Directors Report of HB Stockholdings Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 29^th Annual Report and the Audited Accounts of your Company for the financial year ended 31^st March 2016.

FINANCIAL RESULTS

The Financial performance of the Company for the year is summarized below:

(Rs. in lacs)

PARTICULARS	Year Ended 31.03.2016	Year Ended 31.03.2015
Total Revenue	384.27	813.27
Total Expenses	283.53	308.45
Profit for the Year before Tax and exceptional items	100.74	504.83
- Tax Expenses (including earlier years)	12.18	5.28
- Exceptional items	0.00	0.00
Profit After tax and Exceptional Items	88.56	499.54
Earning per Equity Shares (Before exceptional items)
- EPS Basic (Rs.)	0.37	2.10
- EPS Diluted (Rs.)	0.37	2.10
(After Exceptional Items)
- EPS Basic (Rs.)	0.37	2.10
- EPS Diluted (Rs.)	0.37	2.10

DIVIDEND

In order to conserve resources for the future, Directors’ of your company do not recommend any dividend for the year ended 31^st March 2016.

PERFORMANCE REVIEW & OUTLOOK

The global economy experienced challenging conditions in fiscal 2016, with weak growth and divergent monetary policies in advanced economies, slowdown in China and significant decline in commodity prices. The Indian economy continued to make progress during the year, with improvement in key macroeconomic parameters and focused government initiatives to drive sustainable growth. Led by the manufacturing, finance and electricity sectors, government expects GDP growth for FY 2015-2016 to be around 7.4%. While financial markets stabilized from the second half of the previous year economic sentiment continued to remain bullish, though improvements were limited in real economy

During the year under review, Income from operations wasRs.384.27 Lakhs (previous yearRs.813.27 Lakhs) comprising Dividend IncomeRs.44.03 Lakhs (previous yearRs.156.72 Lakhs), Interest on Loan / ICDRs.428.75 Lakhs (previous yearRs.175.09 Lakhs,) Securities Trading LossRs.19.10 Lakhs (previous year gain ofRs.26.56 Lakhs), Loss booked on Sale of InvestmentsRs.123.45 Lakhs (previous year Profit ofRs.107.54 Lakhs) and Provisions for diminution in the value of Investment written backRs.54.04 Lakhs (previous yearRs.347.37 Lakhs). Net Profit before Tax and exceptional items for the year wasRs.100.74 Lakhs (previous yearRs.504.83 Lakhs)

With a change of Government at the Centre, curtailing of inflation, some reduction in the interest rates, positive policy pronouncements and high expectations of fiscal consolidation coupled with demand stimulus and structural de-bottlenecking, measures to curb black money and tightening of regulatory frame work in this regard, economic growth in the current and medium term has shown improvement over the previous year. This is a positive for the Capital market. First signs of this were reflected in the upswing in the Equity indices in the previous fiscal year. Industry Trends and its future prospects have been summed up in the Management Discussion and Analysis Report which forms part of this Annual Report.

SCHEME OF ARRANGEMENT

The Board of Directors of the Company in their meeting held on 11^th February 2016 have approved a Composite Scheme of Arrangement between HB Stockholdings Limited (‘the company’), HB Portfolio Limited and HB Estate Developers Limited and their respective members and creditors under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013, subject to various Statutory approvals as may be required. The appointed date of the Scheme of Arrangement is 1st April 2015. The Company has submitted all the documents relating to the Scheme of Arrangement with BSE and NSE Stock exchange(s) for seeking their ‘No Objection’ enabling it to file the Scheme before the High Courts./ Tribunals. A Copy of draft Scheme of Arrangement with all necessary annexure is available at the website(s) of NSE and BSE and also available at Company’s web site at www.hbstockholdings.com SUBSIDIARY AND ASSOCIATES COMPANIES

In compliance with the provision of Section 129(3) of the Companies Act, 2013, the company has prepared Consolidated Financial Statement along with its wholly owned subsidiary Company. As on 31^st March 2016, the Company had one Indian Subsidiary. The Company has one associate company within the meaning of Sec 2(6) of the Companies Act, 2013. The Consolidated Financial Statement for the year 2015-16 forms a part of the Annual Report and Accounts and shall be laid before the Annual General Meeting. A Report on the performance and the financial position of the Subsidiary and Associate Companies in form AOC-1 forms part of the Consolidated Financial Statement.

The company does not have an unlisted material subsidiary as per Reg 24(1) of SEBI (Listing Obligation and Disclosure Requirements) Reg 2015 in the immediately preceding accounting year. In Compliance to Reg 16 ( c ) of the Listing Regulations, all listed companies was to formulate a policy of determining Material Subsidiary. Accordingly, a Policy for material Subsidiary was formulated by the Audit Committee and approved by the Board and the same was posted on the web site of the Company and may be accessed at the web link www.hbstockholdings.com RELATED PARTY TRANSACTIONS

All Related Party Transactions during the financial year were entered into on arm’s length basis and were in the ordinary course of business; hence the provisions of Section 188 of the Companies Act, 2013 are not attracted. No disclosure is required in this regard. Further, there are no Material Related Party Transactions made during the year under review by the Company with its Directors, Key Managerial Personnel or other designated persons and others. Policy on Related Party Transactions is uploaded on the company’s website and may be viewed at web link www.hbstockholdings.com.

Internal Control Systems and their Adequacy

The Internal Control System of the Company is commensurate with the size, scale and operations, of its business operation which covers all the locations. To maintain objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The scope and authority of the Internal Audit function has been detailed in the Audit Committee section of the Corporate Governance Report of the Company.

Internal Auditors of the Company monitors and evaluates the efficacy and adequacy of internal control systems in the company, its compliance with the operating systems, accounting procedures and policies at all locations of company’s operation. Internal Audit Report stimulates other functional departments to improve their systems and procedures to strengthen the controls. All these issues are regularly placed before the Audit Committee meeting for its deliberations and monitoring.

Risk Management

In order to achieve sustained business growth, the Company has laid a Comprehensive Risk Assessment and minimization procedure. The Company has developed a Risk Management process to ensure that all current and future risk exposures are identified, assessed, quantified, appropriately mitigated, minimized and managed, which is reviewed by the Audit Committee and approved by the Board from time to time. These procedures are reviewed to ensure management controls risks through means of a properly defined framework; best risk management policies are followed and risk minimization exercises to be attributed and some are monitored by Audit Committee of the Board.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015, Management discussion and Analysis Report, Corporate Governance Report and Certificate from the Statutory Auditor’s forms part of the Annual Report and information in respect thereof has been disclosed in the enclosed document. Your Company is committed to maintain the applicable Corporate Governance standards and is committed to ensure their due compliance or modifications, if any, that may be stipulated by SEBI and communicated from time to time through stock exchange(s) and company timely observe these for implementation.

NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations 2015, a Nomination and Remuneration Committee was reconstituted of independent directors on the Board of the Company. Nomination and Remuneration Policy of the Company forming part of the Boards Report, and enclosed at Annexure I. The detailed terms of reference of the Nomination and Remuneration Committee, number and date of the meetings held, attendance of the directors etc. are given separately in the attached Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board constituted a Corporate Social Responsibility Committee (CSR) pursuant to Section 135 of the Act and as per composition stipulated in the Corporate Governance Report forming part of the Annual Report. The Board after consultations approved the Corporate Social Responsibility Policy of the Company and disclosed its contents in the Annexure II. The details of the CSR Policy can be viewed on the website of the Company at wwwhbstockholdings.com.

Average Net profit of the Company in respect of immediately preceding three financial years was not sufficient enough as per these rules, hence, Company has not incurred any amount towards CSR activities during the financial year 2015-2016.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

A Vigil mechanism / Whistle Blower Policy was approved in compliance of Section 177 (9) of the Companies Act, 2013 read with Reg 22 of the SEBI Listing Regulations effective from 01st October, 2014. The Policy was amended effective from 1^st December 2015 enabling stakeholders, 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. During the year under review, no matter relating to Vigil Mechanism was reported. A Copy of Board approved Whistle Blower Policy is posted on the Company’s website at www.hbstockholdings.com.

AUDITORS Statutory Auditors

M/s. P. Bholusaria & Co., Chartered Accountants, New Delhi having FRN 000468N, were Statutory Auditors of the Company and they hold office till the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for reappointment. The Company has received a Letter from them to this 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 reappointment.

Internal Auditors

M/s M K Choudhary & Co. Chartered Accountants, New Delhi was appointed Internal Auditors of the Company by the Board in terms of Sec 138 of the Companies Act, 2013. Internal Audit Report are regularly placed before the Audit Committee of the Board for their review and follows up.

Secretarial Auditors

M/s A N Kukreja & Co. Company Secretaries was appointed by the Board to undertake the Secretarial Audit for the year 2015-2016, pursuant to the provisions of Section 204 of the Companies Act, 2013 and other applicable rules. The Secretarial Audit Report in MR-3 is annexed herewith and marked as Annexure III.

Observation on Auditor’s and Secretarial Auditor’s Report

There are no qualifications, observations, reservation, or adverse remarks made by the Statutory Auditor’s and Secretarial Auditor’s in their Report(s) save and except disclaimer made by them in discharge of their professional duties.

DIRECTORS & OTHER KEY MANAGERIAL PERSONNEL Appointment and Reappointment of Directors’ & KMP

Company’s Board members are eminent persons with proven competence and integrity. They have financial literacy, experience, leadership qualities and the ability of thinking strategically. Company’s Directors have a significant degree of commitment and devotion and spares their adequate time for the meetings and for other deliberations. During the year Mr. J M L Suri, Executive Director of the Company resigned at the close of business hours on 21^st May 2015 and Board accepted his resignation and placed on record the appreciation for the valuable contribution made during the tenures of his services as the Executive Director of the Company. The Board of Directors on the recommendation of Nomination and Remuneration Committee on 11^th February 2016, reappointed Mr. Vijay Sood, Managing Director for a further period of Two years on the completion of his current terms on 30th April, 2016. A Special Resolution in respect of reappointment(s) and payment of remuneration has been placed before the shareholders in the 29^th Annual General Meeting.

On the recommendation of Nomination and Remuneration Committee Mr. Jag Mohan Lal Suri, has been retained as Executive Director (Operations) w. e. f 22^nd May 2015 as a Senior Executive of the Company on the remuneration and other terms and conditions as may be applicable to him.

As per Article 89(1) and (2) of the Article of Association of the Company read with the provisions of Section 152 of the Companies Act, 2013, Mr. Anil Goyal, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Meeting of Board of Director(s)

The Board of Directors of the Company meets at regular intervals to discuss and decide on company / business policy and strategy, apart from other routine businesses. The Board meetings are normally held in Gurgaon and Notice of the meetings are given well in advance to all the directors. Agenda of the Board and Committee meetings are circulated at least a week prior to the date of the meeting including notes on the items to be discussed at the meeting(s) to enable directors of the Company to take an informed decision. Details of the Board Meeting(s) held are given in the Corporate Governance Report attached with Directors’ Report.

Annual Evaluation of the Board

An annual evaluation was carried out by the Board of its own performance, as well as of evaluation of the working of all its Committees and the individual directors including Chairman of the Board. While undertaking the evaluation, a structured questionnaire was prepared and sent to Board, Committee and individual directors. An Evaluation of Board functioning, quality, quantity and timeliness of information flow, quality and transparency of Board discussions and Board’s effectiveness in dissemination of information to the shareholders and other stakeholders was carried out based on the responses received from the Directors.

Performance of the Board and committee’s on the basis of their effectiveness in carrying out their mandated functions were reviewed based on various performance parameters. The performance parameter of the Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors.

Declaration by Independent Directors

Mr. Gulshan Rai, Mr. Harbans Lal and Mrs Asha Mehra are Independent Director(s) on the Board of the Company. Declaration Forms under Section 149(6) of the Companies Act 2013 were received from all the Independent Directors confirming that they respectively met with the criteria of Independence as prescribed both in Companies Act 2013 and in Reg 16(b) of the SEBI Listing Regulations.

Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Managerial personnel and payment of remuneration to them. The said Nomination and Remuneration Policy is stated and being a part of the Corporate Governance Report.

Remuneration of Directors, Key Managerial Personnel and Employee

Disclosure pertaining to Remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 is marked as Annexure to the Director’s Report which is annexed hereto and forms a part of the Board’s Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with sub section (5) of the Companies Act, 2013, the Directors Responsibility Statements hereby states that a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; c ) 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; d) The Directors had prepared the annual financial statements have been prepared on a going concern basis and e) The Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively. f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Information as per Section 134 (3) (m) of the Companies Act, 2013:

The particulars under Section 134 (3)(m) of the Companies Act, 2013 read with Rules 8(1) of Companies (Accounts) Rules 2014, information in respect of conservation of energy and technology absorption are not applicable to your Company.

During the year under review there was no Earnings or outgo of Foreign Exchange by the Company.

Particulars of Employees

A statement containing particulars of employees required pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 is given in an annexure and forms part of the Director’s Report and marked as Annexure IV.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is required under section 92 of the Companies Act, 2013. The extract of Annual Return in Form MGT-9 is annexed herewith as “Annexure-V “

STATUTORY STATEMENT

The Board of Directors of your Company state’s that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries.

4. No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. As per the Annual Report submitted by the Committee for Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review, there was no case filed or pending for review.

6. There was no change in the nature of business during the year under review.

7. None of the company have become or ceases to be the subsidiary, joint venture or associate of this company during the year under review.

8. No Listing Fee and other dues are pending to the Stock exchange(s) and other depositories.

ACKNOWLEDGMENT

Your Directors would like to express their appreciations for the assistance and cooperation received from banks, customers, members and other stake holders during the year under review. Your Directors also wish to acknowledge the valuable services rendered by the executive and staff of the Company at all levels.

For and on Behalf of The Board of Directors

Sd/-

Place : Gurgaon LALIT BHASIN

Dated : 28^th May, 2016 CHAIRMAN

DIN 00002114

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 28th Annual Report and the Audited Accounts of your Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS

The Financial performance of the Company for the year is summarised below:

(Rs. in lacs)

PARTICULARS Current Previous Year Ended Year Ended

Total Revenue 813.27 1469.06

Total Expenses 308.45 343.84

Profit for the Year before Tax and 504.83 1125.23 exceptional items

- Tax Expenses (including earlier years) 5.28 126.43

- Exceptional items 0.00 0.00

Profit After tax and Exceptional Items 499.54 998.80

Earning per Equity Shares (Before exceptional items)

- EPS Basic (Rs.) 2.10 4.20

- EPS Diluted (Rs.) 2.10 4.20

(After Exceptional Items)

- EPS Basic (Rs.) 2.10 4.20

- EPS Diluted (Rs.) 2.10 4.20

DIVIDEND

In order to conserve resources for the future, Directors' of your company do not recommend any dividend for the year ended 31st March 2015.

PERFORMANCE REVIEW & OUTLOOK

In the financial year 2014-2015, the Indian economy posted an improvement in its growth dynamics. Due to positive changes in sentiment associated with the political stability from May 2014, the commodity prices environment remained benign since July 2014. Building on the macroeconomic mending process, the Indian economy has made some progress in the previous year. Led by the manufacturing, finance and electricity sectors, government expects GDP growth for FY 2015-2016 to be around 7.4%. While financial markets stabilised from the second half of the previous year economic sentiment continued to remain bullish, though improvements were limited in real economy

During the year under review, Income from operation was Rs. 813.27 Lakhs (previous year Rs. 1469.06 Lakhs including other income of Rs. 14.78 lakhs). Income of the Company comprises of Dividend Income Rs. 156.72 Lakhs (previous year Rs. 116.44 Lakhs), Securities Trading gain was Rs. 26.56 Lakhs (previous year Loss of Rs. 11.48 Lakhs), Profit booked on Sale of Investments was Rs. 107.54 Lakhs (previous year Rs. 864.27 Lakhs), Provisions for diminution in the value of Investment written back Rs. 347.37 Lakhs (previous year Rs. 436.85 Lakhs). Net Profit before Tax and exceptional items for the year was Rs. 504.83 Lakhs (previous year Rs. 1125.23 Lakhs)

With a change of Government at the Centre, curtailing of inflation, some reduction in the interest rates, positive policy pronouncements and high expectations of fiscal consolidation coupled with demand stimulus and structural de-bottlenecking, measures to curb black money and tightening of regulatory frame work in this regard, economic growth in the current and medium term has shown improvement over the previous year. This is a positive for the Capital market. First signs of this were reflected in the upswing in the Equity indices in the previous fiscal year.

Industry Trends and its future prospects have been summed up in the Management Discussion and Analysis Report which forms part of this report.

Subsidiary Company

In accordance with the provision of section 129(3) of the Companies Act, 2013, the company has prepared a Consolidated Financial Statement of the Company and its wholly owned subsidiary Mount Finance Limited. The Consolidated Financial Statement for the year 2014- 15 forms a part of the Annual Report and Accounts and shall be laid before the Annual General meeting while laying it financial statement. A Report on the performance and the financial position of the Subsidiary Company in form AOC-1 forms a part of the Consolidated Financial Statement.

The company does not have a Material Subsidiary in the immediately preceding accounting year. However, as per the Clause 49 of the Listing Agreement, SEBI has made it mandatory for all listed companies to formulate a policy of determining Material Subsidiaries. Accordingly a policy was formulated by the Audit committee of the Board and the same was posted on the web site of the Company and may be accessed at the link www.hbstockholdings.com

Associate Companies

One of the associates Pisces Portfolios Pvt Ltd merged with another entity during the year under review. The merged entity does not qualify to be an Associate Company. A Report on the performance and the financial position of the Associate Company in form AOC-1 forms a part of the Consolidated Financial Statement.

Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and operations, which covers both locations of its operations. The scope and authority of the Internal Audit function has been detailed in the Audit Committee section of the Corporate Governance Report of the Company. To maintain objectivity and Independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the company, its compliance with the operating systems, accounting procedures and policies at all locations of company's operation. Internal Audit Report stimulates other functional departments to improve their systems and procedures to strengthen the controls. All these issues are placed before the Audit Committee of the Board for deliberations.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. Hence the provisions of section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in the Format AOC 2 is not required. Further, there are no material Related Party Transactions during the year under review made by the Company with Directors, Key Managerial Personnel or other designated persons and others. The policy on Related Party Transactions as approved by the Board is uploaded on the company's website and may be accessed at www.hbstockholdings.com

Risk Management

The Company has developed a Risk Management process to ensure that all current and future risk exposures are identified, assessed, quantified, appropriately mitigated, minimised and managed. In order to achieve sustained business growth, the Company has laid a Comprehensive Risk Assessment and minimization Procedure, which is reviewed by the Audit Committee and approved by the Board from time to time. These procedures are reviewed to ensure management controls risk through means of a properly defined framework best risk management policies are followed and risk minimisation exercises to be attributed and same are monitored by Audit Committee of the Board.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Managerial personnel and their remuneration. The said Remuneration Policy is stated and being a part of the Corporate Governance Report.

Corporate Governance Report

Your Company is committed to maintain the applicable Corporate Governance standards and is committed to ensure due compliance of any modifications that may be stipulated by SEBI and communicated through stock exchange(s) from time to time and observe their timely implementation. Compliances of your Company with the requirements are presented in the enclosed pages. A Corporate Governance Report forms part of the Annual Report together with the Certificate from the Statutory Auditor's in respect of compliance(s) of Clause 49 of the Listing Agreement.

Corporate Social Responsibility Committee

The Board constituted a Corporate Social Responsibility Committee (CSR) pursuant to Section 135 of the Act, as per Composition stipulated in the Corporate Governance Report forming part of the Annual Report. The Board after consultations approved the Corporate Social Responsibility Policy for the Company and disclosed its contents has been elaborated in the Corporate Governance Report. Corporate Social Responsibility Policy of the Company forming part of the Boards Report is enclosed Annexure-I. The details of the CSR Policy is also posted on the Web site of the Company and may be accessed at the link www.hbstockholdings.com

A sum of Rs. 2.45 Lakhs was to be incurred on the programme relating to Corporate Social Responsibility however no suitable / viable project of such small size cannot be ascertained hence the amount was not spent during 2014-2015. However, the Board shall endure to spend the amount in the ensuing financial year along with current year contribution.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was reconstituted by the Board in terms of Section 178 of the Companies Act, 2013 comprises of all Independent directors on the Board of the Company. Nomination and Remuneration Policy of the Company forming part of the Boards Report is enclosed Annexure-II. The detailed terms of reference of the Nomination and Remuneration Committee, number and date of the meetings held, attendance of the Directors etc. are given separately in the attached Corporate Governance Report.

Vigil Mechanism / Whistle blower Policy

In compliance of Section 177 (9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the company approved a Vigil mechanism / Whistle Blower Policy effective from 01st October, 2014, enabling stakeholders, 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. No matter relating to Vigil mechanism was reported during the year under review. The Whistle Blower Policy approved by the Board of Directors is also posted on the website and may be accessed at the link www.hbstockholdings.com

Directors

During the year under review, Mr. Pradeep Kumar Mittal- Director, resigned from the Board with effect from 1st December 2014 and Mr. J M L Suri, resigned as Executive Director of the Company at the close of business hours on 21st May 2015. Resignation(s) were accepted by the Board and placed on record its appreciation for the valuable services rendered by Mr. Pradeep Kumar Mittal and Mr. J M L Suri as the Director(s) of the Company during their respective tenures of office.

Board of Directors in terms of Sec 161 of the Companies Act, 2013 appointed Mrs. Asha Mehra a Woman Director (in the Independent category) as an Additional Director effective from 30th March 2015 and her term of office shall be upto the date of the ensuing Annual General Meeting. A Notice along with security deposit was received from a member proposing her for appointment as an Independent Director in the ensuing Annual General Meeting for a consecutive term of 5 (Five) years. As an Independent Director she shall not be liable to retire by rotation.

As per Article 89(1) and (2) of the Article of Association of the Company and the provisions of Section 152 of the Companies Act, 2013, Mr. Lalit Bhasin shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Meeting of Board of Director(s)

During the year under review, Four Board Meetings were convened and held respectively on 17th May 2014; 06th August 2014; 12th November 2014; and 11th February, 2015. The details of such meeting(s) are also given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013

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 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.

Declaration by Independent Directors

Mr. Gulshan Rai, Mr. Harbans Lal and Mrs Asha Mehra are Independent Director(s) on the Board of the company. The Company has received declarations under Section 149(6) of the Companies Act from all the Independent Director(s) of the Company confirming that they respectively met with the criteria of Independence as prescribed both in Companies Act 2013 and in Clause 49 of the Listing Agreement.

Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) and sub section (5) of the Companies Act, 2013, The Directors Responsibility Statements, it is hereby stated that a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; c ) 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; d) The Directors had prepared the annual financial statements have been prepared on a going concern basis and e) The Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively. f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. P. Bholusaria & Co., Chartered Accountants, New Delhi having FRN 000468N, the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible offers themselves for reappointment. The Company has received a Letter from them to this 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 reappointment.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, M/s A N Kukreja & Co. a Firm of Company Secretary in Practice was appointed to undertake the Secretarial Audit for 2014-2015 of the company. The Secretarial Audit Report in MR-3 is annexed herewith and marked as Annexure-III.

Observation on Auditor's and Secretarial Auditor's Report

Statutory Auditor's and Secretarial Auditor's observations, if any, in their respective report(s), have been suitably explained by way of appropriate notes to accounts and also in the Board's Report wherever it was considered necessary.

Particulars of Employees

As required pursuant to Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 in respect of employees of the Company have been forms part of the Director's Report and marked as Annexure to Directors' Report as given below.

Details relating to Remuneration of Directors, Key Managerial Personnel and Employee

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 is marked as Annexure-IV which is annexed hereto and forms a part of the Board's Report.

Statement pursuant to the Listing Agreement

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd. (NSE) and Listing fees for the current financial year have been paid in time to both the Stock Exchange(s).

Extract of Annual Return

The details forming part of the extract of the Annual Report in Form MGT-9 as required under section 92 of the Companies Act, 2013 is annexed herewith as "Annexure-V"

Information as per Section 134 (3) (m) of the Companies Act, 2013:

The particulars under Section 134 (3)(m) of the Companies Act, 2013 read with Rules 8(1) of Companies (Accounts) Rules 2014, information in respect of conservation of energy and technology absorption are not applicable to your Company.

During the year under review there have been no Earnings or outgo of Foreign Exchange.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgment

Your Directors would like to express their appreciations for the assistance and cooperation received from banks, customers, members and other stake holders during the year under review. Your Directors also wish to acknowledge the valuable services rendered by the executive and staff of the Company at all levels.

For and on Behalf of The Board of Directors

Place : Gurgaon Lalit Bhasin Dated : 21st May, 2015 Chairman DIN : 00002114

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 27th Annual Report and the Audited Accounts of your Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended is summarised below.

(Rs. in lacs)

PARTICULARS Current Previous Year Ended Year Ended

Total Revenue 1469.06 1887.52

Total Expenses 327.39 777.59

Profit for the Year before Tax and exceptional items 1141.67 1109.93

- Tax Expenses (including earlier years) 142.87 110.00

- Exceptional items 00.00 0.00

Profit After tax and Exceptional Items 998.80 999.93

Earning per Equity Shares (Before exceptional items)

- EPS Basic (Rs.) 4.20 4.20

- EPS Diluted (Rs.) 4.20 4.20

(After Exceptional Items)

- EPS Basic (Rs.) 4.20 4.20

- EPS Diluted (Rs.) 4.20 4.20

DIVIDEND

In order to conserve resources for the future, Directors'' of your company do not recommend any dividend for the year ended 31st March 2014.

PERFORMANCE REVIEW & OUTLOOK

The financial year 2013-2014 was a challenging year in many ways. Economic activity remained subdued, compounded by volatility in currency and interest rate markets in the first half of the year. Gross Domestic Products (GDP) for 2013-14 has been estimated to grow at 4.70%, the second consecutive year of sub5% growth. While financial markets stabilised in the second half of the year, economic activity continued to remain muted.

During the year under review, Income from operation was Rs.1454.28 Lakhs (previous year Rs. 1870.68 Lakhs). Income of the Company comprises of Dividend Income Rs.116.44 Lakhs (previous year Rs. 63.73 Lakhs), Securities Trading Loss was Rs. 11.48 Lakhs (previous year Rs.22.24 Lakhs), Profit booked on Sale of Investments was Rs. 864.27 Lakhs (previous year Rs.1234.49 Lakhs), Provisions for diminution in the value of Investment written back Rs.436.85 Lakhs (previous year Rs. 561.09 Lakhs). Net Profit before Tax and exceptional items for the year was Rs.1141.67 Lakhs (previous year Rs. 1109.93 Lakhs) With a change of Government at the Centre, positive policy pronouncements and high expectations of fiscal consolidation coupled with demand stimulus and structural de-bottlenecking, economic growth in the current and medium term should improve. This will be positive for the market and society as a whole. First sign of this are being reflected in the upswing in the Equity indices in the current fiscal. As mentioned in the previous year''s Directors'' Report, Securities and Exchange Board of India (SEBI) vide its Order dated 9th May 2012 restrained the Company from buying, selling or dealing in the securities market whatsoever or accessing the Securities market, directly or indirectly, for a period of two years from the dated of the Order; and the aforesaid order was stayed by the Hon''ble Securities Appellate Tribunal vide its Order dated 17th May 2012. The Appeal filed by the Company against the aforesaid SEBI Order was allowed. SEBI Order was quashed and set aside by Hon''ble Securities Appellate Tribunal vide its Order / Judgment dated 27th August 2013.

Industry Trends and its future prospects have been summed up in the Management Discussion and Analysis Report which forms part of this report.

STATUTORY STATEMENTS PUBLIC DEPOSITS:

Your Company has neither invited nor accepted any deposits from the Public / shareholders during the year under review.

INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption etc. are not applicable to the company. During the year under review there have been no Earnings or outgo of Foreign Exchange. PERSONNEL:

A list of employee(s) under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in the enclosed statement forming part of this report as Annexure.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, your Directors hereby state that in the preparation of the Annual Accounts for the year under review, the applicable Accounting Standards have been followed and no departures have been made there from. The Directors had 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 of the Company for that period. That the Directors had taken proper and sufficient care 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 frauds and other irregularities and further, that the Directors had prepared the annual accounts for the year under review on a going concern basis.

SUBSIDIARIES OF THE COMPANY

HB Prima Capital Limited ceased to be a subsidiary Company w. e. f 25th June 2013.In terms of the General Circular dated 8th February 2011, of Ministry of Corporate Affairs, under Section 212(8) of the Companies Act, 1956, a copy of the Balance Sheet, Statement of Profit and Loss, Report of Directors and Auditors'' of Company''s subsidiary namely Mount Finance Ltd. have not being attached with the Balance Sheet of the Company. However the financial data of the subsidiary have been furnished under "Summary of Financial Information of Subsidiary Company" and forms part of this Annual Report in compliance with the said circular. Annual Accounts of the subsidiary company will be made available upon request by any member of the Company and said Annual Accounts will also be kept open for inspection at the registered office of the Company and that of the subsidiary Company.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the applicable Corporate Governance standards and is committed to ensure due compliance of any modifications that may be stipulated by SEBI and communicated through stock exchange(s) from time to time and observe their timely implementation. Compliances of your Company with the requirements are presented in the enclosed pages. A Report on the Corporate Governance forms part of the Annual Report together with the Certificate from the Statutory Auditor''s in respect of compliance(s) of Clause 49 of the Listing Agreement.

STATEMENT PURSUANT TO THE LISTING AGREEMENT

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd. (NSE) Mumbai.

The Listing fees for the current financial year to both the Stock Exchange(s) have been paid in time.

AUDITORS

M/s. P. Bholusaria & Co., Chartered Accountants, New Delhi having FRN 000468N, the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible offers themselves for reappointment. The Company has received a Letter from them to this 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 reappointment.

AUDITOR''S REPORT

Auditor''s observations in their report have been suitably explained, by way of appropriate notes to accounts wherever necessary.

DIRECTORS

As per the provisions of existing Articles of Association of the Company, the period of office of all the Directors of the Company except Mr. Vijay Sood Managing Director and Mr. J M L Suri, Executive Director shall be liable to determination by retirement of Directors by rotation. As per Article 140 (e) Mr. Vijay Sood, Managing Director and Mr. J M L Suri Executive Director shall not be liable to retire by rotation as long as they hold the office of Managing Director or Whole Time Director respectively.

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. Gulshan Rai, Mr. Pradeep Kumar Mittal and Mr. Harbans Lal fulfill the criteria of Independent Director as specified in Sec 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. Gulshan Rai, Mr. Pradeep Kumar Mittal and Mr. Harbans Lal 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 17th May, 2014 discussed and agreed that the period of office of Executive Director shall be liable to determination by retirement of Directors by rotation. Accordingly, the terms of reappointment of Mr. J M L Suri, Executive Director of the Company need to be changed to make him liable to retire by rotation as per the provisions of Section 152 of the Companies Act, 2013. After the proposed variation in the terms of reappointment of Mr. J M L Suri, Executive Director of the Company, the period of office of Directors viz. Mr. Lalit Bhasin, Mr. Anil Goyal, Directors and Mr. J M L Suri, Executive Director 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. Pradeep Kumar Mittal, Independent Director of the Company were supposed to retire by rotation at the ensuing Annual General Meeting. However, as per the provisions Section 149(13) of the Companies Act, 2013, the provisions of Section 152 in respect of retirement of Directors by rotation shall not be applicable to Independent Directors. Accordingly, Mr. Pradeep Kumar Mittal, 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 recommends his re-appointment.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciations for the assistance and cooperation received from banks, customers, members and other stake holders during the year under review. Your Directors also wish to acknowledge the valuable services rendered by the executive and staff of the Company at all levels.

For and on Behalf of The Board of Directors

Place : Gurgaon Lalit Bhasin

Dated : 17th May, 2014 Chairman

DIN : 00002114

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Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 26th Annual Report and the Audited Accounts of your Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS

The Financial performance of the Company summarised for the year under review is as under:

(Amount Rs. in lacs)

Current Previous PARTICULARS Year Ended Year Ended 31.3.2013 31.3.2012

Total Revenue 1887.52 1215.01

Total Expenses 777.59 438.11

Profit for the Year before Tax and exceptional items 1109.93 776.89

- Tax Expenses 110.00 (4.78)

- Exceptional items 00.00 141.63

Profit After tax and Exceptional Items 999.93 923.30

Earning per Equity Shares (Before exceptional items)

- EPS Basic 4.20 3.29

- EPS Diluted 4.20 3.29 (After Exceptional Items)

- EPS Basic 4.20 3.88

- EPS Diluted 4.20 3.88

DIVIDEND

In view of the distributable profits available after providing for depreciation, your directors are pleased to recommend dividend @ Re.1/- per Equity Share of face value of Rs. 10/- each (i. e 10%) for the year under review.

PERFORMANCE REVIEW & OUTLOOK

The year was marked by high volatility in the stock market, and most asset classes remained subdued. Crude oil prices remained in the range of 80 to 105 US dollar and commodity prices also remained high. Even though the health of the domestic industry remained fragile during the year, an inflow of USD 22 billion into the Indian equities by overseas investors supported the market though domestic investors have been sellers. GDP growth estimates for the year have shown a decline in its trend belying hopes of recovery of the economy. The BSE Index which was 17,430 at the start of the financial year 2012-13 made a recovery to reach at 20,203 in January 2013 and finally declined at the year end to close at 18,835 on 31st March, 2013. During the year under review, inflation remained high even though the economy has slowed down with expected growth of 5.4% per annum. Volatile prices of index stocks have caused a fear in the domestic investors. High interest rates by the Reserve Bank to curtail inflation have affected Industrial growth resulting in low industrial production figures and these developments has been viewed negatively. During the year under review, Income from operation was Rs.1870.68 Lakhs (previous year Rs. 1205.48 Lakhs). Income of the Company comprises of Dividend Income Rs. 63.73 Lakhs (previous year Rs. 69.13 Lakhs) Securities Trading Loss was Rs. 22.24 Lakhs (previous year Rs. 25.66 Lakhs), Provisions for diminution in the value of Investments written back were Rs 561.09 Lakhs (previous year Rs. 1770.63 Lakhs). Net profit booked on sale of Investment was Rs. 1234.49 Lakhs (a loss of Rs. 609.81 Lakhs in the previous year). Net Profit before Tax and exceptional items for the year was Rs.1109.93 Lakhs (previous year Rs. 776.89 Lakhs) Securities and Exchange Board of India vide its Order dated 9th May 2012 restrained the Company from buying, selling or dealing in the securities market whatsoever or accessing the Securities market, directly or indirectly, for a period of two years from the date of the Order for having conducted few transactions in a listed scrip during the period August 2000 to December 2000. The Company has been advised that aforesaid order of SEBI is not legally sustainable on various grounds. The Company filed an Appeal against the aforesaid Order of SEBI with the Hon''ble Securities Appellate Tribunal (SAT). The Hon''ble SAT vide its order dated 17th May 2012 has stayed the aforesaid order of SEBI till disposal of the Appeal filed by the Company. The Management of the Company expects a favourable disposal of the Appeal. Industry Trends and its future prospects have been summed up in the Management Discussion and Analysis Report which forms part of this report.

STATUTORY STATEMENTS PUBLIC DEPOSITS:

Your Company has neither invited nor accepted any deposits from the Public / shareholders during the year under review.

INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption etc. are not applicable to the company. During the year under review there have been no Earnings or outgo of Foreign Exchange.

PERSONNEL:

A list of employee(s) under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in the enclosed statement forming part of this report as Annexure.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA), your directors hereby states that

i) in the preparation of the Annual Accounts for the year under review, the applicable

Accounting Standards have been followed and no departures have been made there from. ii) the directors had 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 of the Company for that period.

iii) that the directors had taken proper and sufficient care 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 frauds and other irregularities and further,

iv) that the directors had prepared the annual accounts for the year under review on a going concern basis.

SUBSIDIARIES OF THE COMPANY

In terms of the General Circular No. 51/12/2007-CL-III dated 8th February, 2011 of Ministry of Corporate Affairs under section 212(8) of the Companies Act, 1956, a copy of the Balance Sheet, Statement of Profit & Loss, Report of Directors'' and Auditors'' of the subsidiaries namely HB Prima Capital Ltd. and Mount Finance Ltd. have not been attached with the Balance Sheet of the Company. However the financial data of the subsidiaries have been furnished under "Summary of Financial Information of Subsidiary Companies" and forms part of this Annual Report. Annual accounts of the subsidiary companies will be available upon request by any member of the Company interested in obtaining the same. Annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary Companies.

CORPORATE GOVERNANCE REPORT

Your Company is fully compliant with the requirements of the applicable Corporate Governance Code and is committed to ensure due compliance of any modifications that may be stipulated by the stock exchange(s) from time to time and well ahead of their timely implementation. Compliances of your Company with the requirements are presented in the enclosed pages. A Corporate Governance Report in detail together with Certificate from the Statutory Auditor''s in respect of compliance(s) of Clause 49 of the Listing Agreement is enclosed herewith forming part of this report.

STATEMENT PURSUANT TO THE LISTING AGREEMENT

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd. (NSE) Mumbai.

The Listing fees for the current financial year to both the Stock Exchange(s) have been paid in time.

AUDITORS

M/s. P. Bholusaria & Co., Chartered Accountants, Delhi having FRN 0000468N, the Statutory Auditors retires at the conclusion of the ensuing Annual General Meeting and eligible offers them selves for reappointment. As per the requirements of the Listing Agreement, Statutory Auditor''s firm are holding a valid certificate issued by the ‘Peer Review Board'' of the ICAI.

AUDITOR''S REPORT

Auditor''s observations in their report have been suitably explained, by way of appropriate notes to accounts wherever necessary.

DIRECTORS

Mr. Vijay Sood, Managing Director was reappointed by the Board in their meeting held on 17th May 2013 for a further period of 3 years, on completion of his term on 30th April, 2013. The term of Mr. J M L Suri, Executive Director will end on 30th June 2013, the Board reappointed Mr. J M L Suri, Executive Director for a further period of 3 Years w.e.f 1st July 2013. Special Resolutions in respect of reappointment and payment of remuneration to these whole time directors have been included in the Notice of 26th Annual General Meeting for member''s approval. Mr. Lalit Bhasin and Mr. Gulshan Rai Directors shall retire by rotation at the conclusion of the 26th Annual General Meeting and they being eligible have offered themselves for re-appointment. Information as per clause 49 of the Listing Agreement is annexed with the Notice of the 26th Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors acknowledge the services rendered by the employees of the Company at all levels of the organisation and express their gratitude for the assistance, co-operation and support extended by various other stakeholders during all these years.

For and on Behalf of The Board

Place : Gurgaon Lalit Bhasin

Dated : 17th May, 2013 Chairman

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Mar 31, 2012

The Directors are pleased to present the 25th Annual Report and the Audited Accounts of your Company for the financial year ended 31st March 2012.

FINANCIAL RESULTS

The Financial performance of the Company summarised for the year under review is as under:

(Amount Rs. in lacs)

PARTICULARS Current Previous Year Ended Year Ended

Total Revenue 1215.01 789.85

Total Expenses 438.12 428.50

Profit for the Year before Tax and exceptional items 776.89 361.35

- Tax Expenses (4.78) 58.76

Exceptional items 141.63 0.00

Profit After tax and Exceptional Items 923.30 302.59

Earning per Equity Shares (Before exceptional items)

- EPS Basic 3.29 1.27

- EPS Diluted 3.29 1.27 (After Exceptional Items)

- EPS Basic 3.88 1.27

- EPS Diluted 3.88 1.27

PERFORMANCE REVIEW & OUTLOOK

The year was marked by high volatility in the stock market, and most asset classes remained subdued inspite of the domestic consumption theory remaining intact. Rising Crude oil and commodity prices and even higher prices of precious metals in the national and international market coupled with higher inflation through most of the year in the food sector have been a dampener for the investment climate on domestic bourses. GDP growth estimates for the year have shown a decline in its trend belying hopes of recovery of the economy. The BSE Index which was 19,420 at the start of the financial year 2011-12 made a low of 15,175 in December 2011 and finally recovered and settled at 17,404 on 31st March, 2012.

Volatile prices of index stocks have caused a fear in the minds of Fils and domestic investors that lead to outflow of funds by Fils. Hikes in the interest rates by the Reserve Bank to curtail inflation has affected Industrial growth and also been viewed negatively by the market resulting in sharp volatility in the prices of shares of even fundamentally strong companies.

During the year under review, Income from operation was Rs.1205.48 Lakhs (previous year Rs. 788.56 Lakhs). Income of the Company comprises of Dividend Income Rs. 69.13 Lakhs (previous year Rs. 290.38 Lakhs) Securities Trading Loss was Rs. 25.66 Lakhs (Loss of Rs. 44.97 Lakhs in the last year), Loss booked on Sale of Investments was Rs. 609.81 Lakhs (previous year's Profit of Rs.544.97 Lacs) Provisions for diminution in the value of Investment written back Rs. 1770.63 Lakhs (previous year Rs. 8.99 Lakhs). Net Profit before Tax and exceptional items for the year was Rs.776.89 Lakhs (previous year Rs. 361.35 Lakhs) Considering the volatility in Currency market and high cost of Crude oil in domestic and International market expectations for the current year are moderate across most sectors. With an improvement in the market sentiments, the management of your company expects to improve the financials of your company.

Securities and Exchange Board of India vide its Order dated 9th May 2012 restrained the Company from buying, selling or dealing in the securities market whatsoever or accessing the Securities market, directly or indirectly, for a period of two years from the date of the Order for having conducted few transactions in a listed scrip during the period August 2000 to December 2000. The Company has been advised that aforesaid order of SEBI is not legally sustainable on various grounds. The Company filed an Appeal against the aforesaid Order of SEBI with the Hon'ble Securities Appellate Tribunal (SAT). The Hon'ble SAT vide its order dated 17th May 2012 has stayed the aforesaid order of SEBI till disposal of the Appeal filed by the Company. The Management of the Company expects a favourable disposal of the Appeal.

Industry Trends and its future prospects have been summed up in the Management Discussion and Analysis Report which forms part of this report.

DIVIDEND

In order to conserve resources for the future and also due to accumulated and unabsorbed losses in the previous years, Director's of your company do not recommend any dividend for the year ended 31st March 2012.

STATUTORY STATEMENTS PUBLIC DEPOSITS:

Your Company has neither invited nor accepted any deposits from the Public / shareholders during the year under review.

INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption etc. are not applicable to the company.

During the year under review there have been no Earnings or outgo of Foreign Exchange.

PERSONNEL:

A list of employee(s) under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in the enclosed statement forming part of this report as Annexure to Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA), your directors hereby states that in the preparation of the Annual Accounts for the year under review, the applicable Accounting Standards have been followed and no departures have been made there from. The directors had 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 of the Company for that period. That the directors had taken proper and sufficient care 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 frauds and other irregularities and further, that the directors had prepared the annual accounts for the year under review on a going concern basis.

SUBSIDIARIES OF THE COMPANY

In terms of the General Circular No. 51/12/2007-CL-III dated 8th February, 2011 of Ministry of Corporate Affairs under section 212(8) of the Companies Act, 1956, a copy of the Balance Sheet, Profit & loss account, Report of Directors and Auditors of the subsidiaries namely HB Prima Capital Ltd. and Mount Finance Ltd. have not been attached with the Consolidated Balance Sheet of the Company. However the financial data of the subsidiaries have been furnished under "Summary of Financial Information of Subsidiary Companies" and forms part of this Annual Report. Annual accounts of the subsidiary companies will be made available upon request by any member of the Company interested in obtaining the same. Annual accounts of the subsidiary companies will also be kept for inspection by any member of the company at its registered office.

CORPORATE GOVERNANCE REPORT

Your Company is fully compliant with the requirements of the applicable Corporate Governance Code and is committed to ensure due compliance of any modifications that may be stipulated by the stock exchange(s) from time to time and well ahead of their timely implementation. Compliances of your Company with the requirements are presented in the enclosed pages. A Corporate Governance Report in detail together with Certificate from the Statutory Auditor's in respect of compliance(s) of Clause 49 of the Listing Agreement is enclosed herewith forming part of this report.

STATEMENT PURSUANT TO THE LISTING AGREEMENT

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd. (NSE) Mumbai.

The Listing fees for the Current financial year to both the Stock Exchange(s) have been paid in time.

AUDITORS

M/s. P. Bholusaria & Co., Chartered Accountants New Delhi having FRN 000468N, the Statutory Auditors retires at the conclusion of the ensuing Annual General Meeting and eligible offers them selves for reappointment. As per the requirements of the Listing Agreement, Statutory Auditor's firm are holding a valid certificate issued by the 'Peer Review Board' of the ICAI.

AUDITOR'S REPORT

Auditor's observations in their report have been suitably explained, by way of appropriate notes to accounts wherever necessary.

DIRECTORS

Mr. Anil Goyal and Mr. Pradeep Kumar Mittal Directors shall retire by rotation at the conclusion of the 25th Annual General Meeting and being eligible have offered themselves for re- appointment.

Information as per clause 49 of the Listing Agreement is annexed with the Notice of the 25th Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors acknowledge the services rendered by the employees of the Company at all levels of the organisation and express their gratitude for the assistance, co-operation and support extended by various other stakeholders during all these years.

For and on Behalf of The Board of Directors

Place : Gurgaon LALIT BHASIN

Date : 25th May, 2012 Chairman

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Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 24th Annual Report and the Audited Accounts of your

Company for the financial year ended 31st March 2011.

FINANCIAL RESULTS

The Financial performance of the Company summarised for the year under review is as under:

(Amount in Rs.) Year Ended Year Ended PARTICULARS 31.03.2011 31.03.2010

Gross Profit / (Loss) 37318536 178063634

Less :

(a) Depreciation and profit / (loss) on termination of leases 1183105 1195026

(b) Provision for Income-Tax (including deferred tax) 4200000 29000000

(c) Fringe Benefit Tax – –

Net Profit/(Loss) 31935431 147868609

Add / (Less):

(a) Income Tax for earlier year (1675757) (22660)

(b) Transfer to Statutory Reserve Fund (6051935) (29569190)

(c) Effect of earlier period on account of accounting — — Net Amount available for appropriation 24207739 118276758

Accumulated Loss Brought forward (318974941) (437251699)

Balance carried to Balance Sheet (294767202) (318974941)

PERFORMANCE REVIEW & OUTLOOK

During the year, the BSE Sensitive Index which was 17,692 at the start of the financial year, made a low of 15,960 in May 2010 and a high of 21,108 in November 2010, ended at 19,445 on 31st March, 2011. The year was marked by volatility in the stock market, and most asset classes remained subdued inspite of the domestic consumption theory remaining intact. Rising Crude and commodity prices and exceptionally high prices of precious metals in the international market coupled with double digit inflation in the food sector have been a dampener in the investment climate in the domestic bourses. Volatile prices of fundamentally strong stocks have caused a fear in the minds of domestic investors. Outflow of funds by FII has also dampened the investors confidence. Recent hike in interest rates by the Reserve banks to arrest the inflation has also been viewed negatively by the market resulting in fall in the prices of quoted shares.

During the year under review, Income of your Company aggregated Rs.789.86 Lakhs (previous year Rs. 2187.81 Lakhs). Income of the Company comprises of Dividend Rs. 290.38 Lakhs (previous year Rs. 289.15 Lakhs) Securities Trading Loss was Rs. 44.97 Lakhs (Profit of Rs. 206.57 Lakhs in the last year), Profit booked on Sale of Investments was Rs. 544.97 Lakhs (previous year Rs.421.35 Lacs) and Provisions for diminution in the value written back Rs. 0.90 Lakhs (previous year Rs. 1258.38 Lakhs). Net Profit for the year was Rs.302.60 Lakhs (previous year Rs. 1478.46 Lakhs)

With an improvement in the market sentiments, the management of your company expects to improve the financials of your company.

Industry Trends and its future prospects have been summed up in the Management Discussion and Analysis Report which forms part of this report.

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

The Directors expressed their sorrow and deep sense of loss on the passing away on 7th December, 2010, of Sh. Harish Chander Bhasin, the Founder Chairman of the Company. Poignant and heartfelt tributes were paid to the extraordinary pioneer in the field of Financial Services, whose remarkable vision and keen interest in the affairs of the Company steered it to its illustrious position in the business world.

DIVIDEND

In order to conserve resources for the future and also due to accumulated and unabsorbed Losses incurred in the previous years, Directors of your company do not recommend any dividend for the year ended 31st March 2011.

STATUTORY STATEMENTS

PUBLIC DEPOSITS:

Your Company has neither invited nor accepted any Fixed Deposits from the Public / shareholders during the year under review.

INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption etc. are not applicable to the company.

During the year under review there have been no Earnings or outgo of Foreign Exchange.

PERSONNEL:

A list of Employee(s) under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in the enclosed statement forming part of this report as Annexure .

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA), your Directors hereby state that in the preparation of the Annual Accounts for the year under review, the applicable Accounting Standards have been followed and no departures have been made therefrom. 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 of the Company for that period. That the Directors have taken proper and sufficient care 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 frauds and other irregularities and further, that the Directors have prepared the annual accounts for the year under review on a going concern basis.

SUBSIDIARIES OF THE COMPANY

In terms of the General Circular No. 51/12/2007-CL-III dated 8th February, 2011 of Ministry of Corporate Affairs under section 212(8) of the Companies Act, 1956, a copy of the Balance Sheet, profit and Loss Account, Report of Directors and Auditors of the subsidiaries namely HB Prima Capital Ltd. and Mount Finance Ltd. have not been attached with the Consolidated Balance Sheet of the Company. However the financial data of the subsidiaries have been furnished under "Summary of Financial Information of Subsidiary Companies” and forms part of this Annual Report. Annual accounts of the subsidiary companies will be made available upon request by any member of the Company interested in obtaining the same. Annual accounts of the subsidiary companies will also be kept for inspection by any member of the company at its registered office.

CORPORATE GOVERNANCE REPORT

Your Company is fully compliant with the requirements of the applicable Corporate Governance Code and is committed to ensure due compliance of any modifications stipulated by the stock exchange(s) from time to time and well ahead of their timely implementation. Compliances of your Company with the requirements are presented below. A Corporate Governance Report in detail together with Certificate from the Statutory Auditors in respect of compliance(s) of Clause 49 of the Listing Agreement is enclosed herewith forming part of this report.

STATEMENT PURSUANT TO THE LISTING AGREEMENT

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd.(BSE) and National Stock Exchange of India Ltd. (NSE) Mumbai.

The Listing fees for the current financial year to both the Stock Exchange(s) have been paid in time.

AUDITORS

M/s. P. Bholusaria & Co., Chartered Accountants, Delhi, the Statutory Auditors retire at the conclusion of the ensuing Annual General Meeting and eligible offers them selves for reappointment. As per the requirements of the Listing Agreement, Statutory Auditors firm are holding a valid certificate of Peer Review Board.

AUDITORS REPORT

Auditors observations in their report have been suitably explained, by way of appropriate notes to accounts wherever necessary.

DIRECTORS

Mr. K N Malhotra, a Director on the Board, who was associated with the Company for the last two decades, expired on 13th December 2010. The Board condoles the death of Mr. K N Malhotra and appreciates the contributions made by him in guiding the affairs of the Company during his tenure as Director of the Company.

Mr. Gulshan Rai and Mr. Harbans Lal Director(s) shall retire by rotation at the 24th Annual General Meeting and being eligible, have offered themselves for re-appointment.

Information as per Clause 49 of the Listing Agreement is annexed with the Notice of the Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors acknowledge the services rendered by the employees of the Company at all levels and express their gratitude for the assistance, co-operation and support extended by various stakeholders during all these years.

For and on Behalf of The Board of Directors

Place:Gurgaon LALIT BHASIN Date :28th May, 2011 Chairman