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Directors Report of HB Estate Developers Ltd.

Mar 31, 2018

DIRECTORS’ REPORT

To the Members,

The Directors have the pleasure to present the 24th Annual Report of your Company along with the Audited Financial Statements for the year ended 31st March, 2018.

FINANCIAL RESULTS

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

(Rs, In Lacs)

PARTICULARS

Year Ended 31.03.2018

Year Ended 31.03.2017

Total Revenue

8470.86

7471.96

Gross Profit/ (Loss)

2222.80

1843.40

Add/ (Less) : Exceptional Items

-

Less :

(a) Depreciation

1435.70

1441.66

(b) Finance Cost

2668.61

3101.74

(c) Deferred Tax Charge

(250.88)

(696.14)

Net Profit/(Loss)

-1630.62

-2899.45

Appropriations :

General Reserve

0

0

Proposed Dividend

0

0

Tax on Dividend

0

0

Other Comprehensive Income

-6.32

-1.25

Total Comprehensive Income

-1624.29

-2005.12

Balance Brought Forward

-3970.28

-1966.41

Accumulated Profits

-2600.91

-3970.28

PERFORMANCE REVIEW & OUTLOOK

The Company posted Total Turnover of Rs, 8470.86 Lacs and Net loss after tax of Rs, 1630.62 lakhs Lacs for the Financial Year ended 31st March, 2018. The financial figures for the current year are not comparable with previous year due to accounting effect given in the Financial Statements from the Appointed Date(s) i.e. 01st April, 2015 & 03rd April, 2015 pursuant to the sanction of the Scheme of Arrangement (‘the Scheme’) between HB Stockholdings Limited (HBSL), HB Portfolio Limited (HBPL) and HB Estate Developers Limited (HBEDL) and their respective Shareholders and Creditors under Sections 391 to 394 read with Section 100 to 104 of the Companies Act, 1956. The Industry Trends and outlook are summed up in the Management Discussion and Analysis which forms part of this report.

TRANSFER OF AMOUNT TO RESERVE

The Company does not propose to transfer any amount to reserves.

DIVIDEND

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

SCHEME OF ARRANGEMENT

The Hon’ble National Company Law Tribunal (NCLT), Chandigarh Bench at Chandigarh vide its Order Dated 22nd December, 2017 sanctioned the Scheme of Arrangement between HB Stockholdings Limited (HBSL), HB Portfolio Limited (HBPL) and HB Estate Developers Limited (HBEDL) and their respective Shareholders and Creditors under Sections 391 to 394 read with Section 100 to 104 of the Companies Act, 1956.

The Company filed the Certified True Copy of the Order with the Registrar of Companies, Ministry of Corporate Affairs on 30th January, 2018 i.e. the Effective Date for the purpose of the Scheme. Accordingly, the Scheme came into effect on 30th January, 2018 from the Appointed Date(s) i.e. 01st April, 2015 & 03rd April, 2015 in a manner more particularly defined in the Scheme.

Mr. Anil Goyal, Director of the Company, duly authorized by the Board of Directors in their Meeting held on 01st February, 2018 had fixed 14th March, 2018 as the Record date for the purpose of Reduction of Issued Capital, Subscribed and Paid up Equity Share Capital and Reorganization of its Authorized Share Capital after the Allotment of shares by HBEDL to the shareholders of HBSL and HBPL.

The Board also approved the Issuance of Shares and authorized the Securities Committee for the Allotment of the same. On 17th March, 2018, the Securities Committee allotted 57,10,132 (Fifty Seven Lakhs Ten Thousand One Hundred Thirty Two) Equity Shares of '' 10/- (Rupees Ten Only) each fully paid-up in the ratio of 25 (Twenty Five) Equity Shares of Rs, 10/- (Rupees Ten Only) each fully paid up of HBEDL for every 100 (One Hundred) Equity Shares of Rs, 10/-(Rupees Ten Only) each fully paid up of HBSL to the eligible Shareholders of HB Stockholdings Limited (HBSL), whose name was recorded in the Register of Members and the records of the Depositories as members of HBSL on March 12, 2018 (‘HBSL Record Date’) in consideration of the Demerger of HBSL “Preference Shares Investment Undertaking” from HBSL and transfer and vesting of the same to the Company. As a result of which, the Equity Share capital of the Company increased from Rs, 16,13,82,870/- comprising of 1,61,38,287 Equity Shares of Rs, 10/-(Rupees Ten) each fully paid up to Rs, 21,84,84,190/- comprising of 2,18,48,419 Equity Shares of Rs, 10/- (Rupees Ten) each fully paid up

Thereafter, the Committee also allotted 1,05,84,826 (One Crore Five Lakhs Eight Four Thousand Eight Hundred Twenty Six) Equity Shares of Rs, 10/- (Rupees Ten) each fully paid-up in the ratio of 24 (Twenty Four) Equity Shares of Rs, 10/- (Rupees Ten Only) each fully paid up of HBEDL for every 100 (One Hundred) Equity Shares of Rs, 10/- (Rupees Ten only) each fully paid up of

HBPL to the eligible Shareholders of HB Portfolio Limited (HBPL), whose name was recorded in the Register of Members and the records of the Depositories as members of HBPL on March

13, 2018 (‘HBPL Record Date’) including the Shareholders of HBSL who have received Equity Shares of HBPL in Demerger 1, in consideration of the Demerger of HBPL “Preference Shares Investment and Loans & Advances Undertaking” from HBPL and transfer and vesting of the same to the Company. As a result of which, the Equity Share capital of the Company increased from Rs, 21,84,84,190/- comprising of 2,18,48,419 Equity Shares of Rs, 10/- (Rupees Ten only) each fully paid up to Rs, 32,43,32,450/- comprising of 3,24,33,245 Equity Shares of Rs, 10/- (Rupees Ten only) each fully paid up.

Immediately after the said allotment, the Share Capital was reduced from 1(one) equity share of Rs, 10/- (Rupees Ten only) fully paid up to 1 (one) equity share of Rs, 6/- (Rupees Six only) each fully paid. Then the Equity shares were further consolidated in such a manner that the Shareholders holding 5 (Five) Equity Shares of Rs, 6/- each fully paid up in the Equity Share Capital of HBEDL shall get 3 (Three) Equity Shares of Rs, 10/- (Rupees Ten Only) each fully paid up in the Equity Share Capital of HBEDL. As a result of which, the Equity Share Capital of the Company reduced from Rs, 32,43,32,450/- comprising of 3,24,33,245 Equity Shares of Rs, 10/- (Rupees Ten) each fully paid up to Rs, 194599470/- comprising 19459974 Equity Shares of Rs, 10/- (Rupees Ten only) each fully paid up.

The Company had applied on 24th March, 2018 for listing of 1,94,59,947 Equity Shares of Rs, 10/-(Rupees Ten only) each with BSE Limited, where the Equity Shares of the Company are listed and / or are admitted for trading. On receipt of listing approval from BSE Limited, the Company shall take necessary corporate action with NSDL and CDSL for crediting the shares in respective Demat Account of the Shareholders. The Company is also in process of dispatching the new Share Certificates to all those Shareholders who hold shares in physical form.

The Equity Shares held by the Equity Shareholders of the Company as on 14th March, 2018 (HBEDL Record Date), whether in dematerialised form or physical form stood cancelled without any further act, deed or thing.

The Copy of Scheme of Arrangement along with all other documents are available on the website of the Bombay Stock Exchange (BSE Limited), http://www.bseindia.com and also on the Company’s website having following web link, http://www.hbestate.com SHARE CAPITAL

The Authorized Share Capital of the Company

Pursuant to the Scheme of Arrangement, the Authorized Share Capital of the Company is Rs,. 1,70,00,00,000/- (Rupees One Hundred Seventy Crore only) divided into 3,50,00,000 (Three Crore Fifty Lac) Equity Shares of Rs, 10/- each (Rupees Ten only) and 1,35,00,000 (One Crore Thirty Five Lac) Redeemable Preference Shares of Rs, 100/- each (Rupees One Hundred only) Paid up, Issued and Subscribed Capital of the Company

The Paid up Share Capital of the Company as on March 31, 2018 stood at Rs, 84,45,99,470/consisting of 1,94,59,947 Equity shares of Rs, 10/- each and 65,00,000 Preference Shares of Rs, 100/- each.

During the year under review, the Company has not issued shares with differential rights for voting, dividend or otherwise nor granted stock options or sweat equity.

The Shareholding of Directors of the Company (including Promoter Director) is given in the Corporate Governance Report forming part of this report.

Equity Shares of your Company are listed on Bombay Stock Exchange and Preference Shares of your Company are not listed on any Stock Exchange.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PUBLIC DEPOSITS

The Company has not accepted any Deposits from the Public under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the Financial Year 2017-18. SIGNIFICANT AND OTHER MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

(i) Approval of the Scheme of Arrangement between (‘the Scheme’) between HB Stockholdings Limited (HBSL), HB Portfolio Limited (HBPL) and HB Estate Developers Limited (HBEDL) and their respective Shareholders and Creditors under Sections 391 to 394 read with Section 100 to 104 of the Companies Act, 1956 by the Hon’ble National Company Law Tribunal (NCLT), Chandigarh Bench at Chandigarh.

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5), the Board of Directors, to the best of their knowledge and ability, confirm that :

(a) in the preparation of the Annual Accounts for the year ended 31st March, 2018, 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 2017-2018 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, 2018, have been prepared on a going concern basis;

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES (i) Subsidiaries

The Company does not have any Subsidiary and no Company has become or ceased to be Company’s Subsidiary during the year under review.

The Board of Directors has approved a Policy for Determining Material Subsidiaries in compliance with the provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy has been uploaded on the website of the Company, www.hbestate.com having following web link, www.hbestate.com/ Investor Centre/Corporate Governance

(ii) Joint Ventures

The Company is not having any Joint Venture business and no Company has become its Joint Venture during the year under review.

(iii) Associate Companies

In terms of Sec 2(6) of the Companies Act, 2013, Parsvnath HB Projects Pvt. Ltd. is the Associate Company. A separate statement containing the salient features of the Financial Statement of the Company’s Associates is being provided in Form AOC-1.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Appointment / Reappointment / Resignation of Directors and KMP

As per the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Lalit Bhasin, Director shall retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment. The Board of Directors recommends his re-appointment.

The information on the particulars of Director eligible for appointment in terms of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting.

(ii) Independent Directors Declaration

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 Regulations 16 & 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iii) Number of meeting(s) of the Board

During the year under review, there were Four (4) Board Meetings. The details of the number of meetings of the Board held during the financial year 2017-2018 forms part of Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

(iv) 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 - III” which is annexed hereto and forms part of the Director’s Report.

(v) Board Diversity

The Board of Directors on the recommendations of the Nomination and Remuneration Committee has adopted a Policy on Diversity of Board of Directors in terms of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual performance evaluation of its own performance and of all the Directors individually as well as the evaluation of the working of Audit, Nomination & Remuneration and other Compliance Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

(vii) Remuneration of the Director/ KMP and Particulars of Remuneration

The provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable, as there are no such employee who were drawing / in receipt of remuneration of prescribed amount during the period under review.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Company is furnished hereunder:

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the for the financial year, and

(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year:

Sr.

No.

Name of the Director/KMP

Designation

Ratio of Remuneration of each Director / to median remuneration of employees

% Increase in remuneration in the financial year 2017-18

1.

Mr. Lalit Bhasin

Director

(Non-executive)

N.A.

N.A.

2.

Mr. Anil Goyal

Director

(Non-executive)

N.A.

N.A.

3.

Mr. Jag Mohan Lal Suri

Director

(Non-executive)

N.A.

N.A.

4.

Mr. Rajesh Jain

Director

(Non-executive)

N.A.

N.A.

5.

Mrs. Asha Mehra

Director

(Non-executive)

N.A.

N.A.

6.

Mr. Luv Malhotra

Director

(Non-executive)

N.A.

N.A.

7.

Mr. Praveen Gupta

Chief Financial Officer

16%

8.

Mrs. Radhika Khurana*

Company Secretary and Compliance Officer

Nil

Note: No Director received any remuneration other than sitting fee during the financial year 2017-18

*Mrs. Radhika Khurana has been appointed as Company Secretary and Compliance Officer w.e.f. 29th May,2017.

(c) The percentage increase in the median remuneration of employees in the financial year: 7.41%

(d) The number of permanent employees on the rolls of the Company:

19 (Nineteen) employees on the Company rolls and 223 employees on the rolls of the Company’s Hotel Unit (Vivanta by Taj, Gurgaon now known as Taj City Centre, Gurugram) operated by The Indian Hotels Company Limited as on 31st March, 2018

(e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year is NIL and its comparison with the percentile increase of 16% in the managerial remuneration of KMP respectively.

(f) The key parameters for any variable component of remuneration availed by the directors :

Not Applicable

(g) It is hereby affirmed that the remuneration paid is as per the remuneration policy of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report confirming compliance(s) forms an integral part of this report.

CORPORATE GOVERNANCE REPORT

A Separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report and the Certificate from G.C. Agarwal & Associates, Chartered Accountants confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS

During the year under review, your Company had complied with all the applicable Secretarial Standards.

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the Financial Year under review were on arm’s length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The Policy on Related Party Transactions, as approved by the Board, has been uploaded on the website of the Company, www.hbestate.com having following web link, www.hbestate.com/ Investor centre/Corporate Governance.

PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY

In terms of Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors in their meeting held on 14th February, 2016 has adopted a Policy for Preservation of Documents & Archival thereof, classifying them in two categories as follows:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant transactions.

The said Policy is available on the website of the Company having following web link, www.hbestate.com/PdfFiles/PDAP.pdf

VIGIL MECHANISM - WHISTLE BLOWER POLICY

In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and pursuant to the provisions of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established. The Whistle Blower Policy duly approved by the Board of Directors has been uploaded on the website of the Company, www.hbestate.com and the web link for the same is www.hbestate.com/Investor centre/Corporate Governance.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted the Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored. The contents of Risk Management Policy have been included in Management Discussion and Analysis forming part of this report.

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

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rules 8 of the Companies (Accounts) Rules 2014 in respect of conservation of energy and technology absorption are not applicable to your Company.

During the year under review, foreign exchange earnings were Rs, 3668.28 lakhs. The foreign exchange outgo during the said period was Rs, 5.43 lakhs towards payment of Professional and Technical fees and Rs, 143.18 lakhs towards advertisement and other expenses.

DISCLOSURE AS PER THE SEXUAL PREVENTION OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected therewith incidental thereto covering all the aspects as contained under “The Sexual Harassment of Women at workspace and matters connected therewith or incidental thereto covering all aspects as contained under “The Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013”.

During the Financial Year 2017-18, no complaint was received under the policy. The women employees were made aware about the provisions of the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under and the provisions of Internal Complaint Policy of the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Code of Conduct for regulating, monitoring and reporting of trading by insiders and other connected persons, in compliance with Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct lays down guidelines and procedures to be followed and disclosures to be made while dealing with the Shares of the Company, as well as the consequences of violation. The Code of Conduct has been formulated for prevention of Insider Trading and to maintain the highest standards of dealing in Company Securities.

INTERNAL CONTROL 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.

AUDITORS (i) Statutory Auditors

Mr. G.C. Agarwal & Associates, Chartered Accountants, New Delhi (Firm Registration No: 017851N), the Statutory Auditors of the Company, hold office till the conclusion of the ensuring Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

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

(ii) Internal Auditors

M/s. Marv & Associates LLP, Chartered Accountants, New Delhi are the Internal Auditors of the Company and the reports are reviewed by the Audit Committee periodically in its meetings.

(iii) 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 2017-2018. The Report of the Secretarial Audit in Form MR-3 is annexed as “Annexure- I”.

Observation(s) 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.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility Committee pursuant to Section 135 of the Companies Act, 2013. 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 2017-2018. The CSR Policy has been uploaded on the website of the Company - www.hbestate.com, Web link- www.hbestate.com/Investorcentre/CSR and is annexed as “Annexure - II” and forms part of the Director’s Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as per section 92(3) of the Companies Act, 2013 and Rule 12 of the companies (Management and Administration) Rules, 2014, is marked as “Annexure - IV” which is annexed hereto and forms part of the Director’s Report.

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 DEVELOPERS LIMITED

Sd/-

LALIT BHASIN

Place : Gurugram (Chairman)

Date : 29.05.2018 (DIN: 00002114)


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, 2011

To the Members,

The Directors are pleased to present the 17th Annual Report together with the Audited Statements of Accounts for the accounting year ended 31st March 2011.

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 31.03.2011 31.03.2010

Profit before Depreciation & Tax 323.99 983.95

Less : Depreciation 14.29 12.10

Exceptional Item 183.65 —

Profit/(Loss) before Taxation 493.35 971.85

Provision for Taxation:

– Current Tax 105.00 165.00

Deferred Tax

– Charge/(Credit) 0.24 0.44

– Tax Adjustment for earlier year 9.39 10.70

Profit after Taxation 378.72 795.71

Add/(Less): Profit/Brought Forward 1575.60 1020.31

Transfer to General Reserve (100.00) (100.00)

Proposed Dividend (120.42) (120.42)

Distribution Tax on proposed Dividend including surcharge and education cess (19.54) (20.00)

Profit carried forward 1714.36 1575.60

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. Re. 1/- per share) for the year under review (previous year Re. 1/- per share).

PERFORMANCE REVIEW

The operational income for the year under review was Rs.317.16 Lakhs compared to Rs. 706.07 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. 388.11 (Rs. 806.41 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 AOP) formed with Parsvnath Developers Ltd. is progressing fast for completion and expected to be operational by end of the year 2011.

You directors are pleased to inform that during the year under review, the civil construction work of the 5 star 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. Most of the imported equipment has already been received at the Hotel site and under erection and installation. The Company has so far incurred a sum of Rs. 262.43 Crores on the Project activities. The hotel project work is in full swing and expected to be in operation in the financial year 2011-12.

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

DEMISE OF SHRI H.C. BHASIN, FOUNDER CHAIRMAN OF THE COMPANY

Sh. H.C. Bhasin, founder Chairman of the Company passed away on 7th December, 2010. The Board of Directors condoled the passing away of Sh. H.C. Bhasin and fondly recalled and placed on record his efforts and valuable contribution in directing the affairs of the Company and keeping the Company in a remarkable position as founder Chairman of the Company

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. 17,65,849/- on account of traveling; Rs. 1,25,43,528/- towards payment of Professional and Technical fees and Rs. 8,01,31,577/- 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 are 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 judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 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 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(S)

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. 110.00 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 is eligible and offers themselves for reappointment.

DIRECTOR'S

Mr. Davendra Ahuja was director on the Board of the Company since 2004 left for his heavenly abode on 20th August 2010. The Board placed on record its appreciations for the valuable services rendered by Mr. Ahuja during the period he was a director of the Company. There was no other change in the Board during the year under review.

Mr. J M L Suri and Mr. Rajesh Jain Director(s) being longest in the office, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

ACKNOWLEDGEMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Company's associates in the Hotel Project and 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

LALIT BHASIN Chairman

Place : Gurgaon Date : 19th May 2011


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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