| Dear members,
The Directors present the Seventy Ninth Annual Report and Audited
Financial Statements of the Company for the Financial Year ended 3 Ist
March, 2015.
1. Financial Results :
F. Y. F. Y.
2014-2015 2013-2014
Rs. Rs.
Profit for the year before tax 6,525,294 7,367,141
Less : Provision for Taxation 1,320,185 1,809,395
Profit after tax 5,205,109 5,557,746
Add/(Less) :
Tax in respect of earlier
years (Net) - 57,688
Balance brought forward from
previous year 11,840,246 11,224,812
Balance available for
appropriation 17,045,355 16,840,246
Less : Appropriations:
Proposed Dividend - -
Tax on Proposed Dividend - -
Transfer to General Reserve - (50,00,000)
Depreciation (Net of Tax Rs.
4,41,992/-) pursuant to enactment
of Schedule II of the Companies (9,88,404) -
Act, 2013
Balance carried to Balance Sheet 16,056,951 1,840,246
2. Dividend :
The Board of Directors of the Company do not recommend any dividend on
Equity Shares of the Company for the Financial Year ended 31 "
March, 2015.
3. Transfer to Reserves :
The Company does not propose to carry any amount to its reserves
during the year under review.
4. Operations of the Company:
The Company is engaged in the business of providing administrative and
allied services to Bajaj Group Entities only.
There was no change in the nature of business of the Company during
the year.
5. Share Capital:
The paid up Equity Share Capital of the Company was Rs. 6,08,645 /- as
on 31st March 2015. There was no public issue, rights issue, bonus
issue or preferential issue etc. during the year. The Company has not
issued any shares with differential voting rights, sweat equity shares
nor has it granted any stock options during the year.
6. Extract of Annual Return :
An extract of the Annual Return as provided under sub-section (3) of
Section 92 of the Companies Act, 2013, in the prescribed Form MGT- 9
is annexed to this Report as Annexure A.
7. Number of Meetings of the Board :
During the year, 5 meetings of the Board of the Directors of the
Company were convened and held.
8. Director's Responsibility Statement :
Pursuant to clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, the Board of Directors of the Company hereby
state and confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures
have been made therefrom;
(b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company for the financial year ended as at 3 Ist March, 2015
and of the profit of the Company for the said period;
(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) the directors have prepared the annual accounts on a going concern
basis;
(e) the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
(f) the directors have devised proper systems to ensure compliance
with the provisions of all " applicable laws and that such systems are
adequate and operating effectively.
9. Declaration of Independence :
The Independent Directors of the Company have submitted their
Declaration of Independence, as required under the provisions of
Section 149(7) of the Companies Act, 2013 stating that they meet the
criteria of independence as provided in Section 149 (6).
10. Remuneration Policy :
The Board on the recommendation of the Nomination and Remuneration
Committee has framed a Remuneration Policy which includes (a) criteria
for determining the qualifications, positive attributes and
independence of a director and (b) matters relating to the
remuneration for directors, key managerial personnel and other
employees. The detailed Remuneration Policy is placed on the
Company's website www.hhclbajaj.com.
11. Particulars of Loans. Guarantees and Investments :
The Company has not given any loans/guarantees to any other entities
during the financial year. Information regarding Investments covered
under the provisions of Section 186 of the Companies Act, 2013 is
mentioned in detail in the financial statements annexed to this
Report.
12. Related Party Transactions :
There were no related party transactions entered into by the Company
during the financial year which attracted the provisions of Sec 188 of
the Companies Act, 2013 as all related party transactions that were
entered into by the Company during the year were on an arm's length
basis and were in the ordinary course of the Company's business. Hence
there are no transactions which are required to be disclosed in Form
AOC-2.
13. Material Changes and Commitments :
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end
of the financial year of the Company and the date of this report.
14. Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo :
The Company being a Service Company and not having carried out any
manufacturing activities during the year under review, the Directors
have nothing to report on 'Conservation of Energy1 'Research &
Development' and Technology Absorption' as required to be given under
the Companies (Accounts) Rules, 2014.
Further, there were no foreign exchange earnings and/or outgo during
the year under review.
15. Deposits :
The Company has not invited, accepted or renewed any deposits within
the meaning of the provisions of Sections 2(31) and 73 of the
Companies Act 2013 read with the Companies (Acceptance of Deposit)
Rules, 2014, during the year under review,
16. Significant and Material Orders passed by the Regulators or Courts
:
There were no significant and material orders passed by the Regulators
and Courts or Tribunals during the year under review which would
impact the going concern status of the Company and its future
operations.
17. Risk Management Policy:
The Board has laid down procedures for assessing the risk and
procedure to be followed for risk minimization, including
identification therein of elements of risk which may threaten the
existence of the Company. These are periodically reviewed to ensure
that Management identifies and controls risk through a properly
defined framework.
18. Corporate Social Responsibility :
The Company has not crossed the threshold limits as specified in
Section 135 of the Companies Act, 2013. Hence, the provisions of
Section 135 of the Companies Act, 2013 relating to CSR initiatives
which need to be undertaken by a Company are not applicable to this
Company. >
19. Performance Evaluation of the Board :
Pursuant to the provisions of the Companies Act, 2013 the Board has
carried out an annual performance evaluation of its own performance,
and that of its Committees and individual directors. The manner in
which such formal annual evaluation was made by the Board is given
below:
* Performance Evaluation Criteria for Board, Committees of the Board
and Directors were approved by the Board at its meeting held on 27th
March, 2015.
* Based on the said criteria, Annual Rating sheets were filled by
each of the directors with regard to evaluation of performance of the
Board, its Committees and Directors (except for the director being
evaluated) for the year under review.
* A consolidated summary of the Ratings given by each of the
directors was then prepared, based on which a Report of performance
evaluation was prepared by the Chairman of the Nomination &
Remuneration Committee in respect of the performance of the Board, its
Committees and Directors during the year under review.
* The Report of performance evaluation so arrived at was then noted
and discussed by the Nomination & Remuneration Committee and Board at
their meetings held on 28th May 2015.
* As per the report of performance evaluation, the Board shall
determine, inter alia, whether to continue the term of appointment of
the director. During the year under review, there was no occasion to
review on the continuance of the term of appointment of any of the
directors and hence the question of taking a decision on their
re-appointment did not arise.
20. Adequacy of Internal Financial Controls :
Internal financial controls with reference to the financial statements
were adequate and operating effectively.
21. Directors and Key Managerial Personnel:
Pursuant to Section 149 (I) of the Companies Act, 2013, Shri Vinaya
Mehrotra and Shri Vinod Nevada, the existing Directors of the Company
were appointed as Independent Directors for a period of 5 (Five)
years, at the meeting of the Board of Directors held on 5th February,
2015 subject to the shareholders' approval in the ensuing Seventy
Ninth Annual General Meeting of the Company.
Pursuant to second proviso to Section 149(1) of the Companies Act,
2013, Smt. Minal Bajaj was appointed as an Additional Director of the
Company in the category of Non-Executive Promoter Director, at the
meeting of the Board of Directors held on 5th February, 2015 and she
holds office as such upto the date of the ensuing Seventy Ninth Annual
General Meeting of the Company.
Shri Vinaya Mehrotra, Shri Vinod Nevatia and Smt. Minal Bajaj are
eligible for appointment as Directors of the Company. They have
consented to continue to act as Directors of the Company, if appointed
and being eligible have offered themselves for appointment. The Board
recommends their appointment.
Shri Sanjivnayan Bajaj, Director of the Company retires by rotation
and being eligible offers himself for reappointment. The Board
recommends his reappointment.
Shri Niraj Bajaj resigned as a Director of the Company with effect
from 6th February, 2015.
Pursuant to Section 203 of the Companies Act, 2013 and Clause 47(a) of
the Listing Agreement, Mrs. Meeta Khalsa was appointed as the Company
Secretary and Compliance Officer of the Company and Mr. Vijay Bohra
was appointed as the Chief Financial Officer of the Company.
22. Board of Directors :
As per the provisions of Sec 149 of the Companies Act, 2013 read with
the rules made thereunder, the Company is required to have at least
one third of the total number of directors as independent directors
and at least one woman director on its Board. As on 31 " March 2015,
the Board of Directors of the Company consisted of four directors, of
whom two were non-executive independent and two were non-executive and
non-independent (including one woman director) as per details given in
the Table below. The Board has no institutional nominee directors. The
Company has a non-executive Chairman.
Name of the Director Category
1 Shri Vinaya Mehrotra Chairman, Non Executive & Independent
2 Shri Vinod Nevatia Non Executive & Independent
3 Shri Sanjivnayan Bajaj Non Executive
4 Smt. Minal Bajaj Non Executive
23. Board Committees :
Audit Committee
Pursuant to the Section 177 of the Companies Act, 2013, an Audit
Committee was constituted by the Board at its meeting held on 5th
February, 2015 with the following members:
1. Shri Vinaya Mehrotra (Chairman)
2. Shri Vinod Nevada (Member)
3. Smt. Minal Bajaj (Member)
Vigil Mechanism
Pursuant to the Section 177(9) of the Companies Act, 2013, a Vigil
Mechanism has been established by the Board at its meeting held on 5th
February, 2015. The policy is posted on the website of the Company
www.hhclbajaj.com.
Nomination and Remuneration Committee
Pursuant to the Section 178 of the Companies Act, 2013, a Nomination
and Remuneration Committee was constituted by the Board at its meeting
held on 5th February, 2015 with the following members:
1. Shri Vinod Nevada (Chairman)
2. Shri Vinaya Mehrotra (Member)
3. Smt. Minal Bajaj (Member)
24. Presentation of Financial Results :
The financial results of the Company for the financial year ended 31
" March 2015 have been disclosed as per Schedule III to the
Companies Act, 2013.
25. Statutory Disclosures:
Disclosure of particulars as required to be given under Section 197 of
the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 are as follows :
(a) The Company does not pay any remuneration to its Directors except
payment of sitting fees for attending meetings of the Board of
Directors and its Committees as a member thereof.
(b) The Company does not pay any remuneration to its Key Managerial
Personnel.
(c) The Company did not have any employee whose particulars are
required to be given by it under Rule 5(2) & 5(3) of the aforesaid
Rules.
(d) Particulars of other employees of the Company shall be made
available to any shareholder on a specific request made by him in
writing.
A Cash Flow Statement of the Company for the financial year 2014-2015
is attached to the Balance Sheet.
The Company does not have any subsidiaries, associates or joint
venture companies.
26. Corporate Governance:
As per Circular dated 15/09/2014 issued by SEBI, the provisions of
revised Clause 49 of the Listing Agreement relating to Corporate
Governance are not applicable to the Company as the paid up equity
share capital of the Company did not exceed Rs. 10 crores and the Net
Worth of the Company as on 31.03.2014 did not exceed Rs.25 crores.
27. Auditors:
(a) Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the rules made thereunder, the current auditors of the Company,
M/s K.K. Mankeshwar & Co., Chartered Accountants (Firm Registration
No. 106009W) were appointed for a term of two consecutive years by the
shareholders at the 78th Annual General Meeting and they hold office
until the conclusion of the 80th Annual General Meeting, subject to
ratification by shareholders at each Annual General Meeting.
The members are requested to ratify the appointment of M/s K.K.
Mankeshwar & Co., Chartered Accountants (Firm Registration No.
106009W) as Statutory Auditors of the Company and to fix their
remuneration for the financial year 2015-2016.
The Statutory Audit Report does not contain any qualification,
reservation or adverse remark or disclaimer made by the Statutory
Auditor.
(b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the rules made thereunder, the Company had appointed DKM &
Associates, Company Secretaries, (CP No: 5976), to undertake the
Secretarial Audit of the Company for the Financial Year 2014-2015. The
Secretarial Audit Report for the year under review does not contain
any qualification, reservation or adverse remark or disclaimer made by
the Secretarial Auditor.
The Secretarial Audit Report in Form MR-3 is annexed to this report as
Annexure B.
For and on behalf of the Board of Directors
The Hindustan Housing Company Ltd.
(Vinaya Mehrotra)
Chairman
(DIN: 00038732)
Mumbai :28th May, 2015
|