SENSEX 655.04 0.90%
73651.35
 
NIFTY 203.25 0.92%
22326.90
 
Nasdaq 83.82 0.51%
16399.52
 
Nikkei 225 364.70 0.90%
40762.73
 
FTSE 100 1.00 0.01%
7932.00
 
YOU ARE ON
Equity
Equity Analysis
Price
Gainers & Losers
Out & Under Performers
Only Buyers & Sellers
Advances & Declines
New Highs & Lows
Weightage
5 Day's Up & Down
Historical Returns
Volume
Analysis
News Analysis
Corporate Action
Corporate Info
Other Market
 
HB Portfolio Ltd.
 
March 2016

DIRECTORS' REPORT

To the Members,

Your Directors are pleased to present the 21st Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2016.

DIVIDEND

The Company has not earned adequate profits during the financial year ended 31st March, 2016. However, your Directors are pleased to recommend a Final Dividend @ Rs 0.50 per Equity Share (5%) out of the accumulated profits earned by the Company in previous years. Payment of Dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

PERFORMANCE REVIEW & OUTLOOK

The year was marked by high volatility in the Stock Market. As a result, the Divestment / Investment activity of the Company was curtailed during the year and the Company posted a Gross Profit of Rs. 25.59 Lacs as compared to Rs. 146.22 Lacs in the previous year. Net profit after tax for the year under review was Rs. 6.11 Lacs as compared to Rs. 80.57 Lacs in the previous year.

The improvement in India's economic fundamentals has accelerated in the year 2015 with the combined impact of strong government reforms, RBI's inflation focus supported by benign global commodity prices. According to IMF World Economic Outlook Update, Indian economy is expected to grow at 7.00-7.75 per cent during FY 2016-17, despite the uncertainties in the global market. Notwithstanding unexpected delays in enacting some economic reform, the prospects for continued rapid growth are undiminished.

Numerous foreign companies are setting up their facilities in India on account of various government initiatives like Make in India and Digital India with an aim to boost the manufacturing sector of Indian economy. This initiative is expected to increase the purchasing power of an average Indian consumer, which would further boost demand, and hence spur development, in addition to benefiting investors.

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

SCHEME OF ARRANGEMENT

The Board of Directors in their meeting held on 10th February, 2016 have approved a Composite Scheme of Arrangement ('the Scheme') between HB Portfolio Limited ('the Company'), HB Stockholding Limited and HB Estate Developers Limited and their respective members and creditors under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013, subject to various approvals as may be required. The Appointed Date(s) in the Scheme are 01st April, 2015 to 03rd April, 2015.

The Company has filed the Draft Scheme along with required documents / information with the Bombay Stock Exchange Limited (BSE) Pursuant to Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. -CIR/CFD/CMD/16/2015 dated November 30, 2015. Upon receipt of necessary observation letter from BSE, the Company shall file the said Scheme with the Hon'ble High Court of Punjab & Haryana at Chandigarh / National Company Law Tribunal (NCLT) or such other forum or authority, as may be designated. The Draft Scheme and other documents have been uploaded on the website of the Bombay Stock Exchange (BSE), www.bseindia.com  and also on the Company's website, www.hbportfolio.com  having following web link, www.hbportfolio.com/  Investor Information/Scheme of Arrangement

NBFC REGISTRATION WITH THE RESERVE BANK OF INDIA

The Reserve Bank of India (RBI) vide its letter dated 19th January, 2016 informed that RBI has decided to process Company's application afresh and advised the Company to apply again on the basis of Audited Balance Sheet as on 31st March, 2015 along with all the requisite documents / information.

The Company has filed fresh application for registration on 08th March, 2016 based on the Audited Financials of the Company for the Financial Year ended 31st March, 2015. The information / clarifications sought thereafter by RBI have also been submitted by the Company on 28th April, 2016.

STATUTORY STATEMENTS

(i) Share Capital

The Paid up Equity Share Capital as on 31st March, 2016 stood at Rs. 11,99,23,290 comprising of 1,19,92,329 Equity Shares of Rs. 10/- each. During the year under review, the Company has neither issued any Shares with differential voting rights nor granted stock options nor sweat equity.

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

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

During the year under review, four Board Meetings were convened and held. The details of such meeting(s) are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

(iii) Public Deposits

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

(iv) Significant and other material orders passed by the regulators or courts

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

(v) Particulars of Loans, Guarantees or Investments

The principal business activity of the Company is to undertake financial services, investing and dealing in various kinds of securities. Details of Loans, Guarantees and Investments made by the Company in the ordinary course of its business are given in the notes to the Financial Statements.

(vi) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

The total foreign exchange earnings during the year under review and previous period is NIL and total foreign exchange out go during the year under review and the previous period is NIL.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (3)(c) & (5) of Section 134 of the Companies Act, 2013, it is hereby stated that:

in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the Directors had prepared the Annual Accounts on a going concern basis;

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; and

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

(i) Subsidiaries

HB Corporate Services Limited and HB Securities Limited are the Wholly Owned Subsidiaries of the Company. A separate statement containing the salient features of the Financial Statement of the Company's Subsidiaries is being provided in Form AOC-1 along with Financial Statements in terms of Section 129(3) of the Companies Act, 2013. The Financial Statements of the Subsidiary Companies will be made available upon request by any Member of the Company interested in obtaining the same. The Financial Statements of the Subsidiary Companies will also be kept for inspection by any Member of the Company at its Registered Office. No Company has become or ceased to be Company's Subsidiary during the year under review.

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

(ii) Joint Ventures

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

(iii) Associate Companies

In terms of Sec 2(6) of the Companies Act, 2013, Taurus Asset Management Co. Limited, Taurus Investment Trust Co. Limited, HB Insurance Advisors Limited and Merwanjee Securities Limited are the Associate Companies. A separate statement containing the salient features of the Financial Statement of the Company's Associates is being provided in Form AOC-1 along with Financial Statements in terms of Section 129(3) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report and a Report on the Corporate Governance together with the Compliance Certificate from the Company's Statutory Auditor's confirming compliance(s) forms an integral part of this report.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

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

RELATED PARTY TRANSACTIONS

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

The Board of Directors, on the recommendation of the Audit Committee, has approved a Policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules made there under and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party Transactions has been uploaded on the website of the Company, www.hbportfolio.com  having following web link, www.hbportfolio.com/Investor  Information/ Corporate Governance.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all Stakeholders and in ensuring adherence to all laws and regulation in force.

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

PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY

In terms of Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors in their meeting held on 10th February, 2016 has adopted a Policy for Preservation of Documents & Archival thereof, classifying them in two categories as follows:

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

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

The said Policy has been uploaded on the website of the Company, www.hbportfolio.com  having following web link, www.hbportfolio.com/Investor  Information/Corporate Governance.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. The Board of Directors in their meeting held on 08th August, 2014 constituted the Internal Complaint Committee and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Internal Complaint Committee comprises of following members:

(i) Mrs. Banmala Jha, Presiding Officer (Sr. V.P Legal - HB Stockholding Ltd.)

(ii) Mrs. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a Counsellor)

(iii) Mr. Anil Goyal, Member (Managing Director)

(iv) Mr. Dinesh Kapoor, Member (Company Secretary)

There are no Women employees in the Company and the Company has not received any complaints on sexual harassment during the year under review.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of Internal Controls. The information about Internal Controls is set out in the Management Discussion and Analysis forming part of this report.

INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to Company's Policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements.

AUDITORS

(i) Statutory Auditors

M/s. P. Bholusaria & Co., Chartered Accountants, New Delhi (Firm Registration No.: 000468N), the Statutory Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment. Observations of the Statutory Auditors are explained, wherever necessary, by way of Notes to the Financial Statements.

(ii) Internal Auditors

M/s. M.K. Choudhary & Co., Chartered Accountants, New Delhi performs the duties of the Internal Auditors of the Company and their report is reviewed by the Audit Committee on quarterly basis.

(iii) 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 Mr. A.N. Kukreja, Proprietor, M/s. A.N Kukreja & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as a part of this report as "ANNEXURE - I".

The Secretarial Auditors have made following observations in their Secretarial Audit Report:

(a) The Company did not have a Chief Financial Officer (CFO), as required under Section 203 of the Companies Act, 2013.

Director's Comment: The management is making all suitable efforts for searching right candidate for the post of the Chief Financial Officer (CFO) being the Key Managerial Personnel (KMP) of the Company as required under Sec 203 of the Companies Act, 2013.

(b) The Company was required to spend f 9.82 Lacs on Corporate Social Responsibility (CSR) activities during the year under review. The Company has spent f 4.66 Lacs on CSR activities as at 31st March, 2016. Further, a sum of f 6.50 Lacs has been spent subsequent to the year end.

Director's Comment: The Company has made total contribution of Rs. 11.16 Lacs as against Rs. 9.82 Lacs towards CSR activities by providing financial assistance towards preventive health care services and provision of safe drinking water. However, Rs. 6.50 Lacs has been spent subsequent to year end due to slight delay in required documentation and other formalities.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors has constituted a Corporate Social Responsibility Committee (CSR Committee) pursuant to the provisions of Section 135 of the Companies Act, 2013. The composition of the CSR Committee has been mentioned in the Corporate Governance Report forming part of this report. The Board of Directors, on the recommendation of the CSR Committee, has approved the Corporate Social Responsibility Policy (CSR Policy) of the Company and disclosed its contents in "ANNEXURE - II" forming part of this report. The CSR Policy has also been uploaded on the website of the Company, www.hbportfolio.com  having following web link, www.hbportfolio.com/Investor  Information/CSR.

As a part of the CSR initiatives, your Company during the financial year 2015-2016 has undertaken CSR activities in the areas of preventive health care and provision of safe drinking water. These projects are in accordance with Schedule VII of the Companies Act, 2013. The report on CSR activities is attached as "ANNEXURE - IIA" forming part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Jagmohan Lal Suri, Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

The Company has also received declarations from all the Independent Director(s) confirming that they meet with the criteria of Independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b), 25(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(b) Nomination and Remuneration Policy

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has approved a Policy for selection, appointment & remuneration including criteria for determining qualifications, positive attributes of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company. The said policy is enclosed as a part of this report as "ANNEXURE - III".

(c) Board Diversity

The Company recognizes the importance and benefits of having the diverse Board to enhance quality of its performance.

The Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced growth of the Company. The Board of Directors on the recommendations of the Nomination and Remuneration Committee has adopted a Policy on Diversity of Board of Directors in terms of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(d) Board Evaluation

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

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of Section 92 in Form MGT-9 is enclosed as a part of this report as "ANNEXURE - IV".

ACKNOWLEDGMENTS

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

FOR AND ON BEHALF OF THE BOARD

Sd/- LALIT BHASIN

(Chairman)

DIN: 00002114

Place: Gurgaon

Date : 26th May, 2016

ADINATH STOCK BROKING PVT LTD  :   SEBI REGISTRATION NUMBERS : Bombay Stock Exchange(BSE): CASH -INZ000204337 & DERIVATIVE -INZ000204337 Member ID-3175 National Stock Exchange(NSE): CASH- INZ000204337 & DERIVATIVES -INZ000204337 Member ID-12805 MCX-SX Stock Exchange(MCX-SX): Currency Derivative : INZ000204337 Member ID-44400 United Stock Exchange(USE): Currency Derivative: Central Depository Services Ltd(CDSL)- IN -DP-452/2008 DP ID 12055200
ADINATH COMMODITIES  :   COMMODITIES SEBI REGISTRATION NUMBERS : INZ000042629 MultiCommodity Exchange Ltd (MCX):Member ID -10140 National Commodity and Derivatives Exchange Ltd (NCDEX):Member ID -00622.
ATTENTION INVESTORS :   "Prevent unauthorised transactions in your Broking & demat account--> Update your mobile numbers/email IDs with your stock brokers & depository participate. Receive information of your transactions directly from Exchange & CDSL on your mobile/email at the end of the day......................Issued in the interest of Investors"
ATTENTION INVESTORS :   "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
ATTENTION INVESTORS :   "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
ATTENTION INVESTORS :   1. Stock Brokers can accept securities as margin from clients only by way of pledge in the depository system w.e.f. September 1, 2020. 2. Update your mobile number & email Id with your stock broker/depository participant and receive OTP directly from depository on your email id and/or mobile number to create pledge. 3. Pay 20% upfront margin of the transaction value to trade in cash market segment 4. Investors may please refer to the Exchange's Frequently Asked Questions (FAQs) issued vide circular reference NSE/INSP/45191 dated July 31, 2020 and NSE/INSP/45534 dated August 31, 2020 and other guidelines issued from time to time in this regard. 5. Check your Securities /MF/ Bonds in the consolidated account statement issued by NSDL/CDSL every month. "Issued in the interest of Investors"
| Disclaimer | Privacy Policy | Feedback | Terms and Conditions | Careers | Investor Grievances | Download | Investor Protection | SCORES | Site Map
Investor Charter - DP | Investor Charter - Stock Broker | e-voting | Investor Education
Useful links: NSE | BSE | MCX-SX | CDSL | SEBI | MCX | NCDEX | FMC | Smart ODR
SEBI Registration No.INZ000042629
Copyright © 2011 Adinath Stock Broking Pvt Ltd                             Designed, Developed & Content Powered By Accord Fintech Pvt.Ltd.