Directors Report of HB Leasing & Finance Co Ltd.

Mar 31, 2015

To the Members,

The Directors are pleased to present the 32nd 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 31.03.2015 31.03.2014

Total Turnover 100.67 26.87

Gross Profit/(Loss) 29.97 (29.39)

Less :

(a) Depreciation 1.67 0.72

(b) Finance Cost

(c) Provision for Income Tax- Deferred/(Credit) (0.03) (0.09)

Net Profit /(Loss) 31.68 (30.02)

Appropriations

Statutory Reserve Fund 6.33 0.00

General Reserve 0.00 0.00

Proposed Dividend 0.00 0.00

Tax on Dividend 0.00 0.00

Balance Brought Forward Accumulated Profits (2869.02) (2894.37)

DIVIDEND

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

PERFORMANCE REVIEW & OUTLOOK

During the year, the BSE sensitive Index was at 22,455 at the start of the financial year and ended at 27,597 in March 2015. The year was marked by high volatility in the stock market. As a result, the Divestment/ Investment activity of the Company was curtailed during the year and the Company posted a Gross Profit of Rs. 29.97 Lakhs as compared to Gross Loss of Rs. 29.39 Lakhs in the previous year. Net Profit after tax for the year under review was Rs. 31.68 Lakhs as compared to Gross Loss of Rs. 30.02 Lakhs in the previous year.

According to IMF world economic outlook, overall, global growth is projected to reach 3.5% and 3.8% in 2015 and 2016 respectively. GDP Growth is projected to be stronger in 2015 as compared to 2014.

The medium term to long term growth prospects look positive in view of the Government's determination to bring in reforms. For the year 2015, the economy is expected to grow at a higher rate than in 2014. The long term prospect for the economy is optimistic.

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

SHARE CAPITAL

As on March 31,2015, the Company's Issued Share Capital is 1,11,83,681 Equity Shares of Rs. 10/- each and the Subscribed Share Capital is 1,10,62,731 Equity Shares of Rs. 10 each/-. After accounting for allotment money receivable amounting to Rs. 5,86,215/- the Paid up Equity Share Capital of the Company is Rs. 11,00,41,095. During the year under review, the Company has neither issued shares with differential voting rights 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.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return under sub-section (3) of Section 92 of the Companies Act, 2013 in Form MGT-9 in annexed herewith as "Annexure A".

MEETINGS OF THE BOARD

During the year, four (4) Board Meetings were convened and held. The details of the Board Meetings are given in the 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) and sub-section (5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

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

b) they 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 of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DECALARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy of the Company, inter-alia, includes the aims and objectives, principles of remuneration, criteria for identification of Board Members and senior management.

The Criteria for identification of the Board Members including for determining qualification, positive attributes, independence etc. are given hereunder:

- The Board Member shall posses appropriate skills, qualification and experience.

- Director should posses high level of personal and professional ethics and values. He should be able to manage the interests and concerns of the Company as well as the shareholders

- Independent Director shall be a person with vast experience and expertise who fulfils the criteria of independency under Section 149 of the Companies Act, 2013 and could contribute to the growth of the Company.

- The Director must be willing to denote sufficient time and energy to carry out his duties and responsibilities effectively and properly.

The said policy forms a part of this Report as "Annexure B".

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 188 of the Companies Act, 2013 are given in the notes to the Financial Statements. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN OUTGO The particulars under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with regard to conservation of energy and technology absorption are not applicable to your Company. During the year under review, there were no earnings or outgo in foreign exchange.

RISK MANAGEMENT POLICY- DEVELOPMENT AND IMPEMENTATION

Your Company has been following the principle of risk minimization since 2006 as a significant norm in every industry which has now become mandatory under Section 134(3)(n) of the Companies Act, 2013. The Board of Directors has adopted a Risk Management Policy which emphasis on the risk assessment and minimization procedures, steps for framing, implementing and monitoring the risk management plan for the company. The contents of the policy have been included in the "Management Discussion and Analysis" forming part of this report. 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 its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a) Appointment / Re-appointment / Resignation of Directors and KMP

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Anil Goyal, Managing Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his 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 Mrs. Meenakshi Gopal as an Additional Director (Independent Non-Executive Director) of the Company w.e.f 31st March, 2015 who holds office upto the date of ensuing Annual General Meeting. The said appointment was based on the recommendation of the Nomination and Remuneration Committee subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting. Mrs. Meenakshi Gopal is eligible for re-appointment and the details of the proposal for the appointment of Mrs. Meenakshi Gopal as an Independent Director w.e.f 31st March, 2015 for a period of five consecutive years for a term upto 30th March, 2020, are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 32nd Annual General Meeting of the Company. The Company has received requisite Notice in writing from a member proposing the appointment of Mrs. Meenakshi Gopal as an Independent Non- Executive Director. The Company has also received declaration from Mrs. Meenakshi Gopal confirming that she meets the criteria of independence as prescribed 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 the appointment of Mrs. Meenakshi Gopal as Independent Non - Executive Director of the Company for a term of five (5) years and she shall not be liable to retire by rotation. Her appointment is appropriate and in the best interest of the Company.

Dr. M. P. Jain and Mr. Arvind Kohli, Directors of the Company has resigned from the Board of the Company on 5th November, 2014 and 31st March, 2015 respectively. The Board has placed on record its appreciation for the outstanding contribution made by them during their tenure of office.

Ms. Swati Vaish has been appointed as the Company Secretary and Compliance Officer, being the KMP of your Company w.e.f. 19th August. 2014

(b) Remuneration of the Directors / Key Managerial Personnel (KMP) and Particulars of Employees

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 Company has one Executive Director, Mr. Anil Goyal. No remuneration is paid to him as he holds the office of the Managing Director of HB Portfolio Limited and opts to draw his remuneration from HB Portfolio Limited. The non-executive directors are paid only sitting fees for attending meeting of the Board of Directors and the Committees constituted by the Board.

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:

(i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year &

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Sr. Name Category Ratio/Times % Increase in No. per Median of remuneration employee remuneration

1. Mr. Anil Goyal Managing Director NIL NIL (Executive)

2. Mr. Lalit Bhasin Director NIL NIL (Non-Executive)

3. Mr. L.N. Malik Director NIL NIL (Non-Executive)

4. Dr. M. P. Jain* Director NIL NIL (Non-Executive)

5. Mr. Arvind Kohli* Director NIL NIL (Non-Executive)

6. Mrs. Meenakshi Director NIL NIL Gopal (Non-Executive)

7. Ms. Swati Company Secretary NIL Vaish (w.e.f 19.08.2014)

*Dr. M. P. Jain and Mr. Arvind Kohli resigned from the Board of the Company on 05th November, 2014 and 31st March, 2015 respectively.

(iii) the number of permanent employees on the rolls of Company.

Nine (9)

(iv) the explanation on the relationship between average increase in remuneration and Company performance.

Not Applicable. There was no increase in the remuneration.

(v) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

Particulars Rs. (Lacs)

Remuneration of Key Managerial Personnel (KMP) (aggregated) 6.48

Total Revenue 100.67

Remuneration (as% of revenue) 6.44%

Profit Before Tax (PBT) 31.64

Remuneration (as% of PBT) 20.48%

(vi) variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year 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 in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year.

Particulars As at As at Variation 31st March, 31st March, 2015 2014

Closing rate of Share (BSE) (Rs.) 1.93 3.05 (36.72%)

EPS (Consolidated) (Rs.) 0.29 (0.27) 207.41%

Market Capitalization (Rs./Lacs) 213.51 337.41 (36.72%)

Price Earning ratio 6.65 11.30 (41.15%)

(vii) 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

(viii) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company.

(Rs. Lacs) Particulars Managing CFO Company Director Secretary

Remuneration NIL 5.05 1.43

Revenue 100.67 100.67 100.67

Remuneration (as % of revenue) NIL 5.02% 1.42%

Profit Before Tax (PBT) 31.64 31.64 31.64

Remuneration (as % of PBT) NIL 15.96% 4.51%

* Remuneration of Ms. Swati Vaish, Company Secretary is w.e.f. 19.08.2014.

(ix) the key parameters for any variable component of remuneration availed by the directors.

Nil

(x) 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

(xi) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from the public / shareholders pursuant to Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has adequate system of Internal Controls with reference to financial statements. The detail of the adequacy of Internal Financial Control forms a part of the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement the report on Corporate Governance along with the Certificate from the Statutory Auditors of the Company regarding compliance for the year under review is annexed hereto and forms a part of the Directors' Report STATEMENT PURSUANT TO LISTING AGREEMENT

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

AUDITORS OF THE COMPANY

a) STATUTORY AUDITORS

The Statutory Auditors, M/s. P. Bholusaria & Co., Chartered Accountants, New Delhi (FRN 000468N) retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has also received their letter stating that they are not disqualified for re-appointment and their appointment would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

b) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules related thereto, M/s. M.K. Choudhary & Co., Chartered Accountants, New Delhi acts as the Internal Auditors of the Company and their report is duly reviewed by the Audit Committee on quarterly basis.

c) 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, M/s. A. N. Kukreja & Co., Company secretary in Practice to undertake the Secretarial Audit of the company. The Report of the Secretarial Audit in Form MR-3 is enclosed as a part of this report as "Annexure C".

d) AUDITORS 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 Directors' Report wherever necessary.

AUDIT COMMITTEE

The Board has reconstituted its Audit Committee on 31st March, 2015 comprises of Mr. L. N. Malik as its Chairman, Mr. Lalit Bhasin and Mrs. Meenakshi Gopal as its members. The functions of the Audit Committee are mentioned in the Corporate Governance Report.

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 Clause 49 of the Listing Agreement, the Board of Directors in its meeting held on 14th November, 2014 has duly approved a vigil mechanism for stakeholders, Employees and Directors 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. The Whistle Blower Policy duly approved by the Board of Directors has been uploaded on the website of the Company viz. www.hbleasing.com having following web link, www.hbleasing.com/lnvestor Information/Corporate Governance.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors, on the recommendation of the Audit Committee, has formulated a Policy on Related Party Transactions which is also available on Company's website viz. www.hbleasing.com having following web link, www.hbleasing.com/Investor Information/ Corporate Governance. All Related Party Transactions are placed before the Audit Committee for review and approval. None of the Directors has any pecuniary relationships or transactions with the Company during the year under review.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. 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.

INTERNAL COMPLAINT COMMITTEE AND ITS POLICY AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Board has constituted an Internal Compliant Committee and adopted a policy on Sexual Harassmend in their meeting held on 06th August, 2014 as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under comprises of Mrs. Banmala Jha as its presiding Officer and Mrs. Madhu Suri, Mr. Anil Goyal and Ms. Swati Vaish as its members. The functions of the Committee are mentioned in the Corporate Governance Report. The Internal Complaints Committee 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 Banks, Company's Shareholders and Employees.

For and on Behalf of The Board HB LEASING AND FINANCE COMPANY LIMITED

Sd/- LALIT BHASIN Place : Gurgaon (CHAIRMAN) Date : 28.05.2015 DIN : 00002114

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Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS

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

(Rs. in Lacs)

PARTICULARS Year Ended Year Ended 31.03.2014 31.03.2013

Total Turnover 26.87 29.62

Gross Profit/(Loss) (29.39) (1585.83)

Less : (a) Depreciation 0.72 0.76

(b) Finance Cost

(c) Provision for Income Tax (0.09) (0.22)

Net Profit /(Loss) (30.02) (1586.37)

Appropriations

Statutory Reserve Fund 0.00 0.00

General Reserve 0.00 0.00

Proposed Dividend 0.00 0.00

Tax on Dividend 0.00 0.00

Balance Brought Forward 0.00 Nil

Accumulated Profits (28.94) (2864.35)

DIVIDEND

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

PERFORMANCE REVIEW & OUTLOOK

During the year, the BSE sensitive Index was at 18,835 at the start of the financial year and ended at 22,386 in March 2014. The year was marked by high volatility in the stock market. As a result, the Divestment/ Investment activity of the Company was curtailed during the year and the Company posted a Gross Loss of 29.39 Lakhs as compared to Rs. 1585.83 Lakhs in the previous year. Net Loss after tax for the year under review was 30.02 Lakhs as compared to Rs. 1586.37 Lakhs in the previous year.

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

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

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 were no earnings or outgo in foreign exchange.

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 is no such employee who were drawing/ in receipt of remuneration of prescribed amount during the period under review.

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby stated that in the preparation of the Annual Accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures. 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. 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 period under review) on a going concern basis.

CORPORATE GOVERNANCE

The report of Corporate Governance for the year under review is annexed hereto and forms a part of the Director''s Report.

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.

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.

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. L. N. Malik, Dr. M. P Jain and Mr. Arvind Kohli was 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. Lalit Bhasin, Director of the Company was supposed to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective April 1st, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a Company. Mr. L. N. Malik, Mr. Arvind Kohli and Dr. M. P. Jain fulfills 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 the appointment of Mr. L. N. Malik and Mr. Arvind Kohli as Independent Directors. The Company has also received declarations from Mr. L. N. Malik and Mr. Arvind Kohli 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 Company has not received any declaration from Dr. M. P Jain with regard to his appointment as Independent Director. No member has sent a Notice in writing to the Company proposing his appointment as Independent Director. Therefore, The Board of Directors recommends the appointment of Mr. L. N. Malik and Mr. Arvind Kohli as Independent Directors of the Company for a term of five (5) years and they shall not be liable to retire by rotation.

As per the relevant provisions of the existing Article of Association of the Company and the provisions of the section 196, 203 and other applicable provisions of Companies Act, 2013 and Rules made there under, Mr. Anil Goyal who is also the Managing Director of HB Portfolio Limited, is to be appointed as Managing Director of the Company for a period of five (5) years w.e.f. 17th May, 2014 and shall be liable to retire by rotation as per the provisions of Section 152 of the Companies Act, 2013. The Board of Directors recommends his appointment.

ACKNOWLEDGEMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Banks, Company''s Shareholders and Employees.

BY THE ORDER OF THE BOARD For HB LEASING & FINANCE CO. LTD.

Sd/- LALIT BHASIN Place : Gurgaon (CHAIRMAN) Date : 17.05.2014 DIN: 00002114

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

The summarised fnancial results for the year under review are as under:

(Rs. in Lacs) PARTICULARS Year Ended Year Ended 31.03.2013 31.03.2012

Proft/(Loss) before Depreciation & Tax (1585.38) (6.60)

Depreciation 0.76 0.76

Proft/(Loss) before Tax (1586.14) (7.36)

Provision for Income Tax

– Current 0.00 0.00

– Deferred Tax charge/ (credit) 0.22 0.18

– Tax Adjustment for earlier years 0.00 0.00

Net Proft/(Loss) (1586.36) (7.54)

Appropriation - Add/(Less)

(a) Proft/(Loss) brought forward (1277.98) (1290.65)

(b) Transfer to Statutory Reserve Fund 0.00 0.00

(c) Transfer from Investment Allowance Reserve (Utilised Account) 0.00 20.21

(d) Proft/(Loss) carried forward (2864.34) (1277.98)

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 year was marked by high volatility in the stock market. The BSE Sensitive Index which was 17,430 at the start of the fnancial year 2012-13 made a recovery to reach at 20,203 in January 2013 and fnally declined at the year end to close at 18,835 on 31st March, 2013. While the year started on a poor note, there were frequent bouts of recovery & volatility and an upward trend was seen from June 2012 till January 2013. Even though the health of the domestic industry remained fragile during the year, an infow of USD 22 billion into the Indian Equities by overseas investors supported the market. However, volatile prices of index stocks have caused a fear in the domestic investors and they were by and large sellers in every rally.

Amidst global slowdown and uncertainty, the economic activity in India remained subdued on account of halted investment demand, declining exports and weakening business and consumer confdence. The loss of growth momentum continued throughout the year 2012-13. The Gross Domestic Product (GDP) during 2012-13 slowed down from 5.5% in the frst quarter to 4.8% in fourth quarter. The infation measured by the Wholesale Price Index which remained sticky at above 7.5% through frst half of 2012-13, fell to 5.9% in March, 2013. The softening of global commodity prices and lowering of prices moderated non-food infation. However, the food infation moved into double digit.

Due to high volatile stock market conditions, the Divestment/ Investment activity of the company was curtailed during the year and the Company posted Net Loss of Rs. 1586.36 Lakhs as compared to Rs 7.54 Lakhs in previous year.

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

During the year under review your Company has not accepted any deposits from the public.

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 were no earnings or outgo in foreign exchange.

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 is no such employee who were drawing/ in receipt of remuneration of prescribed amount during the period under review.

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby stated that in the preparation of the accounts for the fnancial period under review the applicable accounting standards have been followed along with proper explanation relating to material departures. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial period and of the proft/loss of the Company, for the period under review. 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 fraud and other irregularities. Further the Directors have prepared the annual accounts (for the period under review) on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

The report of Corporate Governance for the year under review is annexed hereto and forms a part of the Director''s Report.

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.

AUDITORS'' REPORT

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

AUDITORS

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

DIRECTORS

Mr. L. N. Malik being longest in the office of director retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

ACKNOWLEDGEMENTS

Your Directors wish to thank and acknowledge the cooperation and support extended by the Banks, Company''s shareholders and Employees.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Gurgaon LALIT BHASIN

Date : 30.05.2013 CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

The summarised financial results for the year under review are as under:

(Rs. in Lacs)

PARTICULARS Year Ended Year Ended 31.03.2012 31.03.2011

Profit/(Loss) before Depreciation & Tax (6.60) 6.00

Depreciation 0.76 0.75

Profit/(Loss) before Tax (7.36) 5.25

Provision for Income Tax

– Current 0.00 2.00

– Deferred Tax charge/ (credit) 0.18 (3.15)

– Tax Adjustment for earlier years 0.00 1.40

Net Profit/(Loss) (7.54) 5.00

Appropriation - Add/(Less)

Profit/(Loss) brought forward (1290.65) (1294.65)

Transfer to Statutory Reserve Fund 0.00 1.00

Transfer from Investment Allowance Reserve (Utilised Account) 20.21 0.00

Profit/(Loss) carried forward (1277.98) (1290.65)

DIVIDEND

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

PERFORMANCE REVIEW & OUTLOOK

During the year, the BSE Sensitive Index which was 19,420 at the start of the financial year, after making a low of 15,454 in December, 2011, ended at 17,404 on 30th March, 2012. The stock market remained in low gear in 2011. As a result, the Divestment/ Investment activity of the company was curtailed during the year and the Company posted Net Loss of Rs. 7.54 Lakhs as compared to Net Profit of Rs 5.00 Lakhs in previous year.

Inflation, High Interest rates, weak rupee, foreign fund outflows, high commodity prices, euro zone debt crises and so on, weighted on the Stock Market. Indian Stock Market showed a worst performance after 2008 when U.S. financial crises stuck. Inflation clearly remained the biggest and most engraved concern for India this year. Soaring prices of food and essential commodities compelled the Reserve Bank of India to raise interest rates several times during the year. The rupee continued to fall on sustained foreign capital outflows. The weakening rupee added to the inflationary pressure which is a severe setback for corporate India as it would mean higher interest rate outflow and repayment liability on its foreign currency debt.

Internationally, the euro zone debt crises remained the biggest business story of 2011. The crises deepened as the trouble that started with Greece spread to Italy, Portugal and Spain and speculation mounted about the collapse of the euro zone. India cannot stay immune to the deteriorating situation in the euro zone.

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

During the year under review your Company has not accepted any deposits from the public.

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 were no earnings or outgo in foreign exchange.

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 is no such employee who were drawing/ in receipt of remuneration of prescribed amount during the period under review.

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby stated that in the preparation of the accounts for the financial period under review the applicable accounting standards have been followed along with proper explanation relating to material departures. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit/loss of the Company, for the period under review. 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 fraud and other irregularities. Further the Directors have prepared the annual accounts (for the period under review) on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

The report of Corporate Governance for the year under review is annexed hereto and forms a part of the Director's Report.

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.

AUDITORS' REPORT

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

AUDITORS

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

DIRECTORS

Mr. Arvind Kohli being longest in the office of director, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

ACKNOWLEDGEMENTS

Your Directors wish to thank and acknowledge the cooperation and support extended by the Banks, Company's shareholders and Employees.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Gurgaon LALIT BHASIN

Date : 28/05/2012 CHAIRMAN

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Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the 28th Annual Report of your Company together with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

The summarised financial results for the year under review are as under: (Rs. in Lakhs)

Year Ended Year Ended PARTICULARS 31.03.2011 31.03.2010

Profit/(Loss) before Depreciation & Tax 6.00 194.34

Depreciation 0.75 3.2

Profit/(Loss) before Tax 5.25 191.14

Provision for Income Tax

– Current 2.00 15.00

– Deferred Tax charge/ (credit) (3.15) 0.92

– Fringe Benefit Tax 0.00 0.00

– Tax Adjustment for earlier years 1.40 0.57

Net Profit/(Loss) 5.00 174.65

Appropriation - Add/(Less)

a) Profit/(Loss) brought forward (1294.65) (1434.37)

b) Transfer to Statutory Reserve Fund 1.00 (34.93)

c) Profit/(Loss) carried forward (1290.65) (1294.65)

DEMISE OF SHRI HARISH CHANDER 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 view of the brought forward losses, your directors regret their inability to recommend dividend for the year under review.

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 high volatility in the stock market. During the year, the Divestment/ Investment activity of the company was curtailed due to extreme volatile market conditions As a result the Company posted Net Profit of Rs.5.00 lakhs compared to Rs 174.65 lakhs in previous year.

The economic scenario at present is not very positive due to inflationary pressure. Despite the Reserve Bank's ongoing tightening policy to curb the rising inflation, the high prices of oil, food and other commodities in India has helped push inflation to almost 9%. Over the last one year, RBI has increased the repo rate (rate at which the RBI lends to banks) nine times since March 2010 to tame demand as a means of fighting inflation. The repo rate which was 4.75% in March 2010, now stands at 7.25% in May, 2011. With the declining growth in profitability of the Indian corporate sector due to tight monetary policies and turmoil in the International financial and credit market, there is a reduced risk appetite for Indian equities.

It is however believed that the Indian economy will do reasonably well with its own sturdy domestic demand inspite of all these odds over the long term.

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

During the year under review your Company has not accepted any deposits from the public.

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 were no earnings or outgo in foreign exchange.

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 is no such employee who were drawing/ in receipt of remuneration of prescribed amount during the period under review.

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby stated that in the preparation of the accounts for the financial period under review the applicable accounting standards have been followed along with proper explanation relating to material departures. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit/loss of the Company, for the period under review. 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 fraud and other irregularities. Further the Directors have prepared the annual accounts (for the period under review) on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

The report of Corporate Governance for the year under review is annexed hereto and forms a part of the Director's Report.

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.

AUDITORS' REPORT

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

AUDITORS

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

DIRECTORS

Dr. M.P Jain being longest in the office of director, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

ACKNOWLEDGEMENTS

Your Directors wish to thank and acknowledge the cooperation and support extended by the Banks, Company's shareholders and Employees.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place:Gurgaon LALIT BHASIN Date :28/05/2011 CHAIRMAN

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Seventh Annual Report of your Company together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The summarised financial results for the year under review are as under:

(Rs. in Lakhs)

Year Ended Year Ended

PARTICULARS 31.03.2010 31.03.2009

Profit/(Loss) before Depreciation & Tax 194.34 110.46

Depreciation 3.2 2.82

Profit/(Loss) before Tax 191.14 107.64

Provision for Income Tax

- Current 15.00 13.50

- Deferred Tax charge/ (credit) 0.92 0

- Fringe Benefit Tax 0.00 0.70

- Wealth Tax 0.57 (2.61)

Net Profit/(Loss) 174.65 96.05

Appropriation - Add/(Less)

a) Provision for substandard and doubtful asset written back 0.00 0.00

b) Liabilities no longer required written back 0.00 0.00

c) Profit/(Loss) after exceptional items 174.65 96.05

d) Profit/(Loss) brought forward (1434.37) (1512.08)

e) Transfer to Statutory Reserve Fund (34.93) (19.21)

f) Transitional effect on Account of Accounting Standard - 15 0.00 0.86

g) Profit/(Loss) carried forward (1294.65) (1434.38)



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 stock market index which declined by almost 40 % in the year 2008, undertook a sharp revival and increased by 77 % in 2009-2010.The BSE Sensitive Index which was 9901.99 at the start of the financial year, ended the year at 17527.77 on 31st March, 2010. During the year under review, your company posted Net Profit of Rs. 174.65 lakhs compared to Rs 96.05 lakhs in previous year.

The fiscal year 2009-10 closed on a relatively good note, amidst the pressures that emanated from the global economic crisis. Being the least hit of all economies, the Indian economy has survived the storm of global financial crisis. Supported by monetary and fiscal policies, a recovery in economic activity was visible from the second quarter of the Financial Year 2009- 2010.The GDP growth rate for the year 2009-10 was estimated to be 7.2 percent compared with the growth of 6.7 percent attained in 2008-09. The Indian rupee also exhibited strengthening trend against US dollar on the back of capital inflows.

The overall risks to the outlook however remain slated to the downside. There are also looming concerns over a second round of convulsion in the advanced economies. If this was to happen, the recovery process is bound to be impacted.

Industry trends and its future prospects are more elaborately given in the Management Discussion and Analysis which forms the part of this Report.

STATUTORY STATEMENTS

During the year under review your Company has not accepted any deposits from the public. 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 were no earnings or outgo in foreign exchange. 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 is no such employee who were drawing/ in receipt of remuneration of prescribed amount during the period under review.

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby stated that in the preparation of the accounts for the financial period under review the applicable accounting standards have been followed along with proper explanation relating to material departures. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit/loss of the Company, for the period under review. 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 fraud and other irregularities. Further the Directors have prepared the annual accounts (for the period under review) on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

Your company has committed to adopt and follow the best Corporate Governance Practices and procedures. A detailed Corporate Governance Report together with a certificate from Statutory Auditors in regard to compliance with the requirement under Clause 49 of the Listing Agreement is attached and forms a part of this report.

STATEMENT PURSUANT TO LISTING AGREEMENT

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

AUDITORS REPORT

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

AUDITORS

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

DIRECTORS

Mr. Lalit Bhasin being longest in the office of director, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

ACKNOWLEDGEMENTS

Your Directors wish to thank and acknowledge the cooperation and support extended by the Banks, Companys shareholders and Employees.



FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place:Gurgaon LALIT BHASIN

Date :27/05/2010 CHAIRMAN