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Directors Report of HB Estate Developers Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 21st Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

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

(Rs. in Lakhs)

PARTICULARS Year Ended Year Ended 31.03.2015 31.03.2014

Total Turnover 6623.03 4413.08

Gross Profit/ (Loss) 1521.27 213.89

Add/(Less) : Exceptional Items (1023.60) 83.17

Less :

(a) Depreciation 1491.50 1146.64

(b) Finance Cost 3104.77 3047.99

(c) Provision for Income Tax 409.32 581.86

Net Profit/(Loss) (4507.92) (4479.43)

Appropriations :

General Reserve 0.00 0.00

Proposed Dividend 0.00 0.00

Tax on Dividend 0.00 0.00

Accumulate0 Profits (4507.92) (3049.99)

DIVIDEND

In view of the brought forward losses, your directors regret their inability to recommend dividend for the year under review.

PERFORMANCE REVIEW & OUTLOOK

The total income for the year under review was Rs. 6623.03 lakhs as against Rs. 4413.08 lakhs in the previous year.

The total turnover of the hotel unit of the Company, Vivanta By Taj, Gurgaon-NCR, for the financial year under review was Rs. 5751.79 lakhs as compared to Rs. 3865.12 lakhs during the previous year.

During the financial Year 2014-2015 the Company has reported a much higher Gross Profit amounting to Rs. 1521.27 lakhs compared to Rs. 213.89 lakhs in the previous year. However mainly due to exceptional items and higher depreciation, Net Loss amounting to Rs. 4507.92 lakhs compared to Rs. 4479.43 lakhs in the previous year has been reported.

The Industry Trends and outlook are summed up in the Management Discussion and Analysis which forms part of this report.

SHARE CAPITAL

The paid up Share Capital of the Company as on March 31,2015, was Rs. 96,13,82,870 consisting of 1,61,38,287 Equity shares of Rs. 10 each and 80,00,000 - 9% Redeemable Non-Convertible Non-Cumulative Preference Shares of Rs. 100 each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or sweat equity.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, there were Five (5) Board Meetings. The details of the number of meetings of the Board held during the financial year 2014-2015 forms part of Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

(b) the accounting policies adopted in the preparation of the annual accounts have been applied consistently except as otherwise stated in the Notes to Financial Statements and reasonable and prudent judgments and estimates so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-2015 and of the profit or loss for that period;

(c) proper and sufficient care has been taken 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;

(d) the annual financial statements for the year ended 31st March, 2015, have been prepared on a going concern basis;

(e) proper internal financial controls were in place and that the financial controls were adequate and operating effectively;

(f) the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Rajesh Jain, Mrs. Asha Mehra and Mr. Luv Malhotra are Independent Directors on the Board of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013, and revised Clause 49 of the Listing Agreement with the Stock Exchange.

PARTICULARS OF LOANS , GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

MAJOR EVENTS IN THE COMPANY

1. Scheme of Amalgamation of Pisces Portfolios Pvt. Ltd. with the Company was approved by the High Court of Punjab & Haryana vide its Order dated 15th September, 2014.

2. Company issued and alloted 50 Lakhs 9% Redeemable Non-Convertible Non-Cumulative Preference Shares Series II at face value of Rs. 100 each, on a Private Placement basis, after taking approval from its members via Postal Ballot.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The requirements pertaining to disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 134(3)(m) of the Companies Act, 2013 are not applicable to your Company.

During the year under review, foreign exchange earnings were Rs. 1902.84 lakhs. The foreign exchange outgo during the said period was Rs. 36.36 lakhs towards payment of Professional and Technical fees and Rs. 63.52 lakhs towards advertisement and other expenses.

RISK MANAGEMENT

The Company has adopted the Risk Management Policy for Risk Assessment and minimization. These procedures are reviewed to ensure that the management controls risk through means of a properly defined framework. The Risk Management Policy is a part of Management Discussion and Analysis which forms a part of this report.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the Public / shareholders during the year under review. There has been no default in repayment of deposits or payment of interest thereon during the year under review.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS

(i) Approval of Scheme of Amalgamation of Pisces Portfolios Private Limited with the Company by the Hon'ble High Court of Punjab & Haryana.

There were no other significant orders passed by the Regulators / Courts or Tribunal during the year under review which has an impact on the Going Concern status and Company's status in the future.

PARTICULARS OF REMUNERATION

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company is as under:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the for the financial year, and

2. The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year:

Sl. Name of the Designation % Increase in Ratio of No. Director/KMP remuneration Remuneration in the of each financial Director/ year 2014-15 to median of Remuneration employees

1. Mr. Lalit Bhasin Director Nil Nil (Non-executive)

2. Mr. Anil Goyal Director Nil Nil (Non-executive)

3. Mr. Jag Mohan Director Nil Nil Lal Suri (Non-executive)

4. Mr. Rajesh Jain Director Nil Nil (Non-executive)

5. Mrs. Asha Mehra Director Nil Nil (Non-executive)

6. Mr. Luv Malhotra Director Nil Nil (Non-executive)

7. Mr. Praveen Chief Financial Nil Gupta Officer

8. Mr. Rajesh Singh Company Secretary Nil Chahar

Note: No Director received any remuneration other than sitting fee during the financial year 2014-15

3. The percentage increase in the median remuneration of employees in the financial year:

Nil

4. The number of permanent employees on the rolls of the Company:

17 (seventeen)

5. The explanation on the relationship between average increase in remuneration and Company performance:

Not Applicable

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

Particulars Rs. (Lacs)

Remuneration of Key managerial Personnel during 33.19 financial year 2014-15

Revenue from Operations 6454.29

Remuneration (as % of revenue) 0.51

Profit before tax (PBT) (4098.60)

Remuneration(as % of PBT) (0.81)

7. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

NIL

8. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

NIL

9. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

Rs. In Lakhs

Particulars Chief Financial Company Secretary Officer

Remuneration 29.79 3.40

Revenue 6454.29 6454.29

Remuneration 0.46 0.05 (as % of revenue)

Profit before tax (PBT) (4098.60) (4098.60)

Remuneration(as % of PBT) (0.73) (0.08)

10. The key parameters for any variable component of remuneration availed by the directors : Not Applicable

11. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None

12. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the Company.

INTERNAL CONTROL AND SYSTEMS

The Company has adequate internal control procedures commensurate with its size and nature of business. The objective of these procedures is to ensure efficient use and protection of the Company's resources, accuracy in financial reporting and due compliance of statutes and corporate policies and procedures. The adequacy of internal financial control systems are reviewed by the Audit Committee of the Board in its periodical meetings.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a comprehensive Internal Financial Control system commensurate with the size and scale of its operations. The system ensures the reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The policies and procedures adopted by the company ensures the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors and timely preparation of reliable financial information.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance for the year under review is annexed hereto and forms a part of the Annual Report.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the financial year were on an arm's length basis and were in the ordinary course of business. Further there are no materially significant related pary transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website - www.hbestate.com, web link- www.hbestate.com/Investor centre/CorporateGovernance.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's equity shares are listed at Bombay Stock Exchange Ltd., Mumbai. The listing fee for the year under review has been paid to BSE.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES There are no Subsidiaries or Joint Ventures of the Company.

In terms of Section 2(6) of the Companies Act, 2013, Parsvnath HB Projects Pvt. Ltd. is an associate company. The required details of the same is being provided in Form AOC-1, forming part of the financial statement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the relevant provisions of the existing Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Lalit Bhasin, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

As per the provisions of Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company, the Board of Directors had appointed Mr. Luv Malhotra as an Additional Director (Independent Non-Executive) of the Company with effect from 31st March, 2015 who shall hold office upto the date of next Annual General Meeting. The above appointment was based on the recommendation of the Nomination and Remuneration Committee subject to the approval of the Shareholders of the Company at the forthcoming Annual General Meeting. Details of the proposal for the appointment of Mr. Luv Malhotra as an Independent Director with effect from 31st March, 2015, for a period of five consecutive years, are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 21st Annual General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Praveen Gupta, Chief Financial Officer and Mr. Rajesh Singh Chahar, Company Secretary were designated as the Key Managerial Personnel of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non- Independent Directors and the manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said Policy is marked as "Annexure - I” which is annexed hereto and forms part of the Director's Report.

STATUTORY AUDITORS

The Auditors, M/s P. Bholusaria & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. Observations of the Statutory Auditors are explained, wherever necessary, by way of notes to accounts.

INTERNAL AUDITORS

M/s. M.K. Choudhary & Co., Chartered Accountants, New Delhi are the Internal Auditors of the Company and M/s Grant Thornton India LLP, are the Internal Auditors of the hotel project of the company, Vivanta by Taj, Gurgaon- NCR, and their reports are reviewed by the Audit Committee periodically in its meetings.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. A.N. Kukreja of M/s. A. N. Kukreja & Co., to conduct the Secretarial Audit of the company for the financial year 2014-2015. The Report of the Secretarial Audit in Form MR-3 is annexed as "Annexure- II”.

Observations made by the Secretarial Auditor:

(a) The Company does not have a Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-time Director, as required under Section 203 of the Companies Act, 2013.

Comment: The management is searching for a suitable candidate for the post of Managing Director/ Chief Executive Officer of the Company.

(b) The Company does not come within the ambit of sub-section (1) of Section 135 of the Companies Act, 2013 for the financial year 2014-15.

Comment: The Company has incurred average net loss for immediately preceding three financial years. Hence the Company is not required to spend any amount on the CSR activities during the financial year 2014-15.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility Committee pursuant to Section 135 of the Companies Act, 2013. Composition of the CSR Committee is as mentioned in the Corporate Governance Report. The Board after taking considerations from the Corporate Social Responsibility Committee approved the Corporate Social Responsibility Policy for the Company and disclosed its contents in the Corporate Governance Report. The Company has incurred average net loss for immediately preceding three financial years, hence the Company is not required to spend any amount towards CSR activities during financial year 2014-2015.

The CSR Policy has also been uploaded on the website of the Company - www.hbestate.com, Web link- www.hbestate.com/Investor centre/CSR and is annexed as "Annexure - III” and forms part of the Director's Report.

VIGIL MECHANISM - WHISTLE BLOWER POLICY

The Company has duly approved a Vigil Mechanism - Whistle Blower Policy enabling stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices and for the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics Policy. It provides a channel to the stakeholders, employees and directors to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or Policy. The whistle Blower Policy duly approved by the Board of Directors is also posted on the website of the Company- www.hbestate.com and the web link for the same is www.hbestate.com/Investor centre/ Corporate Governance.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013, is marked as "Annexure - IV” which is annexed hereto and forms part of the Director's Report.

SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of Sexual Harassment at Workplace in line with the provisions of Sexual harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. The Company has not received any complaints on sexual harassment during the year under review.

ACKNOWLEDGMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Company's associates, Bankers. Your Directors also wish to thank all the employees at all levels of the organization for the contribution and the trust and confidence reposed by the shareholders in the management of the company.

For and on Behalf of The Board HB ESTATE DEVLOPERS LIMITED

Sd/-

LALIT BHASIN Place : Gurgaon (CHAIRMAN) Date : 30.05.2015 (DIN : 00002114)


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20th Annual Report of the Company, together with the Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

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

(Amount in Rs. lakhs) Year Ended Year Ended

PARTICULARS 31.03.2014 31.03.2013

Total Turnover 4507.93 1175.95

Gross Profit/ (Loss) 308.74 568.11

Add : Exceptional Items - -

Less :

(a) Depreciation 1146.64 95.20

(b) Finance Cost 3047.99 618.22

(c) Provision for Income Tax 581.86 535.62

Net Profit/(Loss) (4467.75) (680.93)

Appropriations :

General Reserve 0.00 0.00

Proposed Dividend 0.00 62.43

Tax on Dividend 0.00 10.61

Accumulated Profits (3038.32) 1429.43

DIVIDEND

In view of the losses incurred, your directors regret their inability to recommend dividend for the year under review.

PERFORMANCE REVIEW

The total income for the year under review was Rs. 4507.93 lakhs as against Rs. 1175.95 lakhs in the previous year. The increased turnover was because of full year of operations of the Company''s hotel project ("VIVANTA BY TAJ- GURGAON, NCR").

During the financial Year 2013-2014 due to higher expenditure (mainly on account of interest, depreciation and commissioning of the Hotel Project), the Company has incurred loss of Rs. 4467.75 lakhs compared to loss of Rs. 680.93 lakhs during the previous year.

The Industry Trends and outlook are summed up in the Management Discussion and Analysis which forms part of this report.

MAJOR EVENTS OF THE COMPANY

Scheme of Amalgamation

As mentioned in the Directors Report for the year ended 31.03.2013, the Board of Directors of your Company at its meeting held on 29th March, 2013, subject to such approvals, orders and permissions as may be required, approved the Scheme of Amalgamation through Scheme of Arrangement (Scheme) under Sections 391 to 394 of the Companies Act, 1956, wherein Pisces Portfolios Private Limited would be merged with the Company w.e.f 1st April, 2012. The Company received the No-Objection/Observation from Bombay Stock Exchange (BSE) vide its letter dated 22.10.2013 and thereafter the Company filed the Scheme with the Hon''ble High Court of Punjab & Haryana at Chandigarh.

Pursuant to the orders of the Hon''ble High Court, the Meetings of Equity Shareholders and Secured Creditors of the Company to consider and approve the Scheme were held on 12th April, 2014. The Equity Shareholders and Secured Creditors along with the Postal Ballot (including e-voting) of Equity Shareholders approved the Scheme with overwhelming majority. The Company is in process of receiving the final approval of the Hon''ble High Court.

The Scheme along with the required information/documents is available on Company''s website www.hbestate.com and also on the official website of BSE.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

During the year under review, foreign exchange earnings were Rs. 1270.89 lakhs. The foreign exchange outgo during the said period was Rs. 4.26 lakhs on account of travelling; Rs. 27.00 lakhs towards payment of Professional and Technical fees and Rs. 56.96 lakhs towards advertisement and other expenses.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not applicable,as there are no employees who were drawing or in receipt of remuneration of prescribed amount during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014, and of the profit / loss of the Company for the period 1st April 2013 to 31st March 2014;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared ''on a going concern basis''.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed by the Listing Agreement with the Stock Exchanges have been complied with.

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Company''s Auditors confirming compliances of Corporate Governance norms, in terms of Clause 49 of the Listing Agreement, is annexed to the Annual Report.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai. The listing fee for the year under review has been paid to BSE.

AUDITORS'' REPORT

Observations of the Auditors have been explained, wherever necessary, by appropriate notes to accounts.

AUDITORS

M/s P. Bholusaria & Co., Chartered Accountants, the Statutory Auditors, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS

As per the relevant provisions of the existing Article of Association of the Company and the terms of appointment, the period of office of Directors viz. Mr. Lalit Bhasin, Mr. Anil Goyal, Mr. Jagmohan Lal Suri, Mr. Rajesh Jain and Mrs. Asha Mehra was liable to determination by retirement of Directors by rotation.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective April I , 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company. Mr. Rajesh Jain and Mrs Asha Mehra fulfill the criteria of Independent Directors as specified in Section 149(6) of the Companies Act, 2013 and the rules made thereunder. The Company has received requisite Notices in writing from a member proposing their appointment as Independent Directors. The Company has also received declarations from them confirming that they meet with the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. The Board of Directors recommends appointment of Mr. Rajesh Jain and Mrs. Asha Mehra as Independent Directors of the Company for a term of five years and they shall not be liable to retire by rotation.

The Board of Directors on the recommendation made by the Remuneration Committee in their meeting held on 24th May, 2014 discussed and agreed that the period of office of all the Directors other than independent directors shall be liable to determination by retirement of directors by rotation. Accordingly, the period of office of directors viz. Mr. Lalit Bhasin, Mr. Anil Goyal and Mr. Jagmohan Lal Suri shall be liable to determination by retirement of directors by rotation.

As per the relevant provisions of the existing Article of Association of the Company and the provisions of the erstwhile Companies Act, 1956, Mr. Anil Goyal, Director and Mr. Rajesh Jain, Independent Director of the Company were suppose to retire by rotation at the ensuing Annual General Meeting. However, as per the provisions of Section 149(13) of the Companies Act, 2013 and the provisions of Section 152 in respect of retirement of Directors by rotation shall not be applicable to Independent Directors. Accordingly, Mr. Rajesh Jain, Independent Director shall not retire by rotation at the ensuing Annual General Meeting. Mr. Anil Goyal shall retire at the ensuing Annual General Meeting and who being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment.

ACKNOWLEDGEMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Company''s associates, Bankers. Your Directors also wish to thank all the employees at all levels of the organization for the contribution and the trust and confidence reposed by the shareholders in the management of the company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Place: Gurgaon LALALIT BHASIN Date : 24.05.2014 Chairman


Mar 31, 2013

To the Members,

The Directors are pleased to present the 19th Annual Report of the Company, together with the Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

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

(Amount in Rs. lakhs)

Year Ended Year Ended PARTICULARS 31.03.2013 31.03.2012

Total Turnover 1175.95 1827.96

Gross Profit/ (Loss) 568.11 1288.09

Add : Exceptional Items

Less :

(a) Depreciation 95.20 15.18

(b) Finance Cost 618.22 395.58

(c) Provision for Income Tax 535.62 168.33

Net Profit/(Loss) (680.93) 708.99

Appropriations :

General Reserve 0.00 100.00

Proposed Dividend 62.43 120.42 Tax on Dividend 10.61 19.53

Accumulated Profits 1429.43 2183.40

DIVIDEND

Although your Company has incurred a loss of Rs. 680.93 lakhs during the accounting year 2012-2013, it has distributable profits after providing depreciation and other provisions. Therefore, your Directors are pleased to recommend Dividend @ 5% on Equity Share (i.e. Rs. 0.50 per Equity Share of face value Rs. 10/- each) (previous year Rs. 1.00 per Equity Share) and @ Rs. 9% per annum on Redeemable Non-Convertible Non-Cumulative Preference Share (i.e. Rs. 0.073 per Redeemable Non-Convertible Non-Cumulative Preference Share of face value Rs. 100/- each) for the year ended 31st March 2013.

PERFORMANCE REVIEW

The total income for the year under review was Rs. 1175.95 lakhs as against Rs. 1827.96 lakhs in the previous year. The said reduction in income was due to global slowdown which has affected the real estate sector. Many cities including NCR region have observed fall in prices in the real estate sector.

Your directors are pleased to inform you that during the year under review, the Company''s hotel project ("VIVANTA BY TAJ - GURGAON, NCR") located at Plot No. 1, Sector 44, Gurgaon, Haryana has commenced its commercial operations w.e.f. 8th March 2013.

During the year under review, the entire business of "Parsvnath Developers (AOP)", an Association of Persons formed in the year 2005 between the Company and Parsvnath Developers Limited for undertaking the business of real estate development, has been transferred as a going concern to M/s Gazala Promoters and Developers Private Limited and the AOP has been wound up. The Company and its nominees acquired 49% Equity Shares in M/s Gazala Promoters and Developers Private Limited and the remaining 51% was acquired by M/s Parsvnath Developers Limited and its nominees. Further, name of Gazala Promoters & Developers Private Limited has been changed to "Parsvnath HB Projects Private Limited" with effect from 9th May 2013.

The Industry Trends and outlook are summed up in the Management Discussion and Analysis which forms part of this report.

MAJOR EVENTS OF THE COMPANY

Change in Capital Structure

With your approval given at the Extra-ordinary General Meeting held on 20th March 2013, the Authorized Share Capital of the Company was increased and re-classified from Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- each and 1,00,00,000 (One Crore) Preference Shares of Rs. 10/- each to Rs. 50,00,00,000/- (Rupees Fifty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 100/- each.

Allotment of Redeemable Non-Cumulative Non-Convertible Preference Shares

Pursuant to your approval given at the Extra-ordinary General Meeting of the Company held on 20th March 2013, the Board on 29th March 2013 allotted 30,00,000 (Thirty Lakhs) - 9% Redeemable Non-Cumulative Non-Convertible Preference Shares of face value of Rs. 100/- each at par aggregating to Rs. 30,00,00,000/-(Rupees Thirty Crore Only) which were issued on private placement basis.

Scheme of Amalgamation

The Board of Directors of your Company at its meeting held on 29th March 2013, subject to such approvals, orders and permissions as may be required, has approved the Scheme of Amalgamation through Draft Scheme of Arrangement (Scheme) under Section 391 to 394 of the Companies Act, 1956, wherein Pisces Portfolios Private Limited would be merged with the Company w.e.f 1st April 2012.

In terms of requirements of SEBI circular dated 4th February 2013 read with Circular dated 21st May 2013, Company has made an application for obtaining approval of Bombay Stock Exchange and Securities Exchange Board of India on 30th April 2013 under Clause 24(f) of the Listing Agreement.

Further, the Scheme along with required information/documents as envisaged in aforesaid SEBI circulars are available on Company''s website www.hbestate.com and also on the official website of BSE.

Extension of time limit for holding the Annual General Meeting

The Registrar of Companies, NCT of Delhi and Haryana, vide letter dated 18th September 2013, has granted extension of time up to 30th November 2013 for holding the Annual General Meeting as per Section 166 (1) of the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year.

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

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

During the year under review, foreign exchange earnings were Rs. 31.15 lakhs. The foreign exchange outgo during the said period was Rs. 9.38 lakhs on account of travelling; Rs. 35.87 lakhs towards payment of Professional and Technical fees and Rs. 2.04 lakhs towards advertisement and other expenses.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not applicable, as there are no employees who were drawing or in receipt of remuneration of prescribed amount during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013, and of the profit of the Company for the period 1st April 2012 to 31st March 2013;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared ''on a going concern basis''.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed by the Listing Agreement with the Stock Exchanges have been complied with.

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Company''s Auditors confirming compliances of Corporate Governance norms, in terms of Clause 49 of the Listing Agreement, is annexed to the Annual Report.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai. The listing fee for the year under review has been paid to BSE.

AUDITORS'' REPORT

Observations of the Auditors have been explained, wherever necessary, by appropriate notes to accounts.

AUDITORS

M/s P. Bholusaria & Co., Chartered Accountants, the Statutory Auditors, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS

Mr. Lalit Bhasin and Mr. J.M.L. Suri, Directors being longest in the office, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The brief resume and other details of the above directors, as stipulated under Clause 49(IV)(G) of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting.

During the year under review, Mrs. Arpita B. Malhotra was appointed as Company Secretary and Compliance Officer of the Company w.e.f 12th July 2012.

ACKNOWLEDGEMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Company''s associates, Bankers. Your Directors also wish to thank all the employees at all levels of the organization for their contribution and the trust and confidence reposed by the shareholders in the management of the company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Gurgaon L ALIT BHASIN

Date :30th September 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 18th Annual Report of the Company, together with the Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS:

The financial results of the Company during the year under review are summarised hereunder:

(Amount in Rs. lakhs)

Year Ended Year Ended PARTICULARS 31.03.2012 31.03.2011

Total Turnover 1827.96 576.57

Gross Profit/ (Loss) 1288.09 385.64

Add : Exceptional Items - 183.65

Less :

(a) Depreciation 15.18 14.29

(b) Finance Cost 395.58 73.88

(c) Provision for Income Tax 168.33 102.40

Net Profit/(Loss) 708.99 378.72

Appropriations :

General Reserve 100.00 100.00

Proposed Dividend 120.42 120.42

Tax on Dividend 19.53 19.53

Accumulated Profits 2183.39 1714.36

DIVIDEND

In view of the distributable profits of the Company after providing Depreciation and other provisions, your Directors are pleased to recommend a dividend at the rate of 10% on Equity Shares (i.e. Rs. 1.00 per share) for the year under review (previous year Rs. 1.00 per share).

PERFORMANCE REVIEW

The Total income for the year under review was Rs. 1827.96 lakhs as against Rs. 576.57 lakhs in the previous year (including the share of profits from joint venture project at Mohali). The company has also been able to generate net profits of Rs. 708.99 lakhs ( Rs. 378.72 lakhs during the previous year).

Your directors are pleased to inform that during the year under review, the civil construction work of the hotel project (Vivanta by Taj) at Sector-44, Gurgaon, Haryana, has been completed and the interior works are in progress. The hotel project work is in full swing and is nearing completion and up to 31st March 2012 an amount of Rs. 352.98 crores has been incurred on it.

The construction work of Shopping Mall-cum-Multiplex & Hotel project at Mohali in Joint Venture (in the form of an AOP) with Parsvnath Developers Ltd. is progressing slowly. The business of AOP is proposed to be transferred to a company named Gazala Promoters & Developers Pvt. Ltd. wherein HB Estate Developers Ltd. and Parsavnath Developers Ltd. shall make investment in the equity shares of Gazala Promoters & Developers Pvt. Ltd.

The Industry Trends and outlook are summed up in the Management Discussion and Analysis which forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year.

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

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

During the year under review there has been no foreign exchange earning. The foreign exchange outgo during the said period was Rs. 16.45 lakhs on account of traveling; Rs. 171.51 lakhs towards payment of Professional and Technical fees and Rs. 1617.62 lakhs towards purchase of Capital goods.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not applicable, as there are no employees who were drawing or in receipt of remuneration of prescribed amount during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012, and of the profit of the Company for the period 1st April 2011 to 31st March 2012;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared 'on a going concern basis'.

CORPORATE GOVERNANCE

Your Company is in adherence of good corporate governance as stipulated by the stock exchange and has fully complied with the requirement of the listing agreement. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's Auditors confirming compliances of Corporate Governance norms, in terms of Clause 49 of the Listing Agreement is annexed to the Annual Report.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai. The listing fee for the year under review has been paid to BSE.

TERM LOAN

During the year under review, out of the total sanctioned Term Loan of Rs. 150 crores, a sum of Rs. 40 crores (previous year : Rs. 110 crores) has been disbursed to meet the cost of ongoing Hotel project of the Company.

AUDITORS REPORT

Observations of the Auditors have been explained, wherever necessary, by appropriate notes to accounts.

AUDITORS

M/s P Bholusaria & Co., Chartered Accountants, the Statutory Auditors, retires at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

DIRECTORS

Mr. Anil Goyal and Mrs. Asha Mehra, Directors being longest in the office, retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The brief resume and other details of the above directors, as stipulated under Clause 49(IV)(G) of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting. During the year under review, Mr. Praveen Gupta was appointed as the CFO (Chief Financial Officer) of the Company w.e.f 1st December 2011.

ACKNOWLEDGEMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Company's associate in the Hotel Project, Bankers to the Company. Your Directors also wish to thanks for the contribution of the employees at all levels of the organisation and the trust and confidence reposed by the shareholders in the management of the company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Gurgaon LALIT BHASIN

Date : 25th May 2012 Chairman


Mar 31, 2010

The Directors are pleased to present the 16th Annual Report together with the Audited Statements of Accounts for the accounting year ended 31st March 2010.

FINANCIAL RESULTS:

The financial results of the Company during the year under review are summarised hereunder:

(Amount Rs. in lakhs)

Year Ended Year Ended

PARTICULARS 31.03.2010 31.03.2009

Profit/(Loss) before Depreciation & Tax 983.95 1713.42

Less : Depreciation 12.10 13.16

Profit/(Loss) before Taxation 971.85 1700.26

Provision for Taxation:

- Current Tax 165.00 200.00

- Fringe Benefit Tax Nil 3.25

- Deferred Tax - Charge/(Credit) 0.44 0.01

- Tax Adjustment for earlier year 10.70 0.63

Profit/(Loss) after Taxation 795.71 1496.37

Add/(Less): Profit/(Loss) Brought Forward 1020.31 664.83

Transfer to General Reserve (100.00) (1000.00)

Proposed Dividend (120.42) (120.42)

Distribution Tax on proposed Dividend (20.00) (20.47) including surcharge and education cess

Residual dividend of last year & tax - -

Profit/(Loss) carried forward 1575.60 1020.31

DIVIDEND

In view of company having distributable profits, after providing for depreciation, your Directors are pleased to recommend a dividend at the rate of 10% on equity shares (i.e., Re. 1/- per equity share) for the year under review.

PERFORMANCE REVIEW

The operational income for the year under review was Rs. 706.07 lakhs (including the share of profits from joint venture project at Mohali) as compared to Rs. 1712.87 lakhs in the previous year. The company has also been able to generate net profits of Rs. 806.41 lakhs during the year under review as compared to Rs. 1497.00 lakhs during the previous year.

The construction work of Shopping Mall-cum-Multiplex & Hotel project at Mohali being implemented by a Joint Venture (in the form of an Association of Persons) formed with Parsvnath Developers Ltd. is progressing and is expected to reach completion by December, 2010.

You directors are pleased to inform that during the year under review, the civil construction work of the hotel project (Vivanta by Taj) at Sector-44, Gurgaon, Haryana, has been completed and the interior works are in progress. The company has appointed various consultants and floated various tenders for the hotel project. The hotel project work is in full swing.

The Industry Trends and outlook are summed up in the Management Discussion and Analysis which forms a part of this report.

STATUTORY STATEMENTS

Your Company has not accepted any deposits from the public during the year. The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your company. During the year under review there have been no foreign exchange earnings. The foreign exchange outgo during the said period was Rs. 5,44,412/- on account of traveling; Rs. 32,70,347/- towards payment of Professional and Technical fees and Rs. 7,10,874/- towards purchase of Capital goods.

The provisions of Sec 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not applicable, as there were no employees who were drawing or in receipt of remuneration of prescribed amount during the year under review.

Pursuant to Section 217(2AA) it is hereby stated that in the preparation of the Annual Accounts for the year under review, the applicable accounting standards have been followed. The Directors have selected such accounting policies and applied them consistently and made judgements 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 under review and of the profit or loss of the company for that period. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Further, the Directors have prepared the annual accounts, for the year under review, on a going concern basis.

CORPORATE GOVERNANCE

Your Company is in adherence of good corporate governance as stipulated by the stock exchange and fully complied with the requirement of the listing agreement. A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors confirming compliances of Corporate Governance norms, in terms of Clause-49 of the Listing Agreement is annexed to the Annual Report.

STATEMENT PURSUANT TO LISTING AGREEMENT(S)

The Companys equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai. The listing fee for the year under review has been paid to BSE.

TERM LOAN

During the year under review the Board of Directors approved availment of Rupee Term Loan of Rs. 150 Crores in aggregate from banks to partly meet the cost of ongoing Hotel project of the Company.

AUDITORS REPORT

Observations of the Auditors have been explained, wherever necessary, by appropriate notes to accounts.

AUDITORS

The Auditors, M/s P. Bholusaria & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible and offer themselves for reappointment.

DIRECTORS

Mrs. Asha Mehra was appointed as an additional director on 12th August, 2009. The tenure of Mrs. Asha Mehra as an additional director expires on the date of ensuing Annual General Meeting. Your Directors recommends appointment of Mr. Asha Mehra as a Director of the Company.

Mr. Davendra Ahuja and Mr. Lalit Bhasin being longest in the office, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. C. K. Hazari resigned from the Board of Directors of the company w.e.f. 8th February 2010. The directors placed on record their appreciation of the valuable services rendered by him during his tenure.

ACKNOWLEDGEMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Companys Bankers and the contribution of employees at all levels and the trust and confidence reposed by the shareholders of the company.

FOR AND ON BEHALF OF THE BOARD

Place :Gurgaon LALIT BHASIN

Date :03.08.2010 CHAIRMAN


Sep 30, 2000

The directors are pleased to present the 6th Annual Report together with the Audited Statements of Accounts for the year ended 30th September, 2000.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under: (Rs. in Lakhs)

PARTICULARS Year Ended Year Ended 30.09.2000 30.09.1999

Gross Profit 489.47 (28.33)

Less: (a) Depreciation 1.71 5.72 (c) Miscellaneous Expenses Written Off 0.93 0.93 Net Profit 486.83 (34.93)

ADD/(Less):

Profit Brought Forward 46.61 81.59

Net Amount available for appropriation(s) 533.44 46.61

Balance Transferred to Balance Sheet 533.44 46.61

DIVIDEND:

Your directors do not recommend dividend for the year under review, in view of strengthening the resources of the company.

PERFORMANCE REVIEW:

During the year under review the construction of Real Estate Project of your company namely HB Twin Towers at Wazirpur District Centre, Netaji Subhash Place, Delhi is almost completed. The construction at Plot No. 31 in sector 32, institutional Area, Gurgaon (Haryana) is in full swing and is expected to be completed by the end of March 2001. Your Company is planning to undertake some more commercial/residential projects in the near future.

DEMATERIALISATION OF EQUITY SHARES:

The Equity Shares of the Company have come under compulsory dematrialisation w.e.f. 27th November, 2000 (ISIN No. INE640B01013) in terms of the SEBl-Notification No. SMDRP/ POLICY/CIR - 23/2000 dated, 29th May, 2000.

STATUTORY STATEMENTS:

Your Company has not accepted any deposits from the public during the year.

The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption and foreign exchange earnings and out go are not applicable to your company.

The provisions of to Sec 217(2.A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not applicable, as there is no such employee. Pursuant to Section 217(2AA) it is hereby stated that in the preparation of the Annual Accounts, the applicable accounting standards have been followed. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Further, the Directors have prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENT(S)

The Companys securities are listed at Delhi, Mumbai, Chennai, Calcutta & Ahemedabad Stock Exchanges and the Company has paid Annual Listing Fee to all the Stock Exchanges.

AUDITORS REPORT

Observations of the Auditors are explained, wherever necessary, by notes to accounts.

AUDITORS

The Auditors, M/s P. Bholusaria & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORATE Mr. Anil Goyal is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

ACKNOWLEDGMENTS

Your Directors wish to thank and deeply acknowledge the co- operation, assistance and support extended by the Companys Bankers, the Shareholders and by the Employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF HB ESTATE DEVELOPERS LIMITED

ANIL GOYAL J.M.L. SURI Director Director

Place : New Delhi Dated : 29th December, 2000

 
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