invest in the properties that are registered under RERA, which secures their investment, even while settled abroad.

In the current COVID-19 scenario, it is expected that NRIs shall be again interested to buy homes in India and this may eventually raise demand.

2) Increase in demand for Affordable Housing :

Affordable housing continues to remain a significant opportunity for developers and a key focus area for the government. There is a major shortage of supply in affordable housing stock, especially housing that caters to the economically weak and low-income segments.

Your Company is developing several optimally sized and priced apartments at several prime locations in Mumbai.

3) Increase in demand for lower ticket size office / retail :

COVID-19 pandemic has enforced the concept of Work from Home (WFH) into an officially mandated, strictly enforced rule. Even as the Coronavirus crisis eventually recedes, many employers will have discovered that they dont need large office buildings, and many employees will have discovered that they dont need to be in the office every day or spend hours commuting. Businesses will realise they dont need big setup for office when their employees can work just as efficiently from home and they dont have to come to office every day. This will lead to increase in demand for office / retail with low ticket size. Your company is developing 4 projects in Gujarat (Ahmedabad, Mehsana, Vadodara and Surat) which cater to this segment.

4) Value for open spaces and gated communities:

The lockdown has connected people to Nature again. The need for fresh air and open spaces has gained popularity in the lockdown. In order to enjoy the openness, people might start looking for larger balconies, terrace spaces, garden spaces, amenities and sit-outs.

This pandemic has also brought in a sense of comfort as gated communities have taken extreme measures to fight the pandemic, controlled access, blocking of solicitation, ensure supply of essentials, community helping for the elderly staying alone, pet care etc. which are not possible for stand-alone houses and buildings has brought about a greater sense of community.

Your Company is developing projects to suit the demand of open space in Chembur & Ghatkopar and is expecting to do well from sales.

5) Digital Real Estate Sales:

Over the past few years, digital marketing has emerged as an important tool for real estate developers to boost their sales and reach out to customers globally. While the earlier marketing activities were limited to building consumer experience and establishing connection through digital means, the pandemic has forced the developers to change their conventional sales models.

Developers, who have been able to migrate their sales process from on-boarding of customers to closing the deal online, have recorded healthy sales even during the lockdown. Digital collaboration tools can be leveraged by the developers to interact with potential customers, showcase project brochures, facilitate virtual site tours, and focus on NRIs to propel the sales. Going ahead, it will be imperative for the developers to adapt to a tech-savvy future in terms of digital platforms for sales and marketing and also introduce enhanced automation at sites.

THREATS AND CHALLENGES:

Threats :

1) Shortage of Manpower & Technology:

The real estate sector is heavily dependent on manual labour. During the pandemic, the sector was badly hit due to reverse migration of construction workers which affected the construction activity severely, leading to delayed timelines for project completion. Hence, there is a need for development of technologically less labour intensive alternative methods of construction.

2) Delay in Revenue Generation and Cash Inflows:

The working or self-employed customers are facing pay-cuts and falling disposable incomes due to the COVID-19 pandemic. There has been a marked rise in the number of customers delaying due payment / installments has affected the budgeted cash inflows of the company and may ultimately result in delayed completion of the projects. Furthermore, your Company expects a small number of cancellations of bookings made especially in under construction projects due to the delays and customers inability to make the scheduled payments. Your Company also expects that new bookings and new revenue generation will be slow this year as potential customers will not be as willing to visit sites, customers loan eligibility may be impacted and customers will also be expecting substantial discounts on current prices.

3) Regulatory Hurdles:

The real estate sector is a highly regulated sector and any unfavorable changes in government policies and the regulatory environment can adversely impact the performance of the sector. There are substantial procedural delays with regards to land acquisition, land use, project launches and construction approvals. Retrospective policy changes and regulatory bottlenecks may impact profitability and affect the attractiveness of the sector and companies operating within the sector.

4) Increased Costs:

Due to shortage of labour in Mumbai, your Company expects that labour prices will continue to remain high for the next 6 months, which will impact profitability of the Company. Your Company also expects that the Company shall be able to get financing facilities at higher rates, given the crisis in the NBFC and Banking sector and the overall reduction in real estate by the major lenders in this space.

RISKS AND CONCERNS :

Real Estate Specific Risks :

• Competition from existing as well as new players, both domestic as well as foreign.

• Real estate price cycles have the maximum impact on the margins of the developers.

• Fluctuations in market conditions may affect the ability to sell units at expected prices, which could adversely impact revenues and

earnings.

• Unfavourable changes in government policies would affect the growth of the real estate sector.

• Liquidity Risk : Liquidity crisis on account of stoppage of lending funds to real estate sector by banks, financial institutions and other

lending agencies, leading to stoppage of development activity.

• Operational Risks : Longer gestation period for acquisition of land, non-availability of critical raw materials such as cement and steel, failure to comply with rules and regulations.

• Shortage or sharp increase in prices of building materials could impact the project schedule and impact thereby the revenues and margins.

• Delays in obtaining approvals from regulatory authorities.

• Legal and statutory risk - ownership and land title issues.

• Human Resource Risk - high attrition of skilled / trained manpower.

Concerns :

• Liquidity Crunch : Liquidity Crunch has made things even more difficult for the developer community.

• High Cost of Capital : In the absence of bank finance the developers had been resorting to PE funding to finance land purchases. This financing route increases the cost of capital drastically.

• Scarcity of Land : The non-availability of land within city limits along with rising land and construction cost is leading to an increase in the overall cost of the project, thus making the projects unviable.

• Restrictive development norms : Low floor area ratio, density norms, ground coverage, parking provision also pose a challenge for the real estate.

• High Cost of emerging technology absorption.

OUTLOOK :

The year 2020 was an unprecedented year that saw huge demand destruction, instability and uncertainties due to the COVID-19 pandemic. The year 2021 began with lingering uncertainties around the pandemic. Going by the experience of some of the other countries, there is a threat of further waves of COVID infection. It is hoped that with vaccination drive in full swing, it is hoped that 2021 will be a year of cautious optimism and rebound in business and economic activities.

Strengthen relationships with key service providers and develop multiple vendors:

In order to continue delivering landmark offerings to our customer, we shall further strengthen our relationship with our key service providers, i.e. architects, designer and contractors. Your Company is also working on strategy to develop more and more vendors who can deliver product and services in line with Companys philosophy and product offerings.

HUMAN RESOURCES:

The Company recognizes that its people are the key to the success of the organization and in meeting its business objectives. The Human Resources function endeavours to create a congenial work environment and synchronizes the working of all the departments of the organization to accomplish their respective objectives, which in turn helps the Company to build and achieve its goals and strategies. Employee relations during the year remained cordial. The Company had 123 employees on its payroll as on March 31, 2021.

INTERNAL CONTROL SYSTEMS:

The Company has adequate internal control systems, commensurate with the size and nature of its business. Well documented policies and procedures to monitor business and operational performance are supported by IT systems, all of which are aimed at ensuring business integrity and promoting operational efficiency. A firm of internal auditors appointed by the Company conducts periodical audits to ensure adequacy of internal control systems, adherence to management policies and compliance with laws and regulations. Their scope of work includes internal controls on accounting, efficiency and economy of operations. The internal auditors also report on the implementation of their recommendations.

Reports of the Internal Auditors are regularly reviewed at the Audit and Compliance Committee meetings. The Audit and Compliance Committee also reviews the adequacy and effectiveness of the internal control systems and suggests improvements, when so required.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS :

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes (change of 25 % or more as compared to the immediately previous financial year) in key financial ratios.

Sr. No. Particulars of Ratio Ratio 2020-21 Ratio 2019-20 Percentage Change
i Debtor Turnover Ratio 1.20 0.28 328.57%
ii Inventory Turnover Ratio 0.02 0.02 0.00%
iii Interest Coverage Ratio (1.59) 0.72 (320.83)%
iv Current Ratio 1.04 0.97 7.22%
v Debt Equity Ratio 0.42 0.39 7.69%
vi Operating Profit Margin (0.58) % 1.75% (133.14)%
vii Net Profit Margin (63.87) % (23.28)% 174.36%
viii Return on Networth (10.23) % (3.69) % 177.24%

Reason for change in 25% or more in key financial ratios as compared to the immediately previous financial year:

1. Debtor Turnover Ratio: Due to increase in sales turnover and increase in sales realization as compared to financial Year 2019-20.

2. Interest Coverage Ratio: Due to increase in other expenses which resulted in increase in losses for the financial year 2020-21, the operating profit margin has declined.

3. Net Profit Margin: Due to increase in other expenses which resulted in increase in losses for the financial year 2020-21, the operating profit margin has decreased.

4. Return on Networth: Return on Net Worth has further declined due to loss incurred during the year on account of increase in expenses.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors:

Mrs. Priti K. Shah, Non-Executive Director stepped down from the Board of Director of the Company owing to her other commitments, with effect from May 25, 2021. The Board places on record its sincere appreciation for the invaluable contribution by Mrs. Priti K. Shah to the deliberations of the meetings of the Board and the Committee of the Board of which she was a member during her tenure as Director of the Company.

In accordance with the provisions of Section 152 (6) (e) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vyomesh M. Shah (DIN: 00009596) Executive Non-Independent Director retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. Mr. Vyomesh M. Shah is not disqualified from being re-appointed as a Director by virtue of the provisions of Section 164 of the Companies Act, 2013. The proposal for his reappointment has been included in the Notice convening the ensuing Annual General Meeting.

Based on the recommendations of the Nomination and Remuneration Committee, Mr. Hemant M. Shah and Mr. Vyomesh M. Shah, were reappointed as Executive Chairman and Managing Director respectively for a period of three years, effective from January 01, 2022 to December 31,2024, by the Board of Directors in its meeting held on June 29, 2021, subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

Brief resume of Mr. Hemant M. Shah and Mr. Vyomesh M. Shah, nature of their expertise in specific functional areas, names of companies in which they are a directors and members of Board committees and shareholding in the Company as required under Regulation 36 (3) of the SEBI Listing Regulations read with clause 1.2.5 of Secretarial Standards SS-2 on general meetings, is furnished in the annexure to the Notice convening the Annual General Meeting.

The Notice convening the ensuing Annual General Meeting includes the proposals for appointment / reappointment of Director / Executive Chairman / Managing Director.

Mr. Kartik Ruparel and Mr. Ketaki R. Shah were appointed as a Non-Executive Independent Directors with effect from September 15, 2020.

During the year under review, the Independent Directors and Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

Except for the Executive Chairman and the Managing Director who are related to each other being brothers, none of the other Directors of the Company are inter-se related to each other.

Key Managerial Personnel:

Mr. Amit Vyas, who was appointed as Company Secretary and Compliance Officer of the Company with effect from September 24, 2019 resigned with effect from close of office hours on April 30, 2020.

The Board of Directors on recommendation of Nomination and Remuneration Committee appointed Mr. Sadanand Lad as Company Secretary and Compliance Officer of the Company under Section 203 of the Companies Act, 2013 with effect from July 30, 2020.

Mr. Hemant M. Shah, Executive Chairman, Mr. Vyomesh M. Shah, Managing Director, Mr. Sunil Mago, Chief Financial Officer and Mr. Sadanand Lad, Company Secretary are the Key Managerial Personnel of the Company as at the date of this Report.

18. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149 (7) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25(7) of SEBI Listing Regulations, the Company imparted various familiarization programmes for its Independent Directors including, Industry Outlook at the Board Meetings, Regulatory updates at Board and Audit and Compliance Committee Meetings covering changes with respect to the Companies Act, SEBI Listing Regulations, Taxation and other matters, Prevention of Insider Trading Regulations, SEBI Takeover Regulations, meeting with Senior Executive(s) of the Company, etc.

The details of familiarization programmes for Independent Directors held during and upto the year 2020-2021 have been disclosed on the website of the Company and are available at the link http://hubtown.co.in/investors.

20. PAYMENT OF REMUNERATION / COMMISSION TO EXECUTIVE DIRECTORS FROM SUBSIDIARY COMPANIES:

During the year under review, neither the Executive Chairman nor the Managing Director was in receipt of any remuneration/commission from any of the subsidiary companies of the Company. The Company has no holding company.

21. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 4 (Four) times during the year ended March 31, 2021 in accordance with the provisions of the Companies Act, 2013 and the Rules made there under and Regulation 17 (2) of the SEBI Listing Regulations. Additionally, during the year ended March 31, 2021, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV to the Companies Act, 2013. For further details, kindly refer to the section on Corporate Governance Report forming part of this Annual Report.

22. COMMITTEES OF THE BOARD:

There are currently Six (6) Committees of the Board, which are as under:

• Audit and Compliance Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Committee of Directors.

Details of the aforesaid Committees including their composition, terms of reference and meetings held during the year under review, are provided in the section on Corporate Governance Report, which forms part of this Annual Report.

23. AUDIT AND COMPLIANCE COMMITTEE:

Presently, the Audit and Compliance Committee comprises of Mr. Abhijit Datta, Mr. Sunil Shah, Mr. Kartik Ruparel and Mr. Vyomesh M. Shah. Mr. Kartik Ruparel was appointed as a member of the Committee with effect from September 15, 2020. The Committee comprises of majority of Independent Directors with Mr.Abhijit Datta being the Chairman. Kindly refer to the section on Corporate Governance Report under the heading Audit and Compliance Committee for details relating to terms of reference, meetings and functions of the said Committee.

24. AUDIT AND COMPLIANCE COMMITTEE RECOMMENDATIONS:

During the year under review, all the recommendations put forth by the Audit and Compliance Committee were duly considered and accepted by the Board of Directors.

25. INTERNAL FINANCIAL CONTROLS:

The Company has in place an adequate system of internal controls commensurate with the size and nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use and removal. Significant audit observations and follow-up action thereon are reported to the Audit and Compliance Committee.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2020-2021.

26. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Part D of Schedule II to the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfillment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee meetings to fulfil duties assigned to it, adequacy and timeliness of the agenda and minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committees recommendation for the decisions of the Board, etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting. The performance evaluation of the Executive Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Managing Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process. The Independent Directors and Executive Chairman also carried out performance evaluation of the Managing Director of the Company.

In addition, the Independent Directors were also evaluated on the basis of fulfillment of independence criteria and independence from the management.

27. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and the remuneration payable to them as provided under Section 178 (3) of the Companies Act, 2013 and Regulation 19 (4) (Part D of Schedule II) of the SEBI Listing Regulations is appended as Annexure - A to this Report.

28. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (3) (c) of Section 134 and Section 134 (5) of the Companies Act, 2013, in relation to the annual financial statements of the Company for the year ended March 31,2021, the Directors of your Company, to the best of their knowledge and belief and on the basis of the information and explanations received by them, hereby state and confirm that:

(1) in the preparation of the Annual Accounts for the year ended March 31, 2021, the applicable accounting standards read with the requirements under Schedule III to the said Act had been followed along with proper explanation relating to material departures, if any;

(ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 on March 31, 2021, and of the Loss of the Company for the year ended on that date;

(iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts for the financial year ended March 31,2021 had been prepared on a going concern basis;

(v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

(vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

29. CONSOLIDATED FINANCIAL STATEMENTS:

The audited Consolidated Financial Statements prepared in accordance with the applicable Ind AS and Regulation 33 of the SEBI Listing Regulations and Section 129 (3) of the Companies Act, 2013 forms part of this Annual Report.

30. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on March 31, 2021, the Company had 11 subsidiaries, 4 associates and 7 joint venture companies.

During the year under review Twenty Five South Realty Limited ceased to be joint venture of the Company.

Further, during the year under review two wholly owned subsidiaries namely ABP Realty Advisors Private Limited and India Development and Venture Capital Private Limited were strike off from the Register of Companies maintained by the Registrar of Companies, pursuant to Section 248 (2) of the Companies Act, 2013.

The Company did not have any material subsidiary company as on March 31, 2021. There has been no change in the nature of business of any of the said subsidiaries, associates and joint venture companies.

The Policy for determining material subsidiary under Explanation to Regulation 16 (1) (c) of SEBI Listing Regulations as approved by the Board of Directors is posted on the Companys website at the link: http://hubtown.co.in/investors.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at the link: http://hubtown.co.in/investors. Further, as per fourth proviso of the said Section, the audited annual accounts of the subsidiaries have also been placed on the website of the Company at the link: http://hubtown.co.in/investors.

The Company will make available the financial statements of its subsidiaries, joint venture companies and associates (collectively referred to as Subsidiaries) and the related information to any member of the Company who may be interested in obtaining the same. The financial statements of the Subsidiaries will also be available for inspection through electronic mode.

During the financial year ended March 31, 2021, the Company did not have any material subsidiary, and, therefore, the provisions of Regulation 24 (1) of the SEBI Listing Regulations were not applicable to the Company.

Additional information as required under Schedule III to the Companies Act, 2013 in respect of entities consolidated as subsidiaries/associates/ jointly controlled entities is furnished in Note 3.1 to the consolidated financial statements.

31. REPORT ON THE PERFORMANCE AND THE FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the performance and the financial statements of the subsidiaries, associates and joint venture companies for the financial year ended March 31, 2021 in the prescribed Form AOC-1 forms part of the notes to the financial statements.

32. AUDITORS:

Statutory Auditors:

In accordance with the provisions of Section 139 of the Companies, Act, 2013 and the Rules made there under, M/s. JBTM & Associates LLP, Chartered Accountants (Firm Registration No.: 100369W) as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company to be held for the year 2025.

M/s. JBTM & Associates, Chartered Accountants have also confirmed that they meet the criteria for independence, eligibility and qualification as prescribed in Section 141 of the said Act and do not have any pecuniary interest in the Company or its subsidiaries, associates and joint venture companies.

Qualifications by Auditors

The Notes to the Financial Statements forming part of the Balance Sheet as at March 31, 2021 and the Statement of Profit and Loss for the year ended on that date, referred to in the Auditors Report, are self explanatory and do not call for any further clarification /elaboration.

Fraud Reporting:

The Directors of the Company confirm that during the year under review, no instances of fraud were reported by the Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules made there under either to the Company or to the Central Government.

Cost Records:

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 for the year ended March 31, 2021.

Cost Auditors:

Based on the recommendation of the Audit and Compliance Committee, the Board has appointed M/s. Shekhar Joshi & Co., Cost Accountants (Firm Registration No. : 100448) as Cost Auditors to conduct the audit of the cost records of the Company for the year ending March 31, 2022 at a fee of Rs 1,50,000/- (Rupees One Lakh Fifty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses, subject to ratification of the said fees by the members in the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act, 2013. The resolution pertaining to ratification of the remuneration payable to the Cost Auditor forms part of the Notice of the ensuing AGM.

Cost Audit Report:

The Cost Audit Report for the year ended March 31, 2021 pursuant to the Companies (Cost Accounting Records) Rules, 2011 will be filed within the period stipulated under the Companies Act, 2013 or such other period as may be prescribed.

Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, the Board of Directors has appointed M/s. Mihen Halani & Associates, Practicing Company Secretary to conduct the Secretarial Audit of the Company.

Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, a Secretarial Audit Report from M/s. Mihen Halani & Associates, Practicing Company Secretary, for the financial year ended March 31, 2021 in the Form No. MR-3 is annexed as Annexure - B to this Report.

REPLIES TO SECRETARIAL AUDITORS QUALIFICATIONS / OBSERVATIONS:

(1) As regards Secretarial Auditors qualification with respect to section 139(8) of the Companies Act, 2013 ("the Act"), the Company has convened the general meeting of shareholders, for filing the casual vacancy of the statutory Auditors, after three months of the recommendation of the Board, the Directors stated that the spread of Covid-19 pandemic and the nationwide lockdown since March 24, 2020 resulted in disruption of the normal functioning of the Company and skeletal attendance at office level which in turn has led to delay in the compilation of information and documents for the preparation of the Annual Report for the year ended March 31,2020. Hence, company was not able to hold Annual General Meeting (AGM) of the Shareholders within a period of 3 months. The Registrar of Companies, Mumbai, Maharashtra on the direction of Ministry of Corporate Affairs has issued an order for extension of time for holding AGM up to 3 months from the due date of the AGM for the financial year ended March 31, 2020.

(2) As regards Secretarial Auditors qualification with respect to delay submission of the disclosures of defaults on payment of interest / repayment of principal amount on loans from banks / financial institutions, the Directors stated that due outbreak of Coronavirus Disease (COVID-19) a global pandemic, most of the employees were working from home, which led to delay in the compilation of information and documents. The said delay was solely on account of Covid—19 pandemic and was unintentional.

(3) As regards Secretarial Auditors qualification with respect to:

i) Delay of 36 (Thirty Six) days in submission of disclosures of related party transactions pursuant to Regulation 23(9) of SEBI Listing Regulations for half year ended March 31, 2020, the Directors stated that the submission of disclosure of related party transactions was delayed due to unavoidable circumstances and due to current COVID-19 pandemic.

ii) The vacancy of Independent Director was filled up in 6 (Six) months and 11 (Eleven) days (Regulation 25(6), the Directors stated that delay in appointment of an independent Director within the prescribed timeline was entirely due to COVID-19 and circumstances beyond the control of the Board and the Management and without malafide intention. Further, the National Stock Exchange has sought clarification in this regard and the Company has suitably replied for the same.

(4) The Observation of Secretarial Auditors with respect to rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has sent notice to the shareholders and public announcement has been published in Newspapers and is in due process of filing e-form IEPF-4 as required under rule 6(5) of the said rules is self explanatory.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

A Secretarial Compliance Report for the financial year ended March 31, 2021 on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, was obtained from M/s.Mihen Halani & Associates, Secretarial Auditors.

33. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the Annual return will be available on the website of the Company at the link http://hubtown.co.in/investors.

34. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report.

35. DEPOSITS:

During the year under review, the Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013.

36. VIGIL MECHANISM:

Pursuant to Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 read with Regulation 4 (2) (d) (iv) of the SEBI Listing Regulations, the Company has framed a Whistle Blower Policy as the vigil mechanism for Directors and employees of the Company to report their genuine concerns in the prescribed manner, to freely communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Companys Codes or Policies. The vigil mechanism is overseen by the Audit and Compliance Committee. During the year under review, no such incidence was reported and no personnel were denied access to the Chairman of the Audit and Compliance Committee.

The Whistle Blower Policy has been uploaded on the Company website at the link: http://hubtown.co.in/investors.

37. RISK MANAGEMENT:

Presently, the provisions of Regulation 21 of the SEBI Listing Regulations relating to the Risk Management Committee are not applicable to the Company. However, the Board of Directors had constituted a Risk Management Committee under Clause 49 of the erstwhile Listing Agreement and framed a Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the functions are systematically addressed through mitigating actions on a continuing basis. The details of the Risk Management Committee are provided in the Section on Corporate Governance Report forming part of this Annual Report.

38. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As the Company is engaged in the business of real estate development included in the term Infrastructure Facilities as defined in Clause (8) (a) of Schedule VI to the Companies Act, 2013, the provisions of Section 186 of the said Act related to loans made, guarantees given or securities provided are not applicable to the Company. Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31,2021.

39. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions with related parties as defined under the Companies Act, 2013 and SEBI Listing Regulations that were entered into by the Company during the year under review were in the ordinary course of business and on an arms length basis. There were no contracts / arrangements / transactions with related parties, as defined under Section 188 of the Companies Act, 2013, which could be considered material under the SEBI Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134 (3) of the Companies Act, 2013 in Form AOC -2 is not applicable. There were no materially significant related party transactions with the Companys Promoters, Directors, Key Managerial Personnel or their relatives which could have had a potential conflict with the interest of the Company at large.

Attention of members is drawn to the disclosure of transactions with related parties as set out in Notes to Accounts - Note 33 forming part of the standalone financial statements.

The transactions with person or entity belonging to the promoter/promoter group which holds 10 per cent or more shareholding in the Company as required under Schedule V, Part A (2A) of the SEBI Listing Regulations is given in Note 33 (on related party transactions) forming part of the standalone financial statements.

The Policy for determining the materiality of related party transactions and dealing with related party transactions as approved by the Board pursuant to Regulation 23 of SEBI Listing Regulations is uploaded on the Companys website at the link: http://hubtown.co.in/investors.

40. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, there were no significant or material orders passed by any regulatory / statutory authorities or courts / tribunals against the Company impacting the going concern status and the Companys operations in future.

41. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee has formulated the policy on Corporate Social Responsibility (CSR) indicating the activities to be undertaken by the Company, whichmpany has fulfilled its obligation towards corporate social activities by expending an amount of Rs 35 lakh towards CSR activities during the current financial year (2020-2021).

The annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure C appended to this Report.

42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has put in place a Policy on Prevention of Sexual Harassment at Workplace in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no such complaints were received by the Committee for redressal and that adequate access was provided to any complainant who wished to register a complaint under the Policy. The said Policy is available on the website of the Company at http://hubtown.co.in/investors.

The details required to be given under the aforesaid Act forms part of the report on Corporate Governance.

43. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Annual Report. The requisite certificate from a practicing company secretary confirming compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V to the SEBI Listing Regulations is appended to and forms part of the report on Corporate Governance.

44. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014. During the year under review, the Company had Nil foreign exchange earnings and had incurred an expenditure of Rs 14,45,419/- in foreign exchange.

45. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - D to this Report.

The statement containing names of top ten employees in terms of the remuneration drawn and the particulars of employees as required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, having regard to the provisions to the first proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to all the members of the Company excluding this information. The aforesaid statement is available for inspection by the members through Electronic Mode 21 days before the AGM, during business hours on working days of the Company upto the date of the ensuing AGM.

Any member who is interested in obtaining a copy thereof, may write to the Company Secretary at the Registered Office of the Company. The said information is also available on the website of the Company. None of the employees listed in the aforesaid statement is a relative of any Director of the Company. None of the employees of the Company is covered under Rule 5 (3) (viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

46. CODE OF CONDUCT:

The Board of Directors has adopted Code of Conduct and Ethics for the Board of Directors and Senior Management Personnel of the Company in terms of Regulation 17 (5) of the SEBI Listing Regulations. All Board members and Senior Management Personnel have affirmed their compliance with the said Code for the financial year ended March 31, 2021. A declaration to this effect signed by the Managing Director is appended as Annexure II to the Corporate Governance Report.

The said Code of Conduct can be viewed on the Companys website at http://hubtown.co.in/investors.

47. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management and Discussion & Analysis, which forms part of this report.

48. AFFIRMATION REGARDING COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARD:

The Board affirms compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India namely SS-1 and SS-2 relating to the Meetings of the Board and its Committees and General Meetings respectively.

49. CEO AND CFO CERTIFICATION:

A certificate from the Managing Director and the Chief Financial Officer, pursuant to Regulation 17 (8) of SEBI Listing Regulations for the year under review was placed before the Board of Directors of the Company at its meeting held on June 29, 2021 which is appended to and forms part of the Corporate Governance Report.

50. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

A certificate from a company secretary in practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as stipulated under Regulation 34 (3) read with clause 10 (i) of para C of Schedule V to the SEBI Listing Regulations is appended to and forms part of the Corporate Governance Report.

51. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Directors also take this opportunity to thank all Investors, Suppliers, Vendors, Banks, Financial Institutions, Business Associates, Contractors, Government and Regulatory Authorities and Stock Exchanges for their continued support during the year.

Your Directors would also like to thank the members for reposing their confidence and faith in the Company and its management. DISCLAIMER:

Certain statements made in the Directors Report and the Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Several factors could make significant difference to the Companys operations that include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in interest rates, changes in government regulations, tax regimes, economic development within India and other incidental factors. The Company does not undertake any obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise.

For and on behalf of the Board
Hemant M. Shah
Date : June 29, 2021 Executive Chairman DIN:00009659
Place: Mumba