Directors Report of Hemisphere Properties India Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Financial Statements of your Company for the financial year ended on March 31, 2024.

1. PERFORMANCE HIGHLIGHTS

1.1 Summary of performance

The highlights of performance of your Company for the financial year 2023-24, with comparative position of previous yearâs performance, were as under:

^ in lakhs

Financial Results	Financial Year 2023-24	Financial Year 2022-23
Revenue from operations	52.28	200.20
Other income	744.50	652.64
Total Income	796.78	852.84
Expenses	2023.78	1653.85
Net Profit/Loss (before tax) (1227.00)		(801.01)
Current Tax
Deferred Tax	(245.15)	(153.70)
Net Profit/(Loss) after tax	(981.85)	(647.31)

1.2 Financial performance & State of Affairs of the Company

This year your Company recorded net loss of ^981.85 lakhs as against the loss of ^647.31 lakhs during the previous financial year. The Company is in loss due to steady revenue generation and expenses on maintenance of land parcels. The detailed expenditures incurred during the year can be seen on the Financial statements annexed to this report.

The Company has initiated activities for generation of income from available resources. The Company has generated income of ^52.28 lakhsfrom rentals in financial

year 2023-24..The Company is working to utilise the land parcel of total 739.69 acres located in 4 states and 5 locations in India.

1.3 Business Performance

The objective of is to construct, acquire, hold, manage, develop, administer, protect, reserve and to deal in any other manner with properties, including sale and purchase thereof, whether such properties are in the nature of land or building (semi-constructed or fully constructed] or partially land and partially buildings, anywhere in India. The intent of incorporation of your Company is to transfer the surplus land of erstwhile Videsh Sanchar Nigam Limited into your Company and develop these land under the objectives set out Memorandum of Association.

Objects of our Company covers follows:

1. To construct, acquire, hold, manage, develop, administer, protect, reserve and to deal in any other manner with properties, including sale and purchase thereof, whether such properties are in the nature of land or building (semi-constructed or fully constructed] or partially land and partially buildings, any where in India and if permitted by applicable legislations, outside India as well.

2. To collect and settle revenue, rental, lease charges and such other charges as may be payable by any entity against legitimate use of such properties by persons, companies, agencies and administrations for the services provided and to utilise the same for furtherance of activities of the Company.

3. To carry out business of developing, holding, owing, leading or licensing real estate, consultancy in real estate and property of all kinds and for this purpose acquiring by purchase or through lease, license, barter, exchange, hire purchase or otherwise, land or other immovable property of any description or tenure or interest in immovable property.

4. To carry out the business of building construction and development of commercial building, industrial shed, offices, houses, buildings, apartment, structures, hotels or other allied works of every description on any land acquired howsoever by the company, whether on ownership basis or as a lessee or licensee and to deal with such construction or developed or built premises by letting out, hiring or selling the same by way of outright sale, lease, license, usufructuary mortgage or other disposal of whole or part of such construction or development or built premises.

During the period under review, the details for all land parcel are as under:

This parcel is of 524 acres and it is located on Alandi road, Dighi, Pune and falls under four Villages:

a. Dighi

b. Kalas

c. Bopkhel

d. Bhosari

The land parcel is sharing boundary with Tata communication Limited, STT Global data centres India Pvt Ltd.

The land parcel is in defined shape and also it includes two buildings Namely Opal A2 and Renaissance who were built before the Disinvestment of VSNL and vacant open.

The land is properly fenced and demarcated. As on date there are no encroachment on this land parcel. We have deployed TCL security on this land parcel to prevent encroachment. There are some litigation pertaining to this land which are still going on.

It has excellent visibility from twenty-four-meter-wide Pune-Alandi road and can be easily reachable from Pune International Airport and Pune Railway Station by BRT buses and local commutes.

The land of 524 acres of land falls under 4 villages namely Bhopkhel, Kalas, Bhosari and Dighi. The mutation in name of HPIL for Pune land parcel has been completed in Revenue Records and for Bhopkhel Village the name of HPIL is updated in Municipal Authorities and for remaining villages applications are filed with Municipal Authorities.Request for Proposal (RFP) for selection of Transaction Advisor for Pune land vide RFP dated 12.07.2023 and LoA was issued on 17.08.2023 to Jones Lang LaSalle Consultants (India) Pvt. Ltd. (JLL).For improving outreach and access demand of Pune Land a Stakeholders'' Meet, 2023 was successfully organized under the Chairpersonship of CMD (HPIL)/AS (CV, AMRUT) in Pune on 05.07.2023. An overwhelming interest of officials from Real estate Companies, Education sector and other industries were received.Demarcation of entire land of 524 acres and separate demarcation of 88 acres for Bhopkhel Village falling in 524 acres has been completed.On the basis of recommendation of Transaction Advisor and Board of HPIL, application with Municipal Authorities has been filed for change in land use from PSP to Residential for area of 88 acres (approx) in Pune falling under Bhopkhel Village. Land use of Pune Bhopkhel Village (88 acres) changed from PSP to Residential through Municipal Authorities vide order dated 19.12.2023.Further, with the approval of Board, a layout of land in Bhopkhel as per the guidelines of

Unified Development Control and Promotion Regulations for Maharashtra State-2020 (UDCPR) has been prepared by Transaction Advisor and the same has been filed with Municipal Authorities. Once approval of Municipal Authorities is received, further approval of Board will be obtained and the land parcel shall be monetized in transparent manner.

Halishahar, Kolkata Land (35.19 acres)

The land measuring 35.19 acre, located at Halisahar, North 24 Parganas, West Bengal.The Site is located very near to Bagmore which is situated at northern part of Halisahar. The land parcel is positioned in such a way that it has access of 8 - meter from Bizpur Workshop Road and connected to Kabuguru Ravindra path via narrow local road from northern side. The Site locality is predominantly consisting of residential zone, small scale timber industries, dilapidated jute mills with limited clustered commercial and mixed used activities. The Site is easily reachable by roads and has excellent connectivity via bus, train and other tertiary transportation services.

There are several water bodies present within the site. The land is free from Encroachment and proper security is deployed. There is no ongoing litigation on this land.

The land parcel falls under Commercial, water body and bank of water body land use categories.

As per due diligence conducted, Considering the upward trend for independent houses. The land Parcel is feasible to develop gated residential plots where target segment will be resident of Halisahar & Kalyani and mid segment buyers from Kolkata.The mutation of Kolkata Land parcel is completed in Revenue and Municipal Authorities. Request for Proposal (RFP) for selection of Transaction Advisor for Kolkata land vide RFP dated 26.10.2023 and Transaction Advisor was engaged on 15.02.2024.A feasibility Study by Transaction Advisor was submitted and after coordination, the land is registered in the name of HPIL. Due to lots of shrubs the detailed survey is pending. CPWD is directed to take necessary actions for clearing bushes and making road for proper inspections.

Greater Kailash (69.46 acres), Delhi

TheGreater Kailash land parcel measures 69.46 acres and is situated near the outer ring road, New Delhi. It is a vacant parcel with good connectivity, just 20 kilometres from the airport.

The site is one of the most expensive land parcels owned by the company and is designated as Public & Semi Public in the Masterplan of Delhi 2021.

Fencing has been done to demarcate the land, and a digital survey of the site has already been done.Greater Kailash Land parcel: it is informed that the demarcation of this entire land parcel has not been conducted since there is on-going litigations.

HPIL land parcel measuring 58 acres situated near the C-DOT and TCL on mandi road, Chattarpur, New Dclhi.The site is around 1 km from Chattarpur metro station and 600m away from MG road which provide excellent connectivity to all the prominent location to NCR, primarily to central Delhi, south Delhi and Gurgaon. The IG1 airport is about 15km from the site.The neighborhood of land parcel comprises of buildings of low-rise format and farmhouses. The land is under Public & Semi Public use in the Masterplan of Delhi 2021. The land is completely secure from encroachment by means of boundary wall from three side at its periphery. Land partition between TCL and HPIL is done by fixing poles at every 10m in fourth side.The Company has updated its name in the Revenue and Municipal Records in Delhi. Further, for monetization of land at Chattarpur, the Company conducted demand discovery exercise for Farmhouses land and identifying potential buyers. After receiving positive response, an application dated 28.10.2022 for changing the land use from Public Semi Public to Residential (Farmhousing) was filed with Delhi Development Authority (DDA). The required documents such as maps, surveys etc. were completed and also given to DDA for approving the application. It was further informed that it is pending as DDA Master Plan for Delhi 2041 has not been approved as yet.

The land is admeasuring to 53.04 acres and it is located at Padianallur, Chennai, Tamil Nadu.

The Site is located in northern part of the city. It is primarily accessible via 26 m wide Kolkata-Chennai National Highway that further connects to Chennai Outer Ring Road and nearest railway station is Korattur which is approx.14.5 km away and nearest metro station is Thirumangalam metro station which is located at a distance of approx. 16.5 km. The prominent areas around the site are Red hills, Puzhal, Ambattur, Madhavaram, Perungavur, Gandhi Nagar, Sholavaram, Pothur and Kesarwadi etc. The Site region enjoys good connectivity with other parts of the city via well laid road and metro network.

The land parcel is an undeveloped land falling under Mixed Residential zoning as per the Master Plan of CMA -2026. The land parcel is moderately populated with trees and plant. The site locality is easily reachable by road. The locality is predominately a residential zone with majorly with limited clustered commercial and mixed used activities. The land is properly demarcated with approximately 7 feet high boundary wall. As on date there are no encroachment on this land parcel. We have deployed security on this land parcel to prevent encroachment. Based on market assessment, the site could be used for Residential Group Housing Project with Affordable development

grade & Data centre with multiple incentives, is another typology recommended. The Company filed application of mutation with Revenue Authorities and after submission of documents and multiple visits, the stamp duty was paid. However, the Revenue Authority rejected the application of patta transfer as there is an ongoing litigation with State of Tamil Nadu over the possession of land. A review application has also been filed by the Company against the order.

Further, the stamp duty of ^7.73 crores has been paid for Chennai land parcel and the updation in Land records is pending with Competent Authority of Padianullur, Chennai.

Revenue

The Company during the year is receiving rental income from Tata Communications Limited, STT Global Data Centres, for using land in Pune for access.

Further, there are two Building located in Pune, where renovations were undertaken and one of the building was given on lease.

Valuation of land Parcels

The Company through NBCC and Transaction Advisor conducted valuation as on 31.03.2024 as under:

Is.No.	Land	Fair Valued in crores] !
1	Padianullar, Chennai	425.55
2	Halisahar, Kolkata	92.68
3	Dighi, Pune	2329.30
4	Greater Kailash, New Delhi	7300.93
5	Chattarpur, New Delhi	730.81
	Total	10,879.27

2. TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

3. DIVIDEND

Due to losses incurred by the company, the directors do not recommend any dividend payable to the shareholders for the year ended March 31, 2024.

4. CAPITAL EXPENDITURE

Capital Expenditure of ^243.25 lakhs approx, was incurred during the year mainly on maintain the land.

5. SHARE CAPITAL

The authorized share capital of the Company was ^ 100,000,000,000 (Rupees Ten Thousand Crores only] of ^ 10/- (Rupees 10]each under which 9,000,000,000 (Nine Hundred Crore] are Equity shares and 1,000,000,000 (One Hundred Crore] Preference shares as on March 31, 2024.

During the year, there is no change in paid up Share Capital of Company which is ^ 415,00,00,000 (Rupees Four Hundred and Fifteen Crores only]

The Company has 13 crore 0.01% Cumulative Redeemable Preference shares of ^ 10 each to the Promoter i.e President of India acting through Ministry of Housing & Urban affairs.

The Preference shares changed from Non-Cumulative Redeemable Preference shares to Cumulative Redeemable Preference shares with the approval of shareholders on 31.03.2024.

The Listed Equity Paid up share capital of Company is * 285,00,00,000 (Rupees Two Eighty Five Crores only] of 28,50,00,000 (Twenty Crore Fifty Lakhs only] equity shares of* 10/- (Rupees 10]

There is no other change in the authorized, issued, subscribed and paid-up equity share capital of the Company during the year. Further, the Company has not issued any shares with differential voting right/ Sweat Equity Shares during the year underreport.

6. LISTING OF SHARES AND PAYMENT OF LISTING FEE

The Company has paid annual listing fee for the financial year in respect of its equity shares listed at BSE Limited(BSE] and National Stock Exchange of India Limited (NSE].

7. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND

As equity shares of the Company were got listed in October 2020, in compliance of the provisions of Section 124 andl25 of the Companies Act, 2013, Company is not required to transfer any amount of dividend remained unpaid or unclaimed to Investor Education & Protection Fund (IEPF], as a period of 7 years has not elapsed from the date it became due for payment.Accordingly, no shares were required to be transferred to IEPF account.

However, the Company allotted shares to IEPF account as per the Scheme of Arrangement and Reconstruction.

8. CONTRIBUTION TO NATIONAL EXCHEQUER

During the financial year 2023-24, the Company contributed an amount of *33.93 lakhs to the National Exchequer, which included *21.73 lakhs towards direct taxes and *12.20 lakhs towards GST. In the previous financial year, the total contribution to the National Exchequer was *25.991akhs.

9. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 during FY 2023-24..

10. CHANGE IN NAME OF THE COMPANY

During the year under review, there was no change in the name of the Company.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, which affects the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relates and the date of the report.

Besides abovementioned points, there is no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and as on the date of this report.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During period under review, there was not any significant and material orders passed by the regulators/courts/ Tribunal.

13. DISINVESTMENT BY GOVERNMENT OF INDIA

There was not any disinvestment by the Government of India (GOI) in the company during the financial year 2023-24.President of India through Ministry of Housing & Urban Affairs is holding as on March 31, 2024 was 14,56,96,885 equity shares i.e. 51.12% of total paid up equity share capital of theCompany.

14. PRESIDENTIAL DIRECTIVE(S)

No Presidential Directives issued by Govt, were received by HPIL during the last three years.

15. SUSPENSION OF TRADING

The Equity Shares of the company are listed on NSE & BSE. The shares of the company were not suspended from trading during FY 2023-24.

16. MANAGEMENT EXPLANATION ON STATUTORY AUDITOR''S REPORT

The Statutory Auditors have audited the standalone financial statements of the Company for the financial year 2023-24 and have given their report without any qualification, reservation, adverse remark or disclaimer. However, they have drawn attention to certain matters under "Emphasis of Matters" which is reported in Auditorsâ Report and forming part of this report.

17. ANNUAL RETURN

In term of provision of Companies Act, 2013 as amended, the return is available on website of Company on https://www.hpil.co.in/annual-report/.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report (MDAR] as required under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 (âLODRâ] for the year under review, is presented in a separate section, forming part of the Annual Report as Annexure I.

19. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary/ Joint Venture/Associate Company hence details of financial performance of Subsidiary/ Joint Venture/Associate Company is not required to be attached to this report.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Details of changes in Directors & Key Managerial Personnel Appointment

During period under review, the Company as on March 31, 2024, has 7 Directors and following is the detail of the Board of Directors during the year:

S. No	Name	DIN	Appointments	Cessation
1.	Ms. D Thara	01911714	18.11.2019	-
2.	Mr. Diwakar Kumar Barnawal	08953153	12.11.2020	08.11.2024
3.	Mr. Rajeev Kumar Das	07730466	14.06.2021	-
4.	Ms. Tanvi Garg	05165139	08.11.2023	"
5.	Mr. Ravi Kumar Arora	09217881	28.06.2021	-
6.	Mr. Suvasish Das	09826037	15.12.2022	-
7.	Dr.Sunita Chandra	09415680	29.11.2021	-
8.	Mr. G R Kanakavidu	09471091	20.01.2022	-

The Strength of Board of Directors of the Company as on March 31, 2024 was 7 (Seven] Directors comprising of 5 (Executive & Non-Executive Director] and 2 Non-Executive Independent Directors.

In terms of provisions under SEBI Regulations and DPE guidelines, HPIL being a listed Company and having an executive Chairman, 50% of its Board of Directors should comprise of independent directors, however, the Company was not having requisite number of these directors during the year. The Secretarial Auditor has also given observations in this respect in their report. In this respect, as Directors on the Board are appointed by Government, HPIL had regularly requested Ministry of Housing & Urban Affairs for appointment of requisite number of independent directors/independent woman director to comply with the applicable requirements under SEBI (LODR] Regulations, DPE Guidelines and Companies Act and the same was also informed to Stock Exchanges.

The Company conducts session for the Directors to keep them abreast of the latest insights into the industry and also share the future strategy. The session was very insightful and the Board reciprocated with key insights of future goals.

None of the Company''s directors are disqualified from being appointed as a director as specified in Section 164 of the Act. For details about the directors, please refer to the Corporate Governance Report.

ii. Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the financial year 2023-24 are:

â¢ Ms. D Thara, Chairperson & Managing Director

â¢ Mr. BhaveshSingla Chief Financial Officer

â¢ Ms Lubna Company Secretary

iii Independent Directors

The Ministry of Housing & Urban Affairs vide its order dated 29.11.2021 & 20.01.2022 appointed Dr.Sunita Chandra (DIN 09415680 ] & Shri G R Kanakavidu (DIN : 09471091] as Independent Director on the Board of Company.

iv. Retirement of Directors by Rotation:

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation will not be applicable to Independent Directors and as per Articles of Association of Company, the Chairman also not liable to retire by rotation, in view of this, Independent Director & CMD is not considered to be retiring by rotation but all other directors will be retiring by rotation. Accordingly, one third among all other directors are liable to retire by rotation and being eligible, offer themselves for reappointment .Mr. Suvasish Das, Directorshall be eligible to retire by rotation and offers to re-appoint.

v. Appointment of Director

In accordance with applicable statutory provisions and Articles of Association of the Company, Ms. Tanvi Garg , IAS having been appointed as additional director shall hold directorship upto the 20th Annual General Meeting of the Company and are eligible for appointment as Director at the Meeting.

vi. Cessation of Director

Mr. Diwakar Kumar Barnwal who was appointed as director in Company was ceased to be Director through the order of Ministry of Housing & Urban Affairs.

The Board of Directors appreciated for the valuable services rendered as well as advice and guidance provided by Mr. Diwakar Kumar Barnwal during their tenure on the HPIL Board.

In compliance with Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed for appointment/reappointment containing nature of their expertise in specific functional areas and names of companies in which theperson holds directorship along with the membership of the Committees of the Board are given in the explanatory statement/ annexure to the Notice.

21. AUDIT COMMITTEE

The Company has in place a Board Level Audit Committee in terms of the requirements of the Companies Act, 2013 read with rules made thereunder and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the details in respect of which are given in the Corporate Governance Report. All the issues are fairly and transparently deliberated in the meetings which are held at regular intervals. The views and suggestions of the Board Level Audit Committee members are taken into account and imbibed into the Company''s processes. Further, there has been no instance where the Board of Directors have not accepted the recommendation of the Board Level Audit Committee.

22. DECLARATION BY INDEPENDENT DIRECTORS AND MEETING OF INDEPENDENT DIRECTORS

Declaration under Section 149(6) of the Companies Act, 2013 pertaining to criteria of independence has been given by the Independent Directors to the Board of Directors. In the opinion of the Board, the Independent Directors possess integrity and necessary expertise & experience.

All Independent Directors of your Company have confirmed that they meet the criteria of Independence as prescribed under both the Companies Act, 2013 and the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the "Code of Business Conduct and Ethics for Board Members and Senior Management" of the Company. A Separate Meeting of Independent Directors in accordance with the provisions of the Companies Act, 2013 was held on 29 May, 2023 and all the Independent Directors were present.

23. RETIRING DIRECTOR(S) AND SEEKING APPOINTMENT REAPPOINTMENT AT THE AGM

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Suvasish Das, Director shall retire by rotation at the ensuing 20^th AGM of the Company and being eligible, offers himself for re-appointment. Brief resume and other particulars of Mr. Suvasish Das, Director is annexed tothe Notice of AGM forming part of this Annual Report.

24. BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT.

The Listing Regulations mandates the inclusion of the Business Responsibilityand Sustainability Report part of the Annual Report for the top 1000 listed entities based on market capitalization. A detailed report of BRSL is annexed forming part of this Annual Report as Annexure II.

25. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Meetings of the Board were held 4 (four] times during the financial year 2023-24 For further details of the number and dates of meetings of the Board thereof held during the financial year under review indicating the number of meetings attended by each Director, please refer to the Report on Corporate Governance as which forms part of this Report.

26. EVALUATION OF BOARD OF DIRECTORS/INDEPENDENTDIRECTORS

As per Section 134 [3] [p] of the Companies Act 2013, the Boardâs Report of a Listed Company shall include a statement indicating the manner of formal annual evaluation of Board, individual directors etc. A statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and individual Directors has been made and the criteria for performance evaluation of its Independent Directors, as laid down by the Nomination and Remuneration Committee.

However, the Ministry of Corporate Affairs vide its notification dated June 5, 2015 has, inter alia, exempted Government companies from the above requirement, in case the Directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the company, as per its own evaluation methodology. Further, MCA vide notification dated July 5, 2017, also prescribed that the provisions relating to review of performance of Independent Directors and evaluation mechanism prescribed in Schedule IV of the Companies Act, 2013, is not applicable to Government companies.

Accordingly, Further, in line with above exemptions, Sub-Sections (2J, (3] & (4] of Sec. 178 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies, the Company is inter-alia exempted in terms of the above notifications, as the evaluation of performance of all members of the Board of the Company is being done by the Administrative Ministry.

27. COMMITTEES OF THE BOARD

During the period under review, the Company has following Committee(s) of the Board of Directors, which were reconstituted from time to time to comply with the applicable provisions:

i. Audit Committee

ii. Nomination & Remuneration Committee.

iii. Stakeholder & Relationship Committee.

iv. Risk Management Committee

The Details of Committee, the Constitution and composition of Committees applicable as per Companies Act, 2013 and SEBI (LODR) 2015.Please refer to the Report on Corporate Governance which forms part of this Report.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a "Whistle Blower Policyâ, in compliance of the provisions of the Companies Act, 2013, SEBI LODR Regulations and DPE Guidelines on Corporate Governance. The Whistle Blower Policy enables and ensures transparency in functioning of Company and it enables the employee to bring notice of such incidents and activities those are the violation of any policies of Company. It also provides safety for the protection to the complainant from victimization for whistling any violations and malpractices in the Company. This vigil mechanism enables the employees and Directors of Company to raise the concern where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The policy on Whistle Blower Policy can be accessed at website of the Company on www.hpil.co.in.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR) & SUSTAINABLE DEVELOPMENT

The provisions of Companies Act, 2013 for Corporate Social Responsibility are not applicable on the Company and accordingly policies and initiatives are not applicable.

30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate Internal Financial Controls (IFC) system for ensuring, the orderly and efficient conduct of its business, adherence with the laid down policies .procedures, safeguard of assets of the Company, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information commensurate with the operations of the Company.

Your Company is committed to ensure that its operations are carried out within a well-defined internal control framework, good governance, robust systems and processes, a vigilant finance function and an independent Internal Audit function are the foundations of the internal control systems.

The Company has in place adequate internal financial control with reference to financial statements.The Internal Financial Controls of the Company were reviewed by Internal Auditors appointed. According to them, the Company has, in all material respects, laid down internal financial controls (including operational controls) and that such controls are adequate and operating effectively during the year ended 31^st March, 2024.The Company has also approved Internal Financial Control Policy in board meeting held on 28.05.2024.

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

During period under review, there are no significant particulars, relating to conservation of energy and technology absorption as your Company does not own any manufacturing unit/ facility, however energy conscious organization, has taken various initiatives in the direction of energy conservation on a continuous basis. Further, the Company has neither absorbed any technology indigenous/ imported, during the year, nor imported any technology during the last three years.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts)Rules, 2014, is given in Annexure -IV to this report.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investment, given guarantee and securities during the year under review. Therefore, the relevant section 186 of Companies Act, 2013 is not applicable during period under review.

33. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company have entered with the related party on arm length basis and in ordinary course of business. The details of which are mentioned in the financial statement of the Company forming part of this report.

The policy on materiality of related party transactions is available on the Company''s website, at the www.hpil.co.in.

All related party transactions that were entered into during the financial year ended 31st March, 2024 were on an armâs length basis and in the ordinary course of business. The Company obtained approval of shareholders on all the material related party transactions in accordance to SEBI Listing Regulations, 2015, Companies Act, 2013 and rules made thereunder to the extent applicable. The disclosure of transactions with related party for the year, as per IND Accounting Standard-24 Related Party Disclosures is mentioned in notes of Financial Statements as on 31st March, 2024. The particulars of Related Party Transactions required to be disclosed in Form AOC-2 for the financial year 2023-24 is annexed to this Report.

34. RISK MANAGEMENT

In compliance of SEBI Regulations, 2015 &amendments thereof and DPE guidelines on Corporate Governance for CPSEs, BHEL has in place a Board approved Risk Management Policy, laying down procedures to inform Board members about the risk assessment, minimization and mitigation. An important purpose of the Policy is to implement a structured and comprehensive risk management system across the company which ensures that the risks are being properly identified and effectively managed. The risk management process includes risk identification, risk assessment, risk evaluation, risk mitigationand regular review & monitoring.

The Company identified that it is exposed to various unseen risks and uncertainties which are built-in for Realty Estate Companies. The Company has risk management committee to identify the external and internal risks which may impact the day to day and future objectives of Company.

Risk management forms an integral part of the business planning and review cycle. The Companyâs risk management initiatives are designed to overview the main risks known to your Company, which could hinder it in achieving its strategic and financial business objectives. The objectives are met by integrating management control into the daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Companyâs financial reporting and its related disclosures like businesses, objectives, revenues, income, assets, liquidity or capital resources. The risk factors are specified in Management Discussion and Analysis Report annexed with the Annual report.

35. DIRECTORSâ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge confirm that:-

i] in the preparation of the annual accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed and no material departures have been made from the same;

ii) such accounting policies have been selected and applied consistently (except for the adoption of newly effective Indian Accounting Standards as disclosed in the Notes to Accounts to the Financial Statements) and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of aairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

iv] the annual accounts have been prepared on a going concern basis;

v] internal financial controls have been laid to be followed by the Company and such internal financial controls were adequate and operating effectively;

vi] the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (Listing Obligations& Disclosure Requirements] Regulations, 2015, a report on Corporate Governance (including Board &Committee Meetings details] is given at Annexure-III to the Board Report together with the following,

a] Certificate of Non-Disqualification of Directors under Schedule V of the SEBI Listing Regulations.

b] Auditors certificate on Corporate Governance under SEBI Listing Regulations & Department of Public Enterprises (DPE] guidelines on Corporate Governance.

c] Secretarial Audit Report under Section 204 (1] of the Companies Act, 2013

The Company has taken several initiatives towards Corporate Governance & its practices are appreciated by various stakeholders and believes in the principle that Corporate Governance establishes a positive organizational culture and it is evident by responsibility, accountability, consistency, fairness and transparency towards its stakeholders. As required under SEBI Listing Regulations and DPE guidelines on Corporate Governance, a separate report on Corporate Governance practices followed by the Company forms part of this Report at Annexure-III.

A Practicing Company Secretary has examined and certified your Company''s compliance with respect to conditions enumerated in SEBI (LODR] Regulations and DPE guidelines on Corporate Governance. The certificate required in DPE guidelines and SEBI (LODR] Regulations forms part of this Report.

As a responsible corporate citizen and to reduce carbon foot print, your Company has actively supported the implementation of âGreen Initiativeâ. Electronic delivery of notice of

Postal Ballot, notice of Annual General Meeting (AGM) and Annual Report along with other communications is being done to those shareholders whose email ids are already registered with the respective.

Unless otherwise desired by the shareholders, the Company sends all documents to the shareholders viz. Notice, Audited Financial Statements, Directors'' and Auditorsâ Report, etc. in electronic form to their registered e-mail addresses. In respect of financial year 2023-24, in terms of exemption granted by MCA circulars, Annual Reports are being circulated among the members whose email IDs are available with the Company through electronic mode. Accordingly, no physical copies of the Annual Reports are being circulated among the members of the Company.

37. AUDITORS

i. Statutory Auditors

The Comptroller and Auditor General of India under Companies Act 2013, appointed 2023-24, M/s Dhruv Aggarwal& Co LLP (FRN N500365/ 005469N) .Statutory Auditors of your Company for the financial year 2023-24 by the Comptroller & Auditor General (C&AG) of India. The Statutory Auditors have audited the Financial Statements of the Company for the financial year ended March 31, 2024.

Approval of the Members of the Company will be obtained in ensuing Annual General Meeting, to authorize the Board of Directors of the Company, to fix the remuneration of Statutory Auditors for the financial year 2024-25, as may be appointed by C&AG.

The notes on the financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

ii. Reporting of frauds by Auditors

During the year under review, no fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Amendment Rules, 2015

iii. Cost Auditors

The Cost audit of the Company has not been conducted for the financial year 2023-24 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

iv. Secretarial Auditors

to undertake the Secretarial Audit of the Company. The Secretarial Audit Report from the auditor is annexed as to this report.

38. MANAGEMENT''S COMMENTS ON THE AUDITORS'' REPORT

The management''s reply to the observations of the Secretarial Auditors is as under:

Observation of Secretarial Auditors		Management''s Reply
1.	Half of the board of directors of	HPIL is a Government Company and the
	the company was not	power to appoint Directors on the Board
	independent as required under	of the Company vests with the President
	Regulation 17(1) of SEBI (LODR)	of India, acting through the
	Regulations, 2015 and para 3.1.4	Administrative Ministry, i.e., the Ministry
	of DPE Guidelines on	of Housing & Urban Affairs, Government
	Corporate Governance with	of India. The Company has no role in the
	regard to Composition of the	appointment of Directors on its Board.
	Board of Directors.	The Company has been requesting & following up with the Ministry of
2.	The company has not taken D&O	Housing & Urban Affairs, Government of
	insurance for the Independent	India, for appointment of requisite
	Directors appointed on theBoard	number of Independent Director on its
	of the Company as required	Board.
	under Regulation 25(10) of SEBI	Accordingly as on March 31, 2024,
	(LODR) Regulations, 2015.	the composition of Board which require presence of at least half of the strength of Independent Directors, was not in conformity with the applicable statutory provisions. The Company will be in due compliance with the applicable provisions of SEBI (LODR) 2015, on appointment of 3 Independent Directors on the Board of Company. The Company is considering to comply with the Regulation 25 (10) of SEBI Listing Regulations, 2015 and it is assured that the same shall be adhered.

39. COMMENTS OF COMPTROLLER AND AUDITOR GENERAL OF INDIA (CAG)

The Comptroller & Auditor General (C&AG] of India, vide letter(s) dated August 07, 2024 have given âNILâ comments on the Audited Financial Statements of the Company for the financial year ended March 31, 2024 under Section 143(6](a] of the Companies Act, 2013. The comments of C&AG for the financial year 2023-24 have been placed along with the report of Statutory Auditors of the Company in this Annual Report

40. CODE OF BUSINESS CONDUCT&DECLARATION BY THE CHAIRPERSON & MANAGING DIRECTOR (CMD)

To comply with the requirements of Regulation 17 [5) of the Listing Regulation, the Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel ("the Code"].All Board members and senior management personnel have confirmed compliance with the Code for the year 2023-24.

The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Company''s website on www.hpil.co.in. A declaration by CMD on compliance of the "Code of Business Conduct and Ethics for Board Members and Senior Management" for the year 2023-24 is placed as Annexure to Corporate Governance Report.

41. CEO/CFO CERTIFICATION

As required by Regulation 17 (8] of the SEBI (LODR) Regulations, 2015, the Compliance Certificate as specified in Part B of Schedule II of the said Regulation duly signed by Mr. Bhavesh Singla, CFO was placed before the Board of Directors. The same is enclosed as Annexure of Corporate Governance Report.

42. GREEN DRIVE

The Companies Act, 2013 permits companies to senddocuments like Notice of Annual General Meeting, AnnualReport etc. through electronic means to its members at their registered email addresses. As a responsible corporate citizen, the Company has actively supported the implementation of ''Green Initiative'' of the Ministry of Corporate Affairs (MCA] and effected electronic delivery of Notices and Annual Reports to shareholders, whose email ids are registered.

Further, pursuant to Section 108 of the Companies Act,2013 read with Rule 20 of the Companies (Management and Administration] Rules, 2014, the Company is providingvoting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM]. The Company will also be conducting the AGM this year through videoconferencing / other audio-visual means. Members can refer to the detailed instructions for e-voting and electronic participation in the AGM, as provided in the Notice of AGM.Members, who have not registered their e-mail addresses so far, are requested to register their e-mail addresses with the Registrar and Share Transfer Agent (R&TA] of the Company ortheir respective Depository Participant (DP] and take part inthe green initiative of Company.

43. PREVENTION, PROHIBITION AND REDRESSAL AGAINST HARASSMENT OF WOMEN EMPLOYMENT

In line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 (PoSH Act), The Sexual Harassment of Women at Workplace (Prevention) Act of 2013 requires workplaces with more than 10 employees to establish an Internal Complaints Committee (ICC) to investigate complaints of sexual harassment.

However, the Company would take every complaint seriously and there are no complaints on sexual harassment at workplace received during the period under review.

44. RIGHT TO INFORMATION

Right to Information (RTI) Act, 2005 has empowered the Indian citizen to access information from public authorities, resulting in transparency and accountability to the working of the authorities. Your Company has appropriate mechanism to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005.

The status of RTI received durine the vear is as follows:

RTI

Rejected

Information

Returned

Pending

Application

Received

Provided

Applicant

Pending

Applications

45. HUMAN RESOURCE

As on date the Company has 5 (five) full time employee engaged on contractual basis. Further the Company being a Central Government Public Sector Undertaking needs to observe/ have Reservation policy for engagement or appointment of employees in the Company. However, the Company as on date does not have any permanent employees and in future the reservation policy for various categories such as SC/ST/OBC/ PwDs/ Ex-servicemen shall be duly followed.

46. OTHER DISCLOSURES

i. There was no change in the nature of business of the Company during the financial year 2023-24.

ii. Information on composition, terms of reference and number of meetings of the Board and its Committees held during the year, establishment of Vigil Mechanism/Whistle Blower Policy and web-links for familiarization programmes of Directors, Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, Policy for determining Material Subsidiaries,

compensation to Key Managerial Personnel, sitting fees to Directors etc. have been provided in the ''Report on Corporate Governance'', prepared in compliance with the provisions of SEB1 (Listing Obligations & Disclosure Requirements]Regulations, 2015 and DPE Guidelines on Corporate Governance, 2010, as amended from time to time, which forms part of this Annual Report.

iii. The Company has not bought back any of its securities during the year under review.

iv. The Company has not issued any sweat equity shares during the year under review.

v. No bonus shares were issued during the year under review.

vi. The Company has not provided any stock option scheme to the employees.

vii. Insolvency And Bankruptcy Code, 2016: No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable

viii. Compliance with Secretarial Standards: The Company adhered to the provisions of applicable Secretarial Standards I & II during the financial year 2023-24

ix. The provisions of Section 197 of the Companies Act,2013 and Rules made thereunder relating to managerial remuneration are not applicable to Government companies, therefore no disclosure is required to be made.

x. During the year under review, the statutory auditors/secretarial auditors have not reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees.

xi. The Independent Directors of the Company are nominated/appointed by the

President of India acting through the Administrative Ministry. Accordingly, the appointing authority considers the integrity, expertise and experience of the individual to be nominated/appointed. In the opinion of the Board, the Independent Directors appointed during the year, are persons of integrity and possess the relevant expertise, proficiency and experience to contribute effectively to the Company. Further, during the year, all the Independent Directors have met the requirements specified under Section 149(6] of the Companies Act, 2013 and

necessary declaration from each Independent Director was also received as required.

xiii. Statutory and Other Information Requirements:

Information required to be furnished as per the Companies Act, 2013, SEBI (Listing Obligations &Disclosure Requirements] Regulations, 2015 and other applicable statutory provisions is annexed to this report.

47. ANNEXURES TO BOARD''S REPORT

In terms of the provisions of SEBI (Listing Obligations & Disclosure requirements] Regulations, 2015 and other applicable statutory provisions, separate sections containing Management Discussion & Analysis Report, Report on Corporate Governance, Business Responsibility &Sustainability Report, are enclosed to this Board''s Report. Various statutory reports, information, certificates etc., in terms of the Companies Act, 2013, SEBI

(Listing Obligations &Disclosure Requirements] Regulations, 2015, DPE Guide lineson Corporate Governance for CPSEs, 2010 and other applicable statutory provisions, are enclosed to the Board''s Report

48. ACKNOWLEDGEMENT

The Board of Directors sincerely express their appreciation to the Ministry of Housing &

Urban Affairs, Ministry of Finance, Ministry of Corporate Affairs, Department of Investmentand Public Asset Management, Department of Public Enterprises, Reserve Bank of India, Securities &Exchange Board of India, National Stock Exchange of India Limited,BSE Limited, National Securities Depository Limited, Central Depository Services (India) Limited and the Comptroller& Auditor General of India for their invaluable guidance and support.

The Board of Directors extend their heartfelt thanks to all shareholders, investors, lenders and bondholders for their unwavering confidence in the Company. The Board of Directors also acknowledge and appreciate the trust placed in the Company by everyone.

The Board of Directors are appreciative of the dedication and support provided by the employees. Statutory Auditors, Secretarial Auditors and other professionals associated with the Company.

For and on behalf of the Board of Directors of Hemisphere Properties India Limited

Sd/-

D Thara

Place: New Delhi Chairperson & Managing Director

Date: 13.08.2024 (DIN: 01911714)

Mar 31, 2023

The Directors have pleasure in presenting the 19 ^th Annual Report together with the Audited Financial Statements of your Company for the financial year ended on March 31, 2023.

1. PERFORMANCE HIGHLIGHTS1.1 Summary of performance

The highlights of performance of your Company for the financial year 2022-23, with comparative position of previous yearâs performance, were as under:

Rs. in Lakhs
Financial Results	Financial Year 2022-23 Financial Year 2021-22
	( ?)	( ?)
Revenue from operations	200.20	-
Other income	652.64	315.98
Total Income	852.84	315.98
Expenses	1653.85	2179.84
Net Profit/Loss (before tax) (801.01)		(1863.86)
Current Tax	-	-
Deferred Tax	(153.70)	(377.81)
Net Profit/(Loss) after tax	(647.31)	-(1486.05)

1.2 Financial performance & State of Affairs of the Company

This year your Company recorded net loss of ^647.31 lakhs as against the loss of ? 1486.05 lakhs during the previous financial year. The Company is in loss due to steady revenue generation in the Company. The detailed expenditures incurred during the year can be seen on the Financial statements annexed to this report.

The Company has initiated generation of activities for generation of income from available resources. The Company has generated income from rentals in financial year 2022-23 is ? 200.20 lakhs.

The Company has initiated the activities for Pune Land parcel and approval with several Competent Authorities is pending for Chattarpur land. The Company is working to utilise the land parcel of total 739.69 acres located in 4 states and 5 locations in India.

1.3 Business Performance

The objective of is to construct, acquire, hold, manage, develop, administer, protect, reserve and to deal in any other manner with properties, including sale and purchase thereof, whether such properties are in the nature of land or building (semi-constructed or fully constructed) or partially land and partially buildings, anywhere in India. The intent of incorporation of your Company is to transfer the surplus land of erstwhile Videsh Sanchar Nigam Limited into your Company and develop these land under the objectives set out Memorandum of Association.

Objects of our Company covers follows:

1. To construct, acquire, hold, manage, develop, administer, protect, reserve and to deal in any other manner with properties, including sale and purchase thereof, whether such properties are in the nature of land or building (semi-constructed or fully constructed) or partially land and partially buildings, any where in India and if permitted by applicable legislations, outside India as well.

The Company in pursuant to the order passed by National Company Law Tribunal and Ministry of Corporate Affairs in August, 2019 transferred with the 739.69 acres of land located in Delhi, Pune, Chennai and Kolkata. The Company on the recommendations in Due Diligence report further advertised to ascertain the market demand of farmhouses in Chattarpur land parcel of 58 acres the application for approval of change in permissible land use pending with the Competent Authority. During the period under review, the company has updated its land records for Chattarpur land parcel with Municipal Corporation of Delhi.

Further to generate revenue, the Company empanelled Real Estate Companies for providing Transaction Advisory Services to Company. The Company is floating Request for Proposal for engaging Transaction advisor in Pune Land parcel.

HPIL during the year is receiving rental income from Tata Communications Limited, STT Global, Data Centre for using land in Pune for access.

The Company during the period under review completed the mutation for Pune Land Records and Chennai Land parcel. The stamp duty of ? 7.73 crores has been paid for Chennai land parcel and the updation in Land records is pending with Competent Authority of Padianullur, Chennai.

The application for Kolkata mutation has been filed and is with concerned Block Land Records Office.

The Company in May, 2022 conducted the valuation of land parcels of Company through Insolvency and Bankruptcy Board of India, Registered Valuers. It is informed that the rate is as per the fair market value based on various approved valuation approaches. The valuation is as under:

S.No.	Land	Fair Value(? in crores)
1	Padianullar, Chennai	417.16
2	Halisahar, Kolkata	90.25
3	Dighi, Pune	2,263.99
4	Greater Kailash, New Delhi	7,101.94
5	Chattarpur, New Delhi	728.63
	Total	10,601.97

2. TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

3. DIVIDEND

Due to losses incurred by the company, the directors do not recommend any dividend payable to the shareholders for the year ended March 31, 2023.

4. CAPITAL EXPENDITURE

Capital Expenditure of ? 68.51 lakhs approx. was incurred during the year mainly on maintain the land.

5. SHARE CAPITAL

The authorized share capital of the Company was ? 100,000,000,000 (Rupees Ten Thousand Crores only) of ? 10/- (Rupees 10)each under which 9,000,000,000 (Nine Hundred Crore) are Equity shares and 1,000,000,000 (One Hundred Crore) Preference shares as on March 31, 2023.

During the year, there is no change in paid up Share Capital of Company which is ? 415,00,00,000 (Rupees Four Hundred and Fifteen Crores only)

The Company has 13 crore 0.01% Non-Cumulative Redeemable Preference shares of ? 10 each to the Promoter i.e President of India acting through Ministry of Housing & Urban affairs in Board meeting held on 17.05.2021 and 12.11.2021.

The Listed Equity Paid up share capital of Company is ? 285,00,00,000 (Rupees Two Eighty Five Crores only) of 28,50,00,000 (Twenty Crore Fifty Lakhs only) equity shares of ? 10/- (Rupees 10)

6. LISTING OF SHARES AND PAYMENT OF LISTING FEE

The Company has paid annual listing fee for the financial year 2023-24 in respect of its equity shares listed at BSE Limited(BSE) and National Stock Exchange of India Limited (NSE).

7. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND

As equity shares of the Company were got listed in October 2020, in compliance of the provisions of Section 124 and125 of the Companies Act, 2013, Company is not required to transfer any amount of dividend remained unpaid or unclaimed to Investor Education & Protection Fund (IEPF), as a period of 7 years has not elapsed from the date it became due for payment. Accordingly, no shares were required to be transferred to IEPF account.

However, the Company allotted shares to IEPF account as per the Scheme of Arrangement and Reconstruction.

8. CONTRIBUTION TO NATIONAL EXCHEQUER

During the financial year 2022-23, the Company contributed an amount of ? 25.99 lakhs to the National Exchequer, which included ? 17.60 lakhs towards direct taxes and ?8.39 lakhs towards GST. In the previous financial year, the total contribution to the National Exchequer was ? 39.27 lakhs.

9. DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

10. CHANGE IN NAME OF THE COMPANY

During the year under review, there was no change in the name of the Company.

11. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company received loan of ? 10 crore (Rupees Ten crore only) in Financial Year 2021-22 from the Government of India (GoI) at the suggested rate of interest by the GoI and other terms & conditions.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During period under review, there was not any significant and material orders passed by the regulators/courts/ Tribunal.

14. DISINVESTMENT BY GOVERNMENT OF INDIA

There was not any disinvestment by the Government of India (GOI) in the company during the financial year 2022-23.The President of India through Ministry of Housing & Urban Affairs is holding as on March 31, 2023 was 14,56,96,885 equity shares i.e. 51.12% of total paid up equity share capital of the Company.

15. PRESIDENTIAL DIRECTIVE(S)

No Presidential Directives issued by Govt. were received by HPIL during the last three years.

16. MANAGEMENT EXPLANATION ON STATUTORY AUDITORâS REPORT

The Statutory Auditors have audited the standalone financial statements of the Company for the financial year 2022-23 and have given their report without any qualification, reservation, adverse remark or disclaimer. However, they have drawn

attention to certain matters under "Emphasis of Matters" which is reported in Auditorsâ Report and forming part of this report.

17. ANNUAL RETURN

In term of provision of Companies Act, 2013 as amended, the return is available on website of Company on https: / /www.hpil.co.in/annual-report/.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report (MDAR) as required under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODRâ) for the year under review, is presented in a separate section, forming part of the Annual Report as Annexure I.

19. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. During period under review, the Company as on March 31, 2023, has 7 Directors and following is the detail of the Board of Directors:

S. No	Name	DIN	Appointments	Cessation
1.	Smt D Thara	01911714	18.11.2019
2.	Smt.Priya Mahadevn	08026476	14.06.2021	18.04.2022
3.	Shri Rajeev Kumar Das	07730466	14.06.2021	-
4.	Shri Ravi Kumar Arora	09217881	28.06.2021	-
5.	Shri Suvasish Das	09826037	15.12.2022
6.	Dr.Madhu Rani Teotia	09352906	12.10.2021	15.12.2022
7.	Dr.Sunita Chandra	09415680	29.11.2021	-
8.	Shri G R Kanakavidu	09471091	20.01.2022	-

The Strength of Board of Directors of the Company as on March 31, 2023 was 7 (Seven) Directors comprising of 5 (Executive & Non-Executive Director) and 2 NonExecutive Independent Directors.

requisite number of these directors during the year. The Secretarial Auditor has also given observations in this respect in their report. In this respect, as Directors on the Board are appointed by Government, HPIL had regularly requested Ministry of Housing & Urban Affairs for appointment of requisite number of independent directors/independent woman director to comply with the applicable requirements under SEBI (LODR) Regulations, DPE Guidelines and Companies Act and the same was also informed to Stock Exchanges.

None of the Companyâs directors are disqualified from being appointed as a director as specified in Section 164 of the Act. For details about the directors, please refer to the Corporate Governance Report.

ii. Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the financial year 2022-23 are:

â¢ Ms. D Thara ,	Chairperson & Managing Director
â¢ Sh. Bhavesh Singla	Chief Financial Officer
â¢ Ms Lubna	Company Secretary

iii Independent Directors

The Ministry of Housing & Urban Affairs vide its order dated 29.11.2021 & 20.01.2022 appointed Dr.Sunita Chandra (DIN 09415680 ) & Shri G R Kanakavidu (DIN : 09471091) as Independent Director on the Board of Company.

iv. Retirement of Directors by Rotation:

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation will not be applicable to Independent Directors and as per Articles of Association of Company, the Chairman also not liable to retire by rotation, in view of this, Independent Director & CMD is not considered to be retiring by rotation but all other directors will be retiring by rotation. Accordingly, one third among all other directors are liable to retire by rotation and being eligible, offer themselves for reappointment . Shri Ravi Kumar Arora shall be eligible to retire by rotation and offers to re-appoint.

21. DECLARATION BY INDEPENDENT DIRECTORS AND MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), the Independent Directors have submitted declarations that each of them fulfill the criteria of independence as provided in Section 149(6) of the

Act along with the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors.

All Independent Directors of your Company have confirmed that they meet the criteria of Independence as prescribed under both the Companies Act, 2013 and the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the âCode of Business Conduct and Ethics for Board Members and Senior Managementâ of the Company. A Separate Meeting of Independent Directors in accordance with the provisions of the Companies Act, 2013 was held on 10 February, 2023 and all the Independent Directors were present.

22. RETIRING DIRECTOR(S) AND SEEKING APPOINTMENT REAPPOINTMENT AT THE AGM

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Ravi Kumar Arora, Director shall retire by rotation at the ensuing 19^th AGM of the Company and being eligible, offers himself for re-appointment. Brief resume and other particulars of Shri Ravi Kumar Arora, Director is annexed to the Notice of AGM forming part of this Annual Report.

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT.

The Listing Regulations mandates the inclusion of the Business Responsibility and Sustainability Report part of the Annual Report for the top 1000 listed entities based on market capitalization. A detailed report of BRSL is annexed forming part of this Annual Report as Annexure II.

24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Meetings of the Board were held 6 (Six) times during the financial year 2022-23 For further details of the number and dates of meetings of the Board thereof held during the financial year 2022-23 indicating the number of meetings attended by each Director, please refer to the Report on Corporate Governance as which forms part of this Report.

25. EVALUATION OF BOARD OF DIRECTORS/INDEPENDENTDIRECTORS

As per the statutory provisions, a listed company is required to disclose in its Boardâs Report, a statement indicating the manner in which formal annual

evaluation of the performance of the Board, its Committees and individual Directors has been made and the criteria for performance evaluation of its Independent Directors, as laid down by the Nomination and Remuneration Committee.

Accordingly, Further, in line with above exemptions, Sub-Sections (2), (3) & (4) of Sec. 178 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies, the Company is inter-alia exempted in terms of the above notifications, as the evaluation of performance of all members of the Board of the Company is being done by the Administrative Ministry.

26. COMMITTEES OF THE BOARD

During the period under review, the Company has following Committee(s) of the Board of Directors, which were reconstituted from time to time to comply with the applicable provisions :

i. Audit Committee

ii. Nomination & Remuneration Committee.

iii. Stakeholder & Relationship Committee.

iv. Risk Management Committee

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a âWhistle Blower Policyâ, in compliance of the provisions of the Companies Act, 2013, SEBI LODR Regulations and DPE Guidelines on Corporate Governance. The Whistle Blower Policy enables and ensures transparency in functioning of Company and it enables the employee to bring notice of such incidents and activities those are the violation of any policies of Company. It also provides safety for the protection to the complainant from victimization for whistling any violations and malpractices in the Company. This vigil mechanism enables the employees and Directors of Company to raise the concern where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The policy on

Whistle Blower Policy can be accessed at website of the Company on www.hpil.co.in.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR) & SUSTAINABLE DEVELOPMENT

The provisions of Companies Act, 2013 for Corporate Social Responsibility are not applicable on the Company and accordingly policies and initiatives are not applicable.

29. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has adequate Internal Financial Controls (IFC) system for ensuring, the orderly and efficient conduct of its business, adherence with the laid down policies ,procedures, safeguard of assets of the Company, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information commensurate with the operations of the Company.

The Company has in place adequate internal financial control with reference to financial statements.

The Internal Financial Controls of the Company were reviewed by Internal Auditors appointed. According to them, the Company has, in all material respects, laid down internal financial controls (including operational controls) and that such controls are adequate and operating effectively during the year ended 31 ^st March, 2023.

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

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

32. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The policy on materiality of related party transactions is available on the Companyâs website, at the www.hpil.co.in.

All related party transactions that were entered into during the financial year ended 31st March, 2023 were on an armâs length basis and in the ordinary course of business. The Company obtained approval of shareholders on all the material related party transactions in accordance to SEBI Listing Regulations, 2015 , Companies Act, 2013 and rules made thereunder to the extent applicable. The disclosure of transactions with related party for the year, as per IND Accounting Standard-24 Related Party Disclosures is mentioned in notes of Financial Statements as on 31st March, 2023. The particulars of Related Party Transactions required to be disclosed in Form AOC-2 for the financial year 2022-23 is annexed to this Report.

33. RISK MANAGEMENT

The Company identified that it is exposed to various unseen risks and uncertainties which are built-in for Realty estate Companies. The Company has risk management committee to identify the external and internal risks which may impact the day to day and future objectives of Company.

34. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge confirm that:-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 and loss of the company for that period;

(iii) 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;

(iv) The directors have prepared the annual accounts on a going concern basis;

(v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

35. CORPORATE GOVERNANCE

A Practicing Company Secretary has examined and certified your Company''s compliance with respect to conditions enumerated in SEBI (LODR) Regulations and DPE guidelines on Corporate Governance. The certificate required in DPE guidelines and SEBI (LODR) Regulations forms part of this Report.

As a responsible corporate citizen and to reduce carbon foot print, your Company has actively supported the implementation of âGreen Initiativeâ. Electronic delivery of notice of Postal Ballot, notice of Annual General Meeting (AGM) and Annual Report along with other communications is being done to those shareholders whose email ids are already registered with the respective.

Unless otherwise desired by the shareholders, the Company sends all documents to the shareholders viz. Notice, Audited Financial Statements, Directorsâ and Auditorsâ Report, etc. in electronic form to their registered e-mail addresses. In respect of financial year 2022-23, in terms of exemption granted by MCA vide General Circular No. 02/2022, dated 05.05.2022 read with General Circular No. 02/2021 dated 13th January, 2021, General Circular No. 20/2020 dated 5th May, 2020; General Circular No. 14/2020 dated 8th April, 2020 and General Circular No. 17/2020 dated13th April, 2020 and by SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020,

SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May, 2022, Annual Reports are being circulated among the members whose email IDs are available with the Company through electronic mode. Accordingly, no physical copies of the Annual Reports are being circulated among the members of the Company.

36. AUDITORS

â¢ Statutory Auditors

The Comptroller and Auditor General of India under Companies Act 2013, appointed 2022-23, M/s Dhruv Aggarwal& Co LLP (FRN N500365/ 005469N) ,Statutory Auditors of your Company for the financial year 2022-23 by the Comptroller & Auditor General (C&AG) of India. The Statutory Auditors have audited the Financial Statements of the Company for the financial year ended March 31, 2023.

Further, the Statutory Auditors for the financial year 2022-23, M/s Dhruv Aggarwal & Co LLP is appointed by the Comptroller & Auditor General (C&AG) of India. Approval of the Members of the Company will be obtained in ensuing Annual General Meeting, to authorize the Board of Directors of the Company, to fix the remuneration of Statutory Auditors for the financial year 2022-23, as may be appointed by C&AG.

The notes on the financial statements referred to in the Auditorsâ Report are selfexplanatory and do not call for any further comments.

â¢ Reporting of frauds by Auditors

During the year under review, no fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Amendment Rules, 2015

â¢ Cost Auditors

The Cost audit of the Company has not been conducted for the financial year 2021 -22 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

â¢ 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, the Company has appointed M/s Kumar Naresh Sinha & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report from the auditor is annexed as to this report.

The Secretarial Auditor as well as the Auditor who has given Corporate Governance Compliance certificate had given observations in their report regarding matters during the year related to board composition, not having adequate number of independent directors and non compliance with Regulation 25 (10) SEBI (LODR) Regulations, 2015.

37. MANAGEMENTâS COMMENTS ON THE AUDITORSâ REPORT

The managementâs reply to the observations of the Secretarial Auditors is as under:

Observation of Secretarial Auditors

Managementâs Reply

1. Half of the board of directors of the company was not independent including one women independent director as required under Regulation 17(1) of SEBI (LODR) Regulations, 2015 and para 3.1.4 of DPE Guidelines on Corporate Governance with regard to Composition of the Board of Directors.

2. The company has not taken D&O insurance for the Independent Directors appointed on the Board of the Company as required under Regulation 25(10) of SEBI (LODR) Regulations, 2015.

HPIL is a Government Company and the power to appoint Directors on the Board of the Company vests with the President of India, acting through the Administrative Ministry, i.e., the Ministry of Housing & Urban Affairs, Government of India and the Company has no role in the appointment of Directors on its Board.

The Company has been requesting & following up with the Ministry of Housing & Urban Affairs, Government of India, for appointment of requisite number of Independent Director on its Board.

Accordingly as on March 31, 2023, the composition of Board which require presence of at least half of the strength of Independent Directors, was not in conformity with the applicable statutory provisions. The Company will be in due compliance with the applicable provisions of SEBI (LODR) 2015, on appointment of 3 Independent Directors on the Board of Company.

The Company is considering to comply with the Regulation 25 (10) of SEBI Listing Regulations, 2015 and it is assured that the same shall be adhered.

38. COMMENTS OF COMPTROLLER AND AUDITOR GENERAL OF INDIA (CAG)

The Comptroller & Auditor General (C&AG) of India, vide letter(s) dated August 03, 2023 have given âNILâ comments on the Audited Financial Statements of the Company for the financial

year ended March 31, 2023 under Section 143(6)(a) of the Companies Act, 2013.

The comments of C&AG for the financial year 2022-23 have been placed along with the report of Statutory Auditors of the Company in this Annual Report

39. CODE OF BUSINESS CONDUCT & DECLARATION BY THE CHAIRPERSON & MANAGING DIRECTOR (CMD)

To comply with the requirements of Regulation 17(5) of the Listing Regulation, the Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel (âthe Codeâ). All Board members and senior management personnel have confirmed compliance with the Code for the year 2022-23.

The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Companyâs website www.hpil.co.in. A declaration by CMD on compliance of the âCode of Business Conduct and Ethics for Board Members and Senior Managementâ for the year 2022-23 is placed as Annexure to Corporate Governance Report.

40. CEO/CFO CERTIFICATION

As required by Regulation 17 (8) of the SEBI (LODR) Regulations, 2015, the Compliance Certificate as specified in Part B of Schedule II of the said Regulation duly signed by Sh. Bhavesh Singla, CFO was placed before the Board of Directors. The same is enclosed as Annexure of Corporate Governance Report.

41. GREEN INITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report etc. through electronic means to its members at their registered email addresses. As a responsible corporate citizen, the Company has actively supported the implementation of âGreen Initiativeâ of the Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to shareholders, whose email ids are registered.

Further, pursuant to Section 108 of the Companies Act,2013 read with Rule 20 of the Companies (Management

and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The Company will also be conducting the AGM this year through videoconferencing / other audio-visual means. Members can refer to the detailed instructions for e-voting and electronic participation in the AGM, as provided in the Notice of AGM. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail addresses with the Registrar and Share Transfer Agent (R&TA) of the Company or their respective Depository Participant (DP) and take part in the green initiative of Company.

41. PREVENTION, PROHIBITION AND REDRESSAL AGAINST HARASSMENT OF WOMEN EMPLOYMENT

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 (âActâ) and rules made there under. The Prevention of Sexual Harassment (POSH) do not applicable on your company. However, the Company would take every complaint seriously and there are no complaints on sexual harassment at workplace received during the period under review.

42. RIGHT TO INFORMATION

The status of RTI received during the year is as follows:

RTI Application Received

Rejected

Information

provided

Returned

Applicant

Pending

Applications

43. HUMAN RESOURCE

As on date the Company has 5 (five) full time employee engaged on contractual basis.

Further the Company being a Central Government Public Sector Undertaking needs to observe/ have Reservation policy for engagement or appointment of employees in the Company. However, the Company as on date does not have any permanent employees and in future the reservation policy for various categories such as SC/ST/OBC/ PwDs/ Ex-servicemen shall be duly followed.

44. OTHER DISCLOSURES

i. There was no change in the nature of business of the Company during the financial year 2022-23.

ii. The Company has not accepted any public deposits during the financial year 2022-23

iii. Information on composition, terms of reference and number of meetings of the Board and its Committees held during the year, establishment of Vigil Mechanism/Whistle Blower Policy and web-links for familiarization programmes of Directors, Policy on Materiality ofRelated Party Transactions and Dealing with Related Party Transactions, Policy for determining Material Subsidiaries, compensation to Key Managerial Personnel, sitting fees to

Directors etc. have been provided in the âReport on Corporate Governanceâ, prepared in compliance with the provisions of SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015 and DPE Guidelines on Corporate Governance, 2010, as amended from time to time, which forms part of this Annual Report.

iv. The Company has not bought back any of its securities during the year under review.

v. The Company has not issued any sweat equity shares during the year under review.

vi. No bonus shares were issued during the year under review.

vii. The Company has not provided any stock option scheme to the employees.

viii. Insolvency And Bankruptcy Code, 2016 : No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable

ix. Compliance with Secretarial Standards: The Company adhered to the provisions of applicable Secretarial Standards I & II during the financial year 2022-23

x. The provisions of Section 197 of the Companies Act,2013 and Rules made thereunder relating to managerial remuneration are not applicable to Government companies, therefore no disclosure is required to be made.

xi. During the year under review, the statutory auditors/secretarial auditors have not reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees.

xii. The Independent Directors of the Company are nominated / appointed by the President of India acting through the Administrative Ministry. Accordingly, the appointing authority considers the integrity, expertise and experience of the individual to be nominated/appointed. In the opinion of the Board, the Independent Directors appointed during the year, are persons of integrity and possess the relevant expertise, proficiency and experience to contribute effectively to the Company. Further, during the year, all the Independent Directors have met the requirements specified under Section 149(6) of the

Companies Act, 2013 and necessary declaration from each Independent Director was also received as required.

xiii. Statutory and Other Information Requirements

Information required to be furnished as per the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015 and other applicable statutory provisions is annexed to this report.

45. ANNEXURES TO BOARDâS REPORT

In terms of the provisions of SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015 and other applicable statutory provisions, separate sections containing Management Discussion & Analysis Report, Report on Corporate Governance, Business Responsibility &Sustainability Report, are enclosed to this Boardâs Report. Various statutory reports, information, certificates etc., in terms of the Companies Act, 2013, SEBI (Listing Obligations &Disclosure Requirements)

Regulations, 2015, DPE Guidelines on Corporate Governance for CPSEs, 2010 and other applicable statutory provisions, are enclosed to the Boardâs Report

46 ACKNOWLEDGEMENT

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. We thank the Government of India, Ministry of Corporate Affairs, Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, the Reserve Bank of India, Securities and Exchange Board of India (SEBI), our banker & advisors etc. and look forward to their continued support. Your Directors look forward to the long term future with confidence.

For and on behalf of the Board of Directors of Hemisphere Properties India Limited

Sd/-D Thara

Chairman, Managing Director

Place: New Delhi (^DIN: ^01911714)

Date: 11.08.2023

Mar 31, 2022

The Board of Directors of your Company are pleased to present the 18^th Annual Report of the Hemisphere Properties India Limited (âCompany/HPILâ), together with the Audited Financial Statements for the financial year ended 31^st March, 2022 and performance of the company, other disclosure requirement which form part of the Directorsâ Report are included in other Section of Annual Report Details on information incorporated by reference are generally set out under the relevant topics in the Directorsâ Report.

1. Financial Performance & Highlights

1.1 Results

Financial Results	Financial Year 2021-22 ( ?)	Financial Year 2020-21 ( ?)
Revenue from operations	-	-
Other income	3,15,97,650.00	36,49,767.00
Total Income	3,15,97,650.00	36,49,767.00
Expenses	21,79,83,785.00	10,44,87,716.00
Net Profit/Loss (before tax)	(18,63,86,135.00)	(10,08,37,949.00)
Current Tax	-	-
Deferred Tax	(3,77,81,310.00)	(2,63,04,098.00)
Net Profit/(Loss) after tax	(14,86,04,824.00)	(7,45,33,850.00)

1.2 Results of Operations & State of Affairs of the Company

This year your Company recorded net loss of ?1486.05 lakhs as against the loss of ? 745.34 lakhs during the previous financial year. The Company is in loss due to steady revenue generation in the Company. The loss is doubled due to increase in mobilization of funds to initiate the operations of Company. The detailed expenditures incurred during the year can be seen on the Financial statements annexed to this report.

The Company has initiated the several plans to generate revenues from operations on the land of Company of total 739.69 acres located in 4 states and 5 locations in India. We assures that these resources will be utilized at its best capabilities.

2. Business Performance

The objective of is to construct, acquire, hold, manage, develop, administer, protect, reserve and to deal in any other manner with properties, including sale and purchase thereof, whether such properties are in the nature of land or building (semi-constructed or fully constructed) or partially land and partially buildings, anywhere in India. The intent of incorporation of your Company is to transfer the surplus land of erstwhile Videsh Sanchar Nigam Limited into your Company and develop these land under the objectives set out Memorandum of Association. After the years approvals and due process the land was finally hived off into Company.

The Company in pursuant to the order passed by National Company Law Tribunal and Ministry of Corporate Affairs in August 2019 transferred with the 739.69 acres of land located in Delhi, Pune, Chennai and Kolkata.

During the period under review, the Company floated the Expression of Interest for Data Centre(s) on Chattarpur & Chennai Land parcels of Company of 58 acres & 53.04 acres respectively. The few Companies showed the interest to collaborate with Company and further for ascertaining the feasibility it was agreed by the Management to conduct Due Diligence of Pune, Kolkata, Chennai, Chattarpur & Greater Kailash.

NBCC (India) Ltd was engaged for conducting due diligence of all land parcel. It was recommended in the report that having data centre on Chattarpur & Chennai Land parcels may not the best revenue model due to various challenges.

The Board based on the recommendations in Due Diligence report further advertised to ascertain the market demand of farmhouses in Chattarpur land parcel of 58 acres. The Company received over 100 online applications both individuals and body corporate who are willing to buy plots for Farmhouses purpose.

The Management is dedicatedly focusing on pre-requisite activities such as Demarcations; Mutations of land parcel, approvals from various Authorities, Departments and alignment in land use to fulfil the requirement of Farmhouses.

Simultaneously, the similar activities for Pune, Chennai, Greater Kailash and Chennai are in process and some of the application of mutation is in final phases.

The major Challenge faced by Company in the period under review is demarcation and mutation applications filed with the Revenue Authorities and impact of Covid-19 due to which majority of offices are restricted to approach for few months of previous financial year. The Company is also planning to lease out/developing some portions of land of Pune which is of 524 acres and few of the proposal is under evaluation.

The Company during period under review, has raised approx. ? 140.00 crore by way of loan and issuance of Non-Cumulative Redeemable Preference Shares to President of India acting through Ministry of Housing & Urban Affairs.

As on date, the Company has conducted the valuation of land parcels of Company through certified Registered Valuers. It is informed that the rate is as per the fair market value based on various approved valuation approaches. The valuation is as under:

S.No.	Land details	Valuation Technique	Fair Value (? in crores)
1	Padianullar, Chennai	Residual Approach	417.16
2	Halisahar, Kolkata	Residual Approach	90.25
3	Dighi, Pune	Residual Approach	2,263.99
4	Greater Kailash, New Delhi	Residual Approach	7,101.94
5	Chattarpur, New Delhi	Residual Approach	728.63

3. Impact of Pandemic COVID-19

During the unfortunate waves of mutant variant of Corona virus in India has severely affected the lives of the Indians and Global citizens. The world suffered a great loss of lives of their near and dear ones. The Company has adopted measures to control the spread of virus to protect the health of employees and related offices. The pandemic impacted the operations slightly due to which the work with local Government Department is behind the schedule. The work from home culture is also inculcated also social distancing, minimum use of paper was promoted in the Company.

4. Transfer To Reserves

During the year under review, no amount has been transferred to General Reserve.

5. Dividend

Due to losses incurred by the company, the directors do not recommend any dividend payable to the shareholders for the year ended March 31, 2022.

6. Capital Structure

As on March 31, 2022, the authorized share capital of the Company was ? 100,000,000,000 (Rupees Ten Thousand Crores only) of ? 10/- (Rupees 10)each under which 9000,000,000 (Nine Hundred Crore) are Equity shares and 1,000,000,000 (One Hundred Crore) Preference shares.

During the year, the Paid up Equity share capital was ? 285,00,00,000 (Rupees Two Eighty Five Crores only) of 28,50,00,000 (Twenty Crore Fifty Lakhs only) equity shares of ? 10/-(Rupees 10)each which is further increased to ? 415,00,00,000 (Rupees Four Hundred and Fifteen Crores only) after issuance of 13 crore 0.01% Non-Cumulative Redeemable Preference shares of ? 10 each to the Promoter i.e President of India acting through Ministry of Housing & Urban Affairs in Board meeting held on 17.05.2021 and 12.11.2021. The Listed Equity Paid up share capital of Company is ? 285,00,00,000 (Rupees Two Eighty Five Crores only) of 28,50,00,000 (Twenty Crore Fifty Lakhs only) equity shares of ? 10/- (Rupees 10)

Apart from mentioned above, There is no other change in the authorized, issued, subscribed and paid-up equity share capital of the Company during the year. Further, the Company has not issued any shares with differential voting right/ Sweat Equity Shares during the year under report.

7. Listing of shares and payment of listing fee

The Company has paid annual listing fee for the financial year 2022-23 in respect of its equity shares listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

8. Transfer of unclaimed Dividend and Shares to Investor Education & Protection Fund

As equity shares of the Company were got listed in October 2020, therefore, in compliance of the provisions of Section 124 and 125 of the Companies Act, 2013, Company is not required to transfer any amount of dividend remained unpaid or unclaimed to Investor Education & Protection Fund (IEPF), as a period of 7 years has not elapsed from the date it became due for payment. Accordingly, no shares were required to be transferred to IEPF account.

However, the Company allotted shares to IEPF account as per the Scheme of Arrangement and Reconstruction.

9. Contribution to National Exchequer

During the financial year 2021-22, the Company contributed an amount of ? 39.27 lakhs to the National Exchequer, which included ? 27.22 lakhs towards direct taxes and ?12.04 lakhs towards GST. In the previous financial year, the total contribution to the National Exchequer was ? 44.32 lakhs.

10. Deposits

11. Change in Name of the Company

During the year under review, there was no change in the name of the Company.

12. Change in the Nature of Business

During the year under review, there was no change in the nature of business of the Company.

13. Material Changes and Commitment if any Affecting the Financial Position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of the Report

14. Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs Operations in future:

During period under review, there was not any significant and material orders passed by the regulators/courts/ Tribunal.

15. Disinvestment by Government of India

There was not any disinvestment by the Government of India (GOI) in the company during the FY 2021-22.The President of India through Ministry of Housing & Urban Affairs is holding as on March 31, 2022 was 14,56,96,885 equity shares i.e. 51.12% of total paid up equity share capital of the Company.

16. Supplementary Audit of Financial Statements by Comptroller and Auditor General of India (C&AG).

There were no comments issued by the office of the C&AG either on Standalone Financial Statements of the Company for the year 2021-2022 or on supplementary audit conducted under section 143(6)(a) [and also read with Sec 129(4)] of the Companies Act, 2013. The NIL comments issued by CAG on Standalone Financial Statements are annexed with the report.

17. Management Explanation on Statutory Auditorâs Report

The Statutory Auditors have audited the standalone financial statements of the Company for the financial year 2021-22 and have given their report without any qualification, reservation, adverse remark or disclaimer. However, they have drawn attention to certain matters under "Emphasis of Matters" which is reported in Auditorsâ Report and forming part of this report.

18. Annual Return

In term of provision of Companies Act, 2013 as amended, the return is available on website of Company on https://www.hpil.co.in/annual-report/.

19. Management Discussion and Analysis Report

20. Details of Subsidiaries, Joint Ventures and Associate Companies

21. Directors and Key Managerial Personnel

i. During the period under review following appointment & cessations were made:

S. No	Name	DIN	Appointments	Cessation
1.	Ms. Priya Mahadevan	08026476	14.06.2021	-
2.	Shri Rajeev Kumar Das	07730466	14.06.2021	-
3.	Shri Ravi Kumar Arora	09217881	28.06.2021	-
4.	Shri Amit Kataria	06927158	-	12.10.2021
5.	Dr. Madhu Rani Teotia	09352906	12.10.2021	-
6.	Dr. Sunita Chandra	09415680	29.11.2021	-
7.	Shri G R Kanakavidu	09471091	20.01.2022	-

The Strength of Board of Directors of the Company as on March 31, 2022 was 8 (eight) Directors comprising of 6 (Executive & Non-Executive Director) and 2 Non-Executive Independent Directors.

â¢ All the Directors on the Board are appointed by Ministry of Housing & Urban Affairs.

â¢ In accordance with the Order of Ministry of Housing & Urban Affairs, Shri. Amit Kataria ceased to be Director of the Company and Dr. Madhu Rani Teotia was appointed as Director effective from 12.10.2021.

â¢ The Administrative Ministry vide order dated 29.11.2021 & 20.01.2022, appointed Dr. Sunita Chandra & Shri G R Kanankavidu as Non-Official Independent Director on the Board of Company and same was taken on record by the Board. The Independent Director, in the opinion of the Board, appointed during the FY 2021-22 possess integrity, requisite expertise and experience.

ii. Retirement of Directors by Rotation:

iii. Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the FY 2021-22 are:

â¢ Ms. D Thara , Chairperson & Managing Director

â¢ Sh. Bhavesh Singla Chief Financial Officer

â¢ Ms Lubna Company Secretary

The Company conducted special Board session for the Directors to keep them abreast of the latest insights into the industry and also share the future strategy. The session was very insightful and the Board reciprocated with key insights of future goals.

22. Declaration by Independent Directors and Meeting of Independent Directors

the âCode of Business Conduct and Ethics for Board Members and Senior Managementâ of the Company. A Separate Meeting of Independent Directors in accordance with the provisions of the Companies Act, 2013 was held on 11 February, 2022 and all the Independent Directors were present.

23. Training of Directors

Your Company undertakes on-boarding training for its Independent Directors to initiate them to the organization and its various operations including strategy, organization structure, human resource, technology, risk management etc.

During the FY 2021-22, Your Company has conducted the familiarization programme and provided them outbound trainings to make them abreast about the latest developments in Corporate Governance to gain deeper insights into their roles and Responsibilities.

The company has made the arrangement for internal training/outbound trainings of Independent Directors. The Companyâs website www.hpil.co.in.

24. Business Responsibility Report

The Listing Regulations mandates the inclusion of the BRR as part of the Annual Report for the top 1000 listed entities based on market capitalization. In compliance with the Listing Regulations, we have integrated BRR disclosures into our Annual Report as Annexure II.

25. Number of Meetings of the Board Of Directors

Meetings of the Board were held 7 (Seven) times during the financial year 2021-22. For further details of the number and dates of meetings of the Board thereof held during the financial year 2021-22 indicating the number of meetings attended by each Director, please refer to the Report on Corporate Governance as Annexure III which forms part of this Report.

26. Evaluation of Board of Directors/Independent Directors

As per the statutory provisions, a listed company is required to disclose in its Boardâs Report, a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and individual Directors has been made and the criteria for performance evaluation of its Independent Directors, as laid down by the Nomination and Remuneration Committee.

27. Committees of the Board

During the period under review, the Company has following Committee(s) of the Board of Directors, which were reconstituted from time to time to comply with the applicable provisions :

i. Audit Committee

ii. Nomination & Remuneration Committee.

iii. Stakeholder & Relationship Committee.

iv. Risk Management Committee

28. Vigil Mechanism/Whistle Blower Policy

29. Corporate Social Responsibility (CSR)

The provisions of Companies Act, 2013 for Corporate Social Responsibility are not applicable on the Company and accordingly policies and initiatives are not applicable.

30. Internal financial controls with reference to Financial Statements

The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed.

31. Certificate on Corporate Governance

As per regulation 34(3) of the SEBI (LODR) Regulations, 2015 and DPE guidelines, a separate section on Corporate Governance practices followed by your Company together with a certificate from Rahul Chaudhary & Associates, Company Secretaries in Practice, on compliance with the Corporate Governance norms is annexed and forms part to this report

32. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

During period under review, There are no significant particulars, relating to conservation of energy and technology absorption as your Company does not own any manufacturing unit/ facility, however energy conscious organization, has taken various initiatives in the direction of energy conservation on a continuous basis. Further, the Company has neither absorbed any technology indigenous/ imported, during the year, nor imported any technology during the last three years.

33. Particulars of Loans, Guarantees or Investments

34. Contracts and Arrangements with Related Parties

During the year under review, the Company have entered with the related party on arm length basis and in ordinary course of business only and are not material in nature. The details of which are mentioned in the financial statement of the Company forming part of this report.

The policy on materiality of related party transactions is available on the Companyâs website, at the link https://www.hpil.co.in/wp-content/uploads/2022/07/POLICY-TO-DETERMINE-MATERIALITY-OF-EVENT.pdf.

All related party transactions that were entered into during the financial year ended 31st March, 2022 were at an armâs length basis and in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. However, the disclosure of transactions with related party for the year, as per IND Accounting Standard-24 Related Party Disclosures is mentioned in notes of Financial Statements as on 31st March, 2022. Accordingly, particulars of Related Party Transactions entered with related parties on arm length basis required to be disclosed in Form AOC-2 is forming part of this report.

35. Risk Management

i. Risk Management Committee

As per the requirement of SEBI (LODR) Regulations, 2015, the Company is having a Board level Risk Management Committee. The particulars of Committee, its terms of reference, meetings held, etc. are stated in the Corporate Governance Report forming part of this Report. The Company has a well laid down Risk Management system to identify, evaluate risks and opportunities. The said system seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The risk management system defines the risk management approach across the enterprise in various business activities. The risk factors helps in Companyâs functioning and the Board of Directors are being regularly apprised about the status of various risk elements and the mitigation plans for the same.

The Company in the Board Meeting held on 17.05.2021 constituted the Risk Management Committee (RMC) of the Company .The key function of the RMC is to monitor various risks and also to suggest action for mitigation of risks arising in the operation and other related matters of the Company.

> The Company has identified its various risks and has taken appropriate steps to mitigate them. The Role & Responsibility of Committed discussed are as under:

> To assess the Companyâs risk profile and key areas of risk associated functioning of Company .

> To recommend the Board and adoption of risk assessment and procedure for minimization of risk.

> To articulate the Companyâs policy for the oversight and management of business risks.

> To examine and determine the sufficiency of the Companyâs internal processes for reporting on and managing key risk areas.

> To assess and recommend the Board acceptable levels of risk.

> To develop and implement a risk management framework and internal control system.

> To review the nature and level of insurance coverage, if any..

> To have special investigations into areas of corporate risk and break-downs in internal control.

> To set appropriate risk management measures to cope with different situations

> To review the adequacy and effectiveness of risk management policy and system as well as the compliance with the established policy.

> To report regularly to the Board of Directors about the management, operation, risk status, changes and areas of improvement to ensure the compliance with the Companyâs policy and strategy.

> To appoint a risk management working group as necessary.

> To provide the risk management working group with necessary factors, such as personnel, budget and other resources as per the scope of their responsibilities.

> To exercise oversight of managementâs responsibilities, and review the risk profile of the organization to ensure that risk is not higher than the risk appetite determined by the board.

> To ensure that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

> To assist the Board in setting risk strategies, policies, frameworks, models and procedures in liaison with management and in the discharge of its duties relating to corporate accountability and associated risk in terms of management assurance and reporting.

> To review and assess the quality, integrity and effectiveness of the risk management systems and ensure that the risk policies and strategies are effectively managed.

> To review and assess the nature, role, responsibility and authority of the risk management function within the Company and outline the scope of risk management work.

> To ensure that the Company has implemented an effective ongoing process to identify risk, to measure its potential impact against a broad set of assumptions and then to activate what is necessary to pro-actively manage these risks, and to decide the Companyâs appetite or tolerance for risk.

> To ensure that a systematic, documented assessment of the processes and outcomes surrounding key risks is undertaken at least annually for the purpose of making its public statement on risk management including internal control.

> To oversee formal reviews of activities associated with the effectiveness of risk management and internal control processes. A comprehensive system of control should be established to ensure that risks are mitigated and that the Companyâs objectives are attained.

> To review processes and procedures to ensure the effectiveness of internal systems of control so that decision-making capability and accuracy of reporting and financial results are always maintained at an optimal level.

> To monitor external developments relating to the practice of corporate accountability and the reporting of specifically associated risk, including emerging and prospective impacts.

> To provide an independent and objective oversight and view of the information presented by the management on corporate accountability and specifically associated risk, also taking account of reports by the Audit Committee to the Board on all categories of identified risks facing by the Company.

> To review the risk bearing capacity of the Company in light of its reserves, insurance coverage, guarantee funds or other such financial structures.

> To fulfill its statutory, fiduciary and regulatory responsibilities.

> To ensure that the risk awareness culture is pervasive throughout the organization.

> To review issues raised by Internal Audit that impact the risk management framework.

> To ensure that infrastructure, resources and systems are in place for risk management is adequate to maintain a satisfactory level of risk management discipline.

> Perform other activities related to risk management as requested by the Board of Directors or to address issues related to any significant subject within its term of reference.

> The Committee has powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary

> To Monitor and issues related to cyber securities.

36. Directors Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, your Directors, to the best of

their knowledge confirm that:-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(iv) The directors have prepared the annual accounts on a going concern basis;

(v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

37. Report on Corporate Governance

The Company is fully committed to promote and establish a fair, transparent and ethical system of Corporate Governance. The Company ensures transparency in all its operations with special emphasis on financial prudence, accountability and ensuring customers/stakeholderâs satisfaction. As per requirements of the SEBI (LODR) Regulations, 2015 and DPE guidelines on Corporate Governance, a report on Corporate Governance is made part of the Directorâs Report as Annexure III.

38. Auditors

â¢ Statutory Auditors

The Comptroller and Auditor General of India under Companies Act 2013, appointed 202122, M/s Dhruv Aggarwal & Co LLP (FRN N500365/ 005469N) ,Statutory Auditors of your Company for the financial year 2021-22 by the Comptroller & Auditor General (C&AG) of India. The Statutory Auditors have audited the Financial Statements of the Company for the financial year ended March 31, 2022. The notes on the financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

Further, the Statutory Auditors for the financial year 2022-23, M/s Dhruv Aggarwal & Co LLP is appointed by the Comptroller & Auditor General (C&AG) of India.

â¢ Reporting of frauds by Auditors

During the year under review, no fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Amendment Rules, 2015

â¢ Cost Auditors

The Cost audit of the Company has not been conducted for the financial year 2021 -22 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

â¢ Secretarial Auditors

M/s Hemant Singh & Associates, Company Secretaries (Certificate of Practice No. 6370), New Delhi, were appointed as Secretarial Auditors for carrying out Secretarial Audit of the Company for the financial year 2021-22. In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, they have issued Secretarial Audit Report for the financial year 2021-22 and the same is annexed to this Report

39. Managementâs Comments on the Auditorsâ Report

The Statutory Auditors have audited the standalone financial statements of the Company for financial year 2021-22 and have given their reports without any qualification, reservation, adverse remark or disclaimer. The Auditorsâ Report(s) are forming part of this Annual Report.

The Secretarial Auditors of the Company have given an unqualified report for the financial year 2021-22. However, they have certain observations relating to composition of the Board and its Committees. The managementâs reply to the observations of the Secretarial Auditors is as under:

Observation of Secretarial Auditors		Managementâs Reply

1.	The Company was not in compliance with the		HPIL is a Government Company and the
	provisions of section 149 of the Companies		power to appoint Directors on the Board of
	Act, 2013 read with Regulation 17 of the		the Company vests with the President of
	SEBI (LODR), in respect of the appointment		India, acting through the Administrative
	of requisite number of Independent Directors		Ministry, i.e., the Ministry of Housing &
	including a Woman Independent Director, as		Urban Affairs, Government of India. For part
	the Board had a total of two Independent		of the year, the Company did not have the
	Directors against the requirement of four		Independent Directors on the Board of
	Independent Directors (one Independent		Directors until 29^th November,2021 and
	Women Director appointed on November 29,		January 20, 2022 when two Independent
	2021 and another Independent Director		Directors were appointed out of which one is
	appointed on January 20, 2022).		Woman Independent Director. For part of
2.	The Company was not in compliance with		year, the composition of Committee(s) were not in compliance with the SEBI Listing Regulations.
	rule 4 of the Companies(Appointment and Qualification of Directors) Rules, 2014 till January 20, 2022.

3.			Accordingly as on March 31, 2022, the
3.	The composition, chairmanship and quorum of meetings of Audit Committee &		composition of Board which require
	Nomination &Remuneration Committee and		presence of at least half of the strength of
	composition of Stakeholders Relationship		Independent Directors, was not in conformity
	Committee were not in compliance with		with the applicable statutory provisions.
	section 177 & 178 of the Companies Act,		The Company has time again requested the
	2013 read with regulation 18, 19& 20 of		Administrative Ministry for appointing
	SEBI (LODR) from April 1, 2021 till		requisite number of Independent Directors
	February 11, 2022.		The request of Company is under consideration
4.	The composition of Risk Management Committee was not in compliance with	2.	The Company due to non appointment of
	regulation 21(2) of SEBI (LODR) upto		requisite Independent Director on the Board
	February 11, 2022		could not maintain the gap in Risk
5.	The Company was not in compliance of		Management Committee. It is assured that
	Regulation 25(6) of SEBI (LODR) with		the same shall be complied in current
	respect to appointment of Independent	3.	financial year. The Company is considering to comply with

Directors within the stipulated time	the Regulation 25 (10) of SEBI Listing
6. The Company was not in Compliance with	Regulations, 2015 and it is assured that the
Regulation 21(3A) & (3) of SEBI (Listing	same shall be adhered.
Obligations and Disclosure Requirements)
Regulations, 2015 where the number of
meetings and gap between two meetings as
stipulated under the said regulation were not
complied with accordingly.
7. The Company was not in Compliance with
Regulation 25(10) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and accordingly the
Company has not taken D&O insurance for
the Independent Directors appointed on the
Board of the Company.

40. Comments of Comptroller and Auditor General of India (CAG)

The Comptroller & Auditor General (C&AG) of India, vide letter(s) dated 16 August, 2022 has given âNilâ comments on the Audited Financial Statements of the Company for the year ended March 31, 2022 under Section 143(6)(a) of the Companies Act, 2013. The Comments of C&AG for the financial year 2021-22 have been placed along with the report of Statutory Auditors of the Company in this Annual Report.

41. Compliance with Secretarial Standards

The Company adhered to the provisions of applicable Secretarial Standards I & II during the financial year 2021-22.

42. Code of Business Conduct-Declaration by the Chairman & Managing Director (CMD)

Declaration by CMD on compliance of the âCode of Business Conduct and Ethics for Board Members and Senior Managementâ for the year 2021-2022 is placed as Annexure to Corporate Governance Report.

43. CEO/CFO Certification

44. Prevention, Prohibition and Redressal against Harassment of Women Employment

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and rules made there under.

The Prevention of Sexual Harassment (POSH) do not applicable on your company. However, the Company would take every complaint seriously and there are no complaints on sexual harassment at workplace received during the period under review.

45. Other Disclosures

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any sweat equity shares during the year under review.

c. Bonus shares

No bonus shares were issued during the year under review.

d. Employees stock option Plan.

The Company has not provided any stock option scheme to the employees.

e. Insolvency And Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable

43. Right to Information

The status of RTI received during the year is as follows:

RTI

Rejected

Information

Returned

Application

Received

provided

Applicant

Pending

Applications

44. Particular of Employees

As per provisions of section 197 of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each director to the median employeeâs remuneration and such other details as may be prescribed in the Directorsâ Report. However, as per Notification No. GSR 463(E) dated 5th June, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from complying with provisions of section 197 of the Companies Act, 2013. Therefore, the Company being a Government Company, such particulars are not included as part of Directorsâ Report. As on date the Company has 5 (five) full time employee engaged on contractual basis.

45. Statutory and Other Information Requirements

Information required to be furnished as per the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other applicable statutory provisions is annexed to this report.

ACKNOWLEDGEMENT

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article