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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of HB Stockholdings Ltd.

Mar 31, 2025

Your Directors are pleased to present the 38^th Annual Report together with the Audited
Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^stMarch, 2025.

FINANCIAL RESULTS

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

Particulars	Standalone		Consolidated
	Year Ended 31.03.2025	Year Ended 31.03.2024	Year Ended 31.03.2025	Year Ended 31.03.2024
Interest Income	111.14	149.59	111.14	149.59
Dividend Income	40.32	48.27	40.32	48.27
Net Profit in Equity Derivative trading/ Share Dealing	-	992.36	0	992.36
Net gain on fair value change	-	3246.23	0	3246.23
Total Revenue from Operations	151.46	4436.45	151.46	4436.45
Other Income	3.62	6.25	3.62	6.25
Total Income	155.08	4442.70	155.08	4442.70
Expenses	1174.43	323.31	1177.11	325.62
Profit / (Loss) Before Tax	(1019.35)	4119.39	(1022.03)	4117.08
Tax Expense	179.35	363.57	179.35	363.57
Profit / (Loss) After Tax	(1198.70)	3755.82	(1201.38)	3753.51
Profit / (Loss) for the year	(1198.70)	3755.82	(1201.38)	3753.51
Other Comprehensive Income for the year, net of tax	(2.32)	29.25	(2.32)	29.25
Total Comprehensive Income for the year	(1201.02)	3785.07	(1203.70)	3782.76

DIVIDEND

The directors are pleased to recommend a dividend of Re. 11- (Rupee One Only) per equity
share of face value of Rs. 10/- (Rupees Ten Only) each (i.e. 10%) for the Financial Year ended
31^st March, 2025.

The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members
within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax
at source).

TRANSFER TO GENERAL RESERVE

The Board of Directors of your Company has decided not to transfer any amount to the General
Reserve for the year under review.

PERFORMANCE REVIEW

In the Financial Year 2024-25, the Indian stock market witnessed very high volatility with
benchmark stock indices Sensex and Nifty making decent gains in the first half but losing in the
second half of the year due to geopolitical tensions, FII outflows, change in the US government,
lesser than anticipated rate cuts by the US Federal Reserve etc.

The Nifty 50 Index opened at 22,455 on 01^st April, 2024, rose to 26,135 on 30^th September, 2024
and declines to 23,519 on 31^st March, 2025.

I. Consolidated Performance

During the Financial Year under review, the Company reported Total Revenue of Rs.

151.46 Lakhs compared to Rs. 4436.36 Lakhs in the previous financial year. The Net loss
after tax stood at Rs. 1201.38 Lakhs compared to Net Profit after tax of Rs. 3753.51 Lakhs
in the previous financial year.

II. Standalone Performance

During the Financial Year under review, the Company reported Total Revenue of Rs.

151.46 Lakhs compared to Rs. 4436.36 Lakhs in the previous financial year. The Net loss
after tax stood at Rs. 1198.70 Lakhs compared to Net Profit after tax of Rs. 3755.82 Lakhs
in the previous financial year.

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

STATUTORY STATEMENTS

(i) Share Capital

The Paid-up Equity Share Capital as on 31^st March, 2025 stood at Rs. 7,13,76,650/-
comprising of 7137665 Equity Shares of Rs. 10/- each. During the year under review,
the Company has not issued any Shares with differential voting rights or granted stock
options, sweat equity etc.

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, Six (6) Board Meetings were convened and held. The
details of such meeting(s) are given in the Corporate Governance Report, which forms an
integral part of this Report.

(iii) Committees of the Board

The Company has several Committees which have been established in compliance with
the requirement of the relevant provisions of applicable laws and statutes. As on 31^stMarch, 2025, the Board has four committees namely, Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Risk Management
Committee. A detailed note on the composition of the Committees is provided in the
Corporate Governance Report, which forms an integral part of this Report.

(iv) 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.

(v) 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.

(vi) 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.

(vii) 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
Rule 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 year is
NIL and total foreign exchange out go during the year under review and the previous year
is NIL.

(viii) Change in the Nature of Business

There is no change in the nature of business of the Company during the year under
review.

(ix) Maintenance of cost records

The nature of Company''s business / activities is such that maintenance of cost records
under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

(x) Material Changes and commitments

No material changes and commitments have occurred between the end of the financial
year to which the financial statements relate and date of this report, affecting the financial
position of the Company.

(xi) Reporting of frauds by the Auditors

No fraud has been noticed or reported by the Statutory Auditor''s during the course of their
Audit.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

(i) Subsidiaries

The Company has following Subsidiary as on 31^st March, 2025:

Name of the Company	As on 31^st March, 2025
Name of the Company	No. of Shares	% of holding
Mount Finance Limited	1280006	100.00%

A separate statement containing the salient features of the Financial Statement of the
Company''s Subsidiary in Form AOC-1 is provided along with Financial Statements in
terms of Section 129(3) of the Companies Act, 2013. The Financial Statements of the
Subsidiary Company will be made available upon request by any Member of the Company
interested in obtaining the same. The Annual Accounts of the Subsidiary Company is also
available on the website of the Company at https://www.hbstockholdings.com/.

As per the threshold provided under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, there is no material subsidiary identified for F.Y. 2024Â¬
25. The Company also has a Policy for Determining Material Subsidiaries in compliance
with the provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The said Policy is available on the website of the Company having
following web-link,

https://www.hbstockholdings.com/wp-content/uploads/2025/02/MATERIAL-

SUBSIDIARY.pdf

(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 Section 2(6) of the Companies Act, 2013, the Company is not having any
Associate Company during the year under review.

MANAGEMENT DISCUSSION & 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;
a Report on the Corporate Governance together with the Compliance Certificate from the
Company''s Statutory Auditors confirming compliance(s) forms an integral part of this report.
WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provisions of Section 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 is available on the website of
the Company having following web-link https://www.hbstockholdings.com/wp-content/
uploads/2025/04/Whistle-Blower-Policy.pdf
RELATED PARTY TRANSACTIONS

All 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 except one material related
party transaction with HB Estate Developers Limited, to subscribe 1000000 (Ten Lakhs)
Convertible Warrants of HB Estate Developers Limited, each convertible into 1 (One) Equity
Share having face value of Rs. 10/- each (Rupees Ten each) fully paid up for cash at a price of
Rs. 65.25/- (Rupees Sixty Five and Paise Twenty Five only) by paying 25% of the exercise price
as Application Money.

Pursuant to Member''s approval obtained in the Extra-Ordinary General Meeting held on 11^thMarch, 2024, the above mentioned warrants were subscribed by the Company on 15^th April,
2024 and the same were allotted on 17^th April, 2024.

Thereafter, the Company paid the balance 75% of the issue price and on March 27, 2025 was
allotted 1000000 equity shares against 1000000 warrants held at an issue price of ?65.25/-
(including a premium of ?55.25/-) per Equity Share by HB Estate Developers Limited in
accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (''SEBI ICDR'').

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h)
of the Companies Act, 2013 is provided in âANNEXURE - Iâ in the prescribed forma Form No.
AOC-2.

Except, Mr. Lalit Bhasin, Mr. Anil Goyal and Mrs. Asha Mehra, none of the Directors had any
pecuniary relationships or transactions vis-&-vis the Company in the aforesaid transaction.

The Audit Committee has accorded its omnibus approval for the said transactions. The details
of all related party transactions entered by the Company during the Financial Year 2024-25 are
disclosed in Note No. 30 of the Financial Statements.

Further, the Company also has 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 is available on the website of the Company having
following web-link,

chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://www.hbstockholdings.

com/wp-content/uploads/2025/04/RPT-Policy.pdf

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 as amended from time to
time. 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.

Further, the Policy and procedure for inquiry in case of leak of unpublished price sensitive
information or suspected leak of unpublished price sensitive information have been framed in
line with the provisions of the Insider Trading Regulations, as amended.

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 Company has a Policy for Preservation of
Documents & Archival thereof, which classify 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 is available on the website of the Company having following web link,
chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://www.hbstockholdings.
com/wp-content/uploads/2024/10/3-Preservation-and-Archival-of-Documents.pdf
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

In terms of RBI''s Scale Based Regulations (SBR) effective from 01^st October, 2022, 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 and adopted a Policy
on prevention, prohibition and redressal of sexual harassment at workplace and constituted an
Internal Complaint Committee 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 Company has complied with provisions relating to constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Internal Complaint Committee comprises of following members:

(i) *Mrs. Banmala Jha, Presiding Officer (Manager - HB Estate Developers Ltd.)

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

(iii) Mr. Mahesh Kumar Gupta, Member (Chief Financial Officer)

(iv) *Mrs. Reema Miglani (Company Secretary)

(*) Appointed w.e.f 24^th December, 2024

The Company conducted a session for employees to made them aware about the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and rules made there under and the provisions of Internal Complaint Policy of the
Company.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 is provided in the Corporate Governance Report which forms an
integral part of this Report.

COMPLIANCE WITH THE PROVISIONS RELATING TO MATERNITY BENEFIT ACT, 1961

The Company continues to comply with the provisions of the Maternity Benefit Act, 1961, as
amended. All eligible female employees are provided with maternity benefits in accordance with
the statutory requirements, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

However, there were no instances of non-compliance reported during the year under review.

Further, during the period under review, the number of female employees in the Company was
less than fifty; therefore, the Company was not required to provide creche facilities.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business, the
size and complexity of its operations and such internal financial controls with reference to the
Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the
Management Discussion and Analysis, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135(9) of the Companies Act, 2013, all the functions of the
CSR Committee are discharged by the Board of Directors of the Company as the Company''s
CSR Obligation is less than 50 Lakhs and thus requirement of constitution of Corporate Social
Responsibility Committee is not applicable.

Further as per the provision of Section 135 of the Companies Act, 2013, every Company having
net worth of Rs. 500 Crore or more, or Turnover of Rs. 1000 Crore or more or a Net Profit of
Rs. 5 Crore or more during the immediately preceding financial year is required to spend in
every financial year, at least two percent (2%) of the average net profits made during the three
immediately preceding financial years, in pursuance of the CSR Policy.

The Net Profit during the immediately preceding Financial Year 2023-24 was Rs. 1764.36
Lakhs, therefore the Company was required to spend at least two percent (2%) of the average
net profits of the Company made during the three immediately preceding financial year, in
pursuance of the CSR Policy as per the provisions of section 135 of the Companies Act, 2013
read with FAQs issued by MCA.

The Average Net Profit for the preceding three financial years calculated as per the provisions of
Section 198 of the Companies Act, 2013 was Rs. 1257.60 Lakhs. Accordingly, the Company was
required to spend Rs. 25.15 Lakhs on the CSR activities during the financial year 2024-2025.

Brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on
CSR activities in accordance with Schedule VII of the Companies Act, 2013 during the financial
year 2024-25 is provided in âANNEXURE - IIâ in the format prescribed under Companies (CSR
Policy) Amendment Rules, 2022. The complete CSR Policy as approved by the Board can be
accessed on the Company''s Website having the following web link,

http://www.hbstockholdings.com/Investor%20Information/CSR/index.html
AUDITORS AND AUDITORSâ REPORT

(i) Statutory Auditors

The Shareholders in the 35^th Annual General Meeting held on 22^nd September, 2022 had
appointed M/s. N.C. Aggarwal & Co., Chartered Accountants (FRN: 003273N) as the
Statutory Auditors of the Company for a term of five (5) consecutive years i.e. from the
conclusion of the 35^th Annual General Meeting to the conclusion of 40^th Annual General
Meeting to be held in the year 2027.

There are no qualifications, reservation, adverse remark, observations, comments
or disclaimer given by the Auditors in their Report. The Report given by the Statutory
Auditors on the Financial Statements of the Company for the Financial Year 2024-25, is
part of the Annual Report and self-explanatory.

(ii) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, ''Marv & Associates LLP'', Chartered Accountants, New Delhi
have been re-appointed to perform the duties of the Internal Auditors of the Company
for the Financial Year 2024-25 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 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Mr. A.N. Kukreja, Proprietor, ''A.N Kukreja & Co.'', Company Secretary in Practice
have been appointed for a term of 5 (five) consecutive years commencing from Financial
Year 2025-26 to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is enclosed as a part of this report as âANNEXURE - IIIâ.

The Secretarial Auditors have made a qualification in their Secretarial Audit Report.

Our Response: The Management is of the view that the Company has duly complied
with the provisions of Reg 17(1A) as the Shareholders'' approval was obtained within the
prescribed timeline and prior approval is not stipulated. The Company filed an appeal with
Hon''ble SAT against the decision of Stock Exchanges.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

During the year under review:

a) Mr. Yash Kumar Sehgal (DIN: 03641168) was appointed as an Additional Director
in the capacity of Non-Executive Independent Director of the Company with effect
from 17^th May, 2024. The appointment of Mr. Sehgal was regularised by the
members in the last Annual General Meeting held on 09^th August, 2024.

b) Mr. Lalit Bhasin has been appointed as the Executive Chairman of the Company
with effect from 17^th May, 2024, liable to retire by rotation. The appointment of Mr.
Lalit Bhasin was approved by the members in the last Annual General Meeting held
on 09^th August, 2024.

c) Mr. Naresh Khanna has been re-appointed as Manager being the Key Managerial
Personnel of the Company w.e.f. 17^th May, 2024. The appointment of Mr. Naresh
Khanna was approved by the members in the last Annual General Meeting held on
09^th August, 2024.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Ashish Kapur (DIN:
00002320), 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 to the Shareholders and a resolution related to his re-appointment is
covered in item no. 3 of the Notice of ensuing 38^th Annual General Meeting.

Further, after the closing of Financial Year on May 7, 2025, Mrs. Anita Jain was appointed
as Additional Director in the capacity of Non-Executive Independent Director, subject to
approval of Shareholders in the ensuing General Meeting for a period of 5 consecutive
years w.e.f. 07^th May, 2025, not liable to retire by rotation.

Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished
in the explanatory statement to the notice of the ensuing 38^th Annual General Meeting.

(b) Declaration from Independent Directors

The Company has 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 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Company has a Nomination and Remuneration 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.

Brief outline / salient features of the Nomination and Remuneration Policy are as follows:

> Nomination and Remuneration Committee has been empowered inter-alia to carry
out the following functions:

â¢ Identification and selection of persons for appointment as Director, KMP or
at Senior Management level considering their qualification, experience and
integrity.

â¢ Determining the appropriate size, diversity and composition of the Board.

â¢ Developing a succession plan for the Board and Senior Management of the
Company.

â¢ To recommend all remuneration, in whatever form, payable to senior
management.

â¢ Considering and determining the remuneration based upon the performance
to attract retain and motivate members of the Board.

â¢ Approving the remuneration of the Senior Management including KMPs of
the Company.

â¢ Evaluation of performance of the Board, its committees, individual directors
and Senior Management Personnel on yearly basis.

â¢ To extend or continue the term of appointment of the Independent Director,
on the basis of the report of performance evaluation of Independent
Directors.

> Executive Directors / Managing Director are paid remuneration as per applicable
provisions of the Companies Act, 2013 and rules made there under.

> Non-Executive Directors are paid sitting fees for attending each meeting of the
Board of Directors and the Committees constituted by the Board. The sitting fee for
each meeting of Board of Directors and the Committee of Directors has been fixed
by the Board of Directors within the overall ceiling laid down under the Companies
Act, 2013.

The complete Nomination and Remuneration Policy of the Company is available on the
website of the Company having following web-link: https://www.hbstockholdings.com/
wp-content/uploads;2024/10/NRC.pdf

(d) Board Diversity

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

(e) 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
of Directors 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 in their meeting held on
12^th February, 2025. The manner in which the evaluation has been carried out is explained
in the Corporate Governance Report.

The Independent Directors also in their meeting held on 12^th February, 2025 reviewed the
performance of Non-Independent Directors, the Board as a whole and the Chairman on
the basis of structured questionnaire covering various aspects of the Board''s functioning
such as adequacy of the composition of the Board and its Committees, execution and
performance of specific duties, obligations and governance. They also assessed the
quality, quantity and timeliness of flow of information between the Management of the
Company and the Board. The Independent Directors expressed Non-Independent
Directors are devoting their time, energy and expertise towards the progress of the
Company and the Chairman with his rich expertise has guided the directors in their
performance towards the progress of the Company.

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

The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of
the Company is furnished hereunder:

(i) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year; and the percentage increase
in remuneration of each Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the Financial Year.

Sr. No.	Name	Category	Ratio/Times per Median of employee remuneration	% Increase in remuneration
1.	Mr. Lalit Bhasin*	Chairman (Executive)	34.16	N.A
2.	Mr. Anil Goyal	Director (Non-Executive)	N.A	N.A
3.	Mr. Ashish Kapur	Director (Non-Executive)	N.A	N.A
4.	Mr. Harbans Lal	Director (Non-Executive)	N.A	N.A
5.	Mr. Gulshan Rai	Director (Non-Executive)	N.A	N.A
6.	Mrs. Asha Mehra	Director (Non-Executive)	N.A	N.A
7.	Mrs. Urvija Shah	Director (Non-Executive)	N.A	N.A
8.	Mr. Yash Kumar Sehgal	Director (Non-Executive)	N.A	N.A
9.	Mr. Mahesh Kumar Gupta	Chief Financial Officer		11.16
10.	Mr. Naresh Khanna	Manager		3.12
11.	Mrs. Reema Miglani	Company Secretary		5.34

*Appointed as Executive Chairman w.e.f 17^th May, 2024.

The Non-Executive Directors are paid only sitting fees for attending meeting of the Board of

Directors and the Committees constituted by the Board.

(ii) The increase in the median remuneration in current Financial Year as compared to
previous Financial Year is 21.89%.

(iii) There are Nine (9) permanent employees on the rolls of the Company as on 31^st March,
2025.

(iv) Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last Financial Year is 18.97% as compared to the 6.95%
percentile increase made in the managerial remuneration of the KMP(s).

(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for
Directors, Key Managerial Personnel and other Employees.

(vi) Statement of particulars of employees pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 for the year ended 31^st March, 2025:

a) Details of top ten employee in terms of remuneration drawn as on 31^st March, 2025:

Sl. No.	Name	Designation	Gross Remuneration received (In Rs.)	Nature of Employment	Qualification	Experience (In Year)	Date of Commencement of Employment	Age (In Year)	Last EmployÂ¬ ment held before joining the Company	Number & Percentage of Equity Shares held	Whether any such employee is a relative of any director or manager of the company
	Mr. Lalit Bhasin	Chairman & Executive Director	1,93,95,161	Permanent	B. Com (Honours)	36	16-08-1989	57	N.A	3678691 & 51.54%	No
2	Mr. Mahesh Kumar Gupta	Chief Financial Officer	31,06,340	Permanent	CMA & B.com (Honours),	35	13-03-1995	56	Hero Cycle Limited		No
3	Mr. Naresh Khanna	Manager	26,45,000	Permanent	B. Com, CS Inter	37	22-02-2021	61	Oriental Bank of Commerce		No
4	Mrs. Reema Miglani	Company Secretary	13,02,300	Permanent	CS	9	18-05-2022	30	Arun Gupta & Associates		No
5	Mr. Murari Lal	Accountant	5,67,696	Permanent	M.com	26	04-11-2006	50	Sudesh Soni & Co. (CA Firm)		No
6	Mr. Prashant Kumar	Officer - Investment	4,71,070	Permanent	M.com	9	15-03-2021	30	Chaudhary Construction Co. Pvt. Ltd.		No
7	Mr. Jitendra Kumar Verma	Secretarial Assistant	3,95,665	Permanent	LLB	18	08-07-2015	45	HB Portfolio Ltd.		No
8	Mr. Ganga Singh Rawat	Assistant	2,84,418	Permanent	Matric	27	01-04-2017	54	QR Properties Pvt. Ltd.		No
9.	Mr. Arun Kumar#	Assistant	2,99,149	Permanent	Graduate	30	01-08-2024	12	RRB Master Securities Delhi Ltd.		No

(#) Appointed w.e.f. 01^stAugust, 2024.

Note: There are total 9 (nine) employees, details of which are given hereinabove.

c) Details of the Employees, who were in receipt of remuneration aggregating Rs. 1,02,00,000/- or more per annum: None

d) Details of the Employees, who were employed for part of the Financial Year and was in receipt of remuneration not less than Rs. 8,50,000/- per month:

Sl.

No.

Name

Designation

Gross

Remunera-tion
received
(In Rs.)

Nature of
Employment

Qualification

Experience
(In Year)

Date of

Commencement
of Employment

Age

(In Year)

Last

Employment
held before
joining the
Company

Number &
Percen-tage
of Equity
Shares held

Whether any
such employee
is a relative of
any director or
manager of the
company

Mr. Lalit Bhasin*

Chairman &
Executive Director

1,93,95,161

Permanent

B. Com
(Honours)

16-08-1989

N.A

3678691&

51.54%

nppun ucu ao lacuuuvc umicuiui ui i may i /, cuat

e) Details of the Employees, who were employed throughout the Financial Year or part
thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case
may be, at a rate which, in the aggregate, is in excess of that drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse
and dependent children, not less than two percent of the equity shares of the Company:

None

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).

ANNUAL RETURN

The Annual Return (Form MGT-7) is available on the website of the Company having following
web link,

https://www.hbstockholdings.com/wp-content/uploads/2025/01/Form MGT 7 10092024.
pdf

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There was no pending proceeding or application has been made under the Insolvency and
Bankruptcy Code, 2016.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

The requirement to disclose the details of difference between amount of the valuation done
at the time of onetime settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof is not applicable.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

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

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

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

e) the Directors had laid down Internal Financial Controls to be followed by the Company
and that such Internal Financial Controls are adequate and were operating effectively;
and

f) 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.

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 of
HB Stockholdings Limited

SD/-

LALIT BHASIN
(Chairman)

Place: Gurugram DIN: 00002114

Date: 7^th May, 2025

Mar 31, 2024

Your Directors are pleased to present the 37^th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^stMarch, 2024.

FINANCIAL RESULTS

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

(Amount in Rs. Lakhs)
Particulars	Standalone		Consolidated
Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
Interest Income	149.59	112.81	149.59	112.81
Dividend Income	48.27	39.62	48.27	39.62
Net Profit in Equity Derivative trading/ Share Dealing	992.36	145.53	992.36	145.53
Net gain on fair value change	3246.23	0.00	3246.23	0.00
Total Revenue from Operations	4436.45	297.96	4436.45	297.96
Other Income	6.25	0.91	6.25	0.91
Total Income	4442.70	298.87	4442.70	298.87
Expenses	323.31	504.75	325.62	510.20
Profit / (Loss) Before Tax	4119.39	(205.88)	4117.08	(211.33)
Tax Expense	363.57	(10.04)	363.57	(10.04)
Profit / (Loss) After Tax	3755.82	(195.84)	3753.51	(201.29)
Profit / (Loss) for the year	3755.82	(195.84)	3753.51	(201.29)
Other Comprehensive Income for the year, net of tax	29.25	(4.54)	29.25	(4.54)
Total Comprehensive Income for the year	3785.07	(200.38)	3782.76	(205.84)

DIVIDEND

The Directors are pleased to recommend a dividend of Rs 1.50/- (Rupee One and Paisa Fifty Only) per equity share of face value of Rs. 10/- (Rupees Ten Only) each (i.e. 15%) for the Financial Year ended 31^st March, 2024.

The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax at source).

TRANSFER TO GENERAL RESERVE

The Board of Directors of your Company has decided not to transfer any amount to the General Reserve for the year under review.

PERFORMANCE REVIEW

I. Consolidated Performance

During the Financial Year under review, the Company reported Total Revenue of Rs.

4436.45 Lakhs compared to Rs. 297.96 Lakhs in the previous financial year. The Net Profit After Tax stood at Rs. 3753.51 Lakhs compared to Net Loss After Tax of Rs. 201.29 Lakhs in the previous financial year.

II. Standalone Performance

During the Financial Year under review, the Company reported Total Revenue of Rs.

4436.45 Lakhs compared to Rs. 297.96 Lakhs in the previous financial year. The Net Profit After Tax stood at Rs. 3755.82 Lakhs compared to Net Loss After Tax of Rs. 195.84 Lakhs in the previous financial year.

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

STATUTORY STATEMENTS

(i) Share Capital

The Paid-up Equity Share Capital as on 31^st March, 2024 stood at Rs. 7,13,76,650/-comprising of 7137665 Equity Shares of Rs. 10/- each. During the year under review, the Company has not issued any Shares with differential voting rights or granted stock options, sweat equity etc.

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 (4) Board Meetings were convened and held. The details of such meeting(s) are given in the Corporate Governance Report, which forms an integral part of this Report.

(iii) Committees of the Board

The Company has several Committees which have been established in compliance with the requirement of the relevant provisions of applicable laws and statutes. As on 31^stMarch, 2024, the Board has four committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee. A detailed note on the composition of the Committees is provided in the Corporate Governance Report, which forms an integral part of this Report.

(iv) Public Deposits

During the year under review, 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.

(v) 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.

(vi) 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.

(vii) 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 Rule 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 year is NIL and total foreign exchange out go during the year under review and the previous year is NIL.

(viii) Change in the Nature of Business

There is no change in the nature of business of the Company during the year under review.

(ix) Maintenance of cost records

The nature of Company''s business / activities is such that maintenance of cost records under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

(x) Material Changes and commitments

No material changes and commitments have occurred between the end of the financial year to which the financial statements relate and date of this report, affecting the financial position of the Company.

(xi) Reporting of frauds by the Auditors

No fraud has been noticed or reported by the Statutory Auditor''s during the course of their Audit.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

(i) Subsidiaries

The Company has following Subsidiary as on 31^st March, 2024:

Name of the Company	As on 31^st March, 2024
Name of the Company	No. of Shares	% of holding
1. Mount Finance Limited	830006	100.00%

A separate statement containing the salient features of the Financial Statement of the Company''s Subsidiary in Form AOC-1 is provided along with Financial Statements in terms of Section 129(3) of the Companies Act, 2013. The Financial Statements of the Subsidiary Company will be made available upon request by any Member of the Company interested in obtaining the same. The Annual Accounts of the Subsidiary Company is also available on the website of the Company at https://www.hbstockholdings.com/.

As per the threshold provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no material subsidiary identified for F.Y. 2023-

24. The Company also has a Policy for Determining Material Subsidiaries in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy is available on the website of the Company having following web-link,

http://www.hbstockholdings.com/Investor%20Information/Corporate%20

Governance/index.html

(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 Section 2(6) of the Companies Act, 2013, the Company is not having any Associate Company during the year under review.

MANAGEMENT DISCUSSION & 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; a Report on the Corporate Governance together with the Compliance Certificate from the Company''s Statutory Auditors confirming compliance(s) forms an integral part of this report.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provisions of Section 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 is available on the website of the Company having following web-link,

http://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/

index.html

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. The Audit Committee has accorded its omnibus approval for the said transactions. The details of all related party transactions entered by the Company during the Financial Year 2023-24 are disclosed in Note No. 30 of the Financial Statements.

During the year under review, the Company has taken the approval of Members at their ExtraOrdinary General Meeting held on 11^th March, 2024 for a Material Related Party Transaction to subscribe 1000000 (Ten Lakhs) Convertible Warrants of HB Estate Developers Limited, a Related Party of the Company, each convertible into 1 (One) Equity Share having face value of Rs. 10/- each (Rupees Ten each) fully paid up for cash at a price of Rs. 65.25/- (Rupees Sixty Five and Paise Twenty Five only) by paying 25% of the exercise price as Application Money.

Further, after closing of Financial Year, the above mentioned warrants were subscribed by the Company on 15^th April, 2024 and the same were allotted on 17^th April, 2024.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form No. aOc-2 is not applicable for current Financial Year and will be a part of Annual Report for the Financial Year 2024-25 in which transaction was executed.

Except, Mr. Lalit Bhasin, Mr. Anil Goyal and Mrs. Asha Mehra, none of the Directors have any pecuniary relationships or transactions vis-&-vis the Company in the aforesaid transaction.

Further, the Company also has 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 is available on the website of the Company having following web-link,

http://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/

index.html

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 as amended from time to time. 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.

Further, the Policy and procedure for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information have been framed in line with the provisions of the Insider Trading Regulations, as amended.

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 Company has a Policy for Preservation of Documents & Archival thereof, which classify 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 is available on the website of the Company having following web link,

https://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/

index.html

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and constituted an Internal Complaint Committee 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 Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaint Committee comprises of following members:

(i) *Mrs. Radhika Khurana, Presiding Officer (Company Secretary - HB Estate Developers Ltd.)

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

(iii) Mr. Mahesh Kumar Gupta, Member (Chief Financial Officer)

(iv) *Mrs. Reema Miglani (Company Secretary)

(*) Appointed w.e.f 21^stDecember, 2023

The Company conducted a session for employees to make them aware about the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under and the provisions of Internal Complaint Policy of the Company.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided in the Corporate Governance Report which forms an integral part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135(9) of the Companies Act, 2013, all the functions of the CSR Committee are discharged by the Board of Directors of the Company as the Company''s CSR Obligation is less than 50 Lakhs and thus requirement of constitution of Corporate Social Responsibility Committee is not applicable.

Further as per the provision of Section 135 of the Companies Act, 2013, every Company having net worth of Rs. 500 Crore or more, or Turnover of Rs. 1000 Crore or more or a Net Profit of Rs. 5 Crore or more during the immediately preceding financial year is required to spend in every financial year, at least two percent (2%) of the average net profits made during the three immediately preceding financial years, in pursuance of the CSR Policy.

The Net Loss during the immediately preceding Financial Year 2022-23 was Rs. 195.84 Lakhs, therefore the Company was not required to spend any amount towards Corporate Social Responsibility (âCSRâ) during the year as per the provisions of section 135 of the Companies Act, 2013 read with FAQs issued by MCA.

AUDITORS AND AUDITORSâ REPORT(i) Statutory Auditors

The Shareholders in the 35^th Annual General Meeting held on 22^nd September, 2022 had appointed M/s. N.C. Aggarwal & Co., Chartered Accountants (FRN: 003273N) as the Statutory Auditors of the Company for a term of five (5) consecutive years i.e. from the conclusion of the 35^th Annual General Meeting to the conclusion of 40^th Annual General Meeting to be held in the year 2027.

There are no qualifications, reservation, adverse remark, observations, comments or disclaimer given by the Auditors in their Report. The Report given by the Statutory Auditors on the Financial Statements of the Company for the Financial Year 2023-24, is part of the Annual Report and self-explanatory.

(ii) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, ''Marv & Associates LLP'', Chartered Accountants, New Delhi have been re-appointed to perform the duties of the Internal Auditors of the Company for the Financial Year 2023-24 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, Mr. A.N. Kukreja, Proprietor, ''A.N Kukreja & Co.'', Company Secretary in Practice have been re-appointed to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report is enclosed as a part of this report as âANNEXURE - Iâ.

The Secretarial Auditors have not made any qualification, reservation or adverse remark or disclaimer in his Secretarial Audit Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

During the year under review, Mrs. Urvija Shah (DIN: 10155229) has been appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from 23^rd May, 2023. The appointment of Mrs. Shah was regularised by the members in the last Annual General Meeting held on 19^th August, 2023.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Lalit Bhasin (DIN: 00002114), 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 to the Shareholders and a resolution related to his re-appointment is covered in Item no. 3 of the Notice of ensuing 37^th Annual General Meeting.

Mr. Lalit Bhasin has been appointed as the Executive Chairman of the Company with effect from 17^th May, 2024, liable to retire by rotation along with remuneration to be paid to him. Mr. Lalit Bhasin satisfies all the conditions set out in Part-I of Schedule V of the Companies Act, 2013 (including any amendments thereto) as also the conditions set out under sub-section (3) of Section 196 of the Companies Act, 2013 for being eligible for appointment and the Company has also received requisite consent from him to act as Executive Chairman of the Company and a declaration that he is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority. The Board of Directors on the recommendation of Nomination & Remuneration, recommends to the Shareholders, appointment of Mr. Lalit Bhasin as Executive Chairman of the Company for a period of Five (5) Years with effect from 17^th May, 2024 to 16^th May, 2029, liable to retire by rotation along with remuneration to be paid to him. A resolution related to his re-appointment including remuneration is covered in Item no. 4 of the Notice of ensuing 37^th Annual General Meeting.

Mr. Naresh Khanna has been re-appointed as Manager being the Key Managerial Personnel of the Company w.e.f. 17^th May, 2024. The Board of Directors on the recommendation of the Nomination and Remuneration Committee, recommends to the Shareholders, re-appointment of Mr. Naresh Khanna as Manager being the Key Managerial Personnel of the Company for a period of three (3) years with effect from 07^thJune, 2024 to 06^th June, 2027 considering his extensive knowledge and experience in the domain of investments. A resolution related to his re-appointment is covered in Item no. 5 of the Notice of ensuing 37^th Annual General Meeting.

Mr. Yash Kumar Sehgal (DIN: 03641168) has been appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from 17^th May, 2024 who holds office up to the date of the ensuing Annual General Meeting. The Company has received a declaration to the effect that he is not disqualified under subsection (2) of Section 164 of the Companies Act, 2013 and is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority. In the opinion of the Board, Mr. Yash Kumar Sehgal fulfils the conditions specified in the Act and the criteria of Independent Director in terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 and he is independent of the management. The Board of Directors on the recommendation of the Nomination and Remuneration Committee, recommends to the Shareholders, appointment of Mr. Yash Kumar Sehgal as NonExecutive Independent Director of the Company for a term of five (5) consecutive years w.e.f 17^th May, 2024 based on his knowledge, background and extensive experience in the finance and framing policies and procedures. The appointment of Mr. Sehgal will be an invaluable input to the Company''s strategic direction and decision making. A resolution related to his appointment is covered in Item no. 6 of the Notice of ensuing 37^th Annual General Meeting.

Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing 37^th Annual General Meeting.

(b) Declaration from Independent Directors

The Company has 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 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c) Nomination and Remuneration Policy

The Company has a Nomination and Remuneration 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.

Brief outline / salient features of the Nomination and Remuneration Policy are as follows:

> Nomination and Remuneration Committee has been empowered inter-alia to carry out the following functions:

â¢ Identification and selection of persons for appointment as Director, KMP or at Senior Management level considering their qualification, experience and integrity.

â¢ Determining the appropriate size, diversity and composition of the Board.

â¢ Developing a succession plan for the Board and Senior Management of the Company.

â¢ To recommend all remuneration, in whatever form, payable to senior management.

â¢ Considering and determining the remuneration based upon the performance to attract retain and motivate members of the Board.

â¢ Approving the remuneration of the Senior Management including KMPs of the Company.

â¢ Evaluation of performance of the Board, its committees, individual directors and Senior Management Personnel on yearly basis.

â¢ To extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

> Executive Directors / Managing Director are paid remuneration as per applicable provisions of the Companies Act, 2013 and rules made there under.

> Non-Executive Directors are paid sitting fees for attending each meeting of the Board of Directors and the Committees constituted by the Board. The sitting fee for each meeting of Board of Directors and the Committee of Directors has been fixed by the Board of Directors within the overall ceiling laid down under the Companies Act, 2013.

The complete Nomination and Remuneration Policy of the Company is available on the website of the Company having following web-link,

http ://www.hbstockholdinas.com/lnvestor%20lnformation/Corporate%20 Governance/index.html

(d) Board Diversity

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

(e) 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 of Directors 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 in their meeting held on 12^th February, 2024. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors also in their meeting held on 12^th February, 2024 reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairman on the basis of structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance. They also assessed the quality, quantity and timeliness of flow of information between the Management of the Company and the Board. The Independent Directors expressed Non-Independent Directors are devoting their time, energy and expertise towards the progress of the Company and the Chairman with his rich expertise has guided the directors in their performance towards the progress of the Company.

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

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Company as on 31^st March, 2024 is furnished hereunder:

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year.

Sr. No.	Name	Category	Ratio/Times per Median of employee remuneration	% Increase in remuneration
1.	Mr. Lalit Bhasin*	Director (Non-Executive)	N.A	N.A
2.	Mr. Anil Goyal	Director (Non-Executive)	N.A	N.A
3.	Mr. Ashish Kapur	Director (Non-Executive)	N.A	N.A
4.	Mr. Harbans Lal	Director (Non-Executive)	N.A	N.A
5.	Mr. Gulshan Rai	Director (Non-Executive)	N.A	N.A
6.	Mrs. Asha Mehra	Director (Non-Executive)	N.A	N.A
7.	Mrs. Urvija Shah	Director (Non-Executive)	N.A	N.A
7.	Mr. Mahesh Kumar Gupta	Chief Financial Officer		12.67
8.	Mr. Naresh Khanna	Manager		No Increase
9.	Ms. Reema Miglani	Company Secretary		33.33
*Appointed as Executive Chairman w.e.f 17^th May, 2024.

The Non-Executive Directors are paid only sitting fees for attending meeting of the Board of

Directors and the Committees constituted by the Board.

(ii) The increase in the median remuneration in current Financial Year as compared to previous Financial Year is 19.18%.

(iii) There are Eight (8) permanent employees on the rolls of the Company as on 31^st March, 2024.

(iv) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year is 12.23% as compared to the 23.00% percentile increase made in the managerial remuneration of the KMP(s).

(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

(vi) Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^st March, 2024:

Details of top ten employee in terms of remuneration drawn as on 31^st March, 2024:

Sl.

No.

Name

Designation

Gross

Remuneration received (In Rs.)

Nature of Employment

Qualification

Experience (In Year)

Date of Commence ment of Employment

Age

(In Year)

Last Employment held before joining the Company

Number & Percentage of Equity Shares held

Whether any such employee is a relative of any director or manager of the company

Mr. Mahesh Kumar Gupta

Chief Financial Officer

27,94,464

Permanent

Graduate, CMA B.com (Honours), CS Inter

13-03-1995

Hero Cycle Limited

Mr. Naresh Khanna

Manager

25,65,000

Permanent

B. Com, CS Inter

22-02-2021

Oriental Bank of Commerce

Ms. Reema Miglani

Company

Secretary

12,36,000

Permanent

18-05-2022

Arun Gupta & Associates

Mr. Murari Lal

Accountant

4,95,000

Permanent

M.com

04-11-2006

Sudesh Soni & Co. (CA Firm)

Mr. Prashant Kumar

Officer -Investment

4,36,500

Permanent

M.com

15-03-2021

Chaudhary Construction Co. Pvt. Ltd.

Mr. Jitendra Kumar Verma

Secretarial

Assistant

3,26,271

Permanent

LLB

08-07-2015

HB Portfolio Ltd.

Mr. Ganga Singh Rawat

Assistant

2,55,105

Permanent

Matric

01-04-2017

QR Properties Pvt. Ltd.

Mr. Tanish Chou Dhary(#)

Equity Research Analyst

1,83,397

Permanent

MSc

3.3

01-05-2022

Dune Group Limited

(#) Resigned w.e.f. 31^st January, 2024.

Note: There are total 8 (Eight) employees, details of which are given hereinabove.

b) Details of the Employees, who were in receipt of remuneration aggregating Rs. 1,02,00,000/- or more per annum: None

c) Details of the Employees, who were employed for part of the Financial Year and was in receipt of remuneration not less than Rs. 8,50,000/- per month: None

d) Details of the Employees, who were employed throughout the Financial Year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company:

NoneSECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

ANNUAL RETURN

The Annual Return (Form MGT-7) is available on the website of the Company having following web link,

https://www.hbstockholdings.com/Investor%20Information/Annual%20Returns/indexx.htmlDETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There was no pending proceeding or application has been made under the Insolvency and Bankruptcy Code, 2016.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

that:

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

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

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

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

e) the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

ACKNOWLEDGMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support

extended by the Banks, Company''s Shareholders and Employees.

Mar 31, 2016

Dear Members,

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

FINANCIAL RESULTS

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

(Rs. in lacs)

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

DIVIDEND

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

PERFORMANCE REVIEW & OUTLOOK

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

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

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

SCHEME OF ARRANGEMENT

The Board of Directors of the Company in their meeting held on 11^th February 2016 have approved a Composite Scheme of Arrangement between HB Stockholdings Limited (âthe companyâ), HB Portfolio Limited and HB Estate Developers Limited and their respective members and creditors under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013, subject to various Statutory approvals as may be required. The appointed date of the Scheme of Arrangement is 1st April 2015. The Company has submitted all the documents relating to the Scheme of Arrangement with BSE and NSE Stock exchange(s) for seeking their âNo Objectionâ enabling it to file the Scheme before the High Courts./ Tribunals. A Copy of draft Scheme of Arrangement with all necessary annexure is available at the website(s) of NSE and BSE and also available at Companyâs web site at www.hbstockholdings.com SUBSIDIARY AND ASSOCIATES COMPANIES

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

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

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

Internal Control Systems and their Adequacy

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

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

Risk Management

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

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

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

NOMINATION AND REMUNERATION COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

A Vigil mechanism / Whistle Blower Policy was approved in compliance of Section 177 (9) of the Companies Act, 2013 read with Reg 22 of the SEBI Listing Regulations effective from 01st October, 2014. The Policy was amended effective from 1^st December 2015 enabling stakeholders, to freely communicate their concerns about illegal or unethical practices and for the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics Policy. During the year under review, no matter relating to Vigil Mechanism was reported. A Copy of Board approved Whistle Blower Policy is posted on the Companyâs website at www.hbstockholdings.com.

AUDITORS Statutory Auditors

M/s. P. Bholusaria & Co., Chartered Accountants, New Delhi having FRN 000468N, were Statutory Auditors of the Company and they hold office till the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for reappointment. The Company has received a Letter from them to this effect that their re-appointment, if made would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for reappointment.

Internal Auditors

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

Secretarial Auditors

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

Observation on Auditorâs and Secretarial Auditorâs Report

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

DIRECTORS & OTHER KEY MANAGERIAL PERSONNEL Appointment and Reappointment of Directorsâ & KMP

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

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

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

Meeting of Board of Director(s)

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

Annual Evaluation of the Board

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

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

Declaration by Independent Directors

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

Remuneration Policy

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

Remuneration of Directors, Key Managerial Personnel and Employee

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

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

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

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

Particulars of Employees

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

EXTRACT OF ANNUAL RETURN

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

STATUTORY STATEMENT

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

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

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

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

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

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

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

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

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

ACKNOWLEDGMENT

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

For and on Behalf of The Board of Directors

Sd/-

Place : Gurgaon LALIT BHASIN

Dated : 28^th May, 2016 CHAIRMAN

DIN 00002114

Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS

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

(Rs. in lacs)

PARTICULARS Current Previous Year Ended Year Ended

Total Revenue 813.27 1469.06

Total Expenses 308.45 343.84

Profit for the Year before Tax and 504.83 1125.23 exceptional items

- Tax Expenses (including earlier years) 5.28 126.43

- Exceptional items 0.00 0.00

Profit After tax and Exceptional Items 499.54 998.80

Earning per Equity Shares (Before exceptional items)

- EPS Basic (Rs.) 2.10 4.20

- EPS Diluted (Rs.) 2.10 4.20

(After Exceptional Items)

- EPS Basic (Rs.) 2.10 4.20

- EPS Diluted (Rs.) 2.10 4.20

DIVIDEND

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

PERFORMANCE REVIEW & OUTLOOK

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

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

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

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

Subsidiary Company

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

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

Associate Companies

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

Internal Control Systems and their Adequacy

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

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

Related Party Transactions

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

Risk Management

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

Remuneration Policy

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

Corporate Governance Report

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

Corporate Social Responsibility Committee

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

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

Nomination and Remuneration Committee

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

Vigil Mechanism / Whistle blower Policy

In compliance of Section 177 (9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the company approved a Vigil mechanism / Whistle Blower Policy effective from 01st October, 2014, enabling stakeholders, to freely communicate their concerns about illegal or unethical practices and for the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics Policy. No matter relating to Vigil mechanism was reported during the year under review. The Whistle Blower Policy approved by the Board of Directors is also posted on the website and may be accessed at the link www.hbstockholdings.com

Directors

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

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

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

Meeting of Board of Director(s)

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and of all the directors individually as well as the evaluation of the working of Audit, Nomination & Remuneration and other Compliance Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

Declaration by Independent Directors

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

Directors' Responsibility Statement

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

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. P. Bholusaria & Co., Chartered Accountants, New Delhi having FRN 000468N, the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible offers themselves for reappointment. The Company has received a Letter from them to this effect that their re-appointment, if made would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for reappointment.

Secretarial Auditors

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

Observation on Auditor's and Secretarial Auditor's Report

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

Particulars of Employees

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

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

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

Statement pursuant to the Listing Agreement

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

Extract of Annual Return

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

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

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

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

General

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

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

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

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

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

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

Acknowledgment

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

For and on Behalf of The Board of Directors

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

Mar 31, 2014

Dear Shareholders,

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

FINANCIAL RESULTS

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

(Rs. in lacs)

PARTICULARS Current Previous Year Ended Year Ended

Total Revenue 1469.06 1887.52

Total Expenses 327.39 777.59

Profit for the Year before Tax and exceptional items 1141.67 1109.93

- Tax Expenses (including earlier years) 142.87 110.00

- Exceptional items 00.00 0.00

Profit After tax and Exceptional Items 998.80 999.93

Earning per Equity Shares (Before exceptional items)

- EPS Basic (Rs.) 4.20 4.20

- EPS Diluted (Rs.) 4.20 4.20

(After Exceptional Items)

- EPS Basic (Rs.) 4.20 4.20

- EPS Diluted (Rs.) 4.20 4.20

DIVIDEND

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

PERFORMANCE REVIEW & OUTLOOK

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

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

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

STATUTORY STATEMENTS PUBLIC DEPOSITS:

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, your Directors hereby state that in the preparation of the Annual Accounts for the year under review, the applicable Accounting Standards have been followed and no departures have been made there from. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit of the Company for that period. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and further, that the Directors had prepared the annual accounts for the year under review on a going concern basis.

SUBSIDIARIES OF THE COMPANY

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

CORPORATE GOVERNANCE REPORT

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

STATEMENT PURSUANT TO THE LISTING AGREEMENT

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

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

AUDITORS

M/s. P. Bholusaria & Co., Chartered Accountants, New Delhi having FRN 000468N, the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible offers themselves for reappointment. The Company has received a Letter from them to this effect that their re-appointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for reappointment.

AUDITOR''S REPORT

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

DIRECTORS

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

The Companies Act, 2013 provides for appointment of Independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective April I, 2014) provides that Independent directors shall hold office for a term of up to five consecutive years on the Board of a company. Mr. Gulshan Rai, Mr. Pradeep Kumar Mittal and Mr. Harbans Lal fulfill the criteria of Independent Director as specified in Sec 149(6) of the Companies Act, 2013 and the Rules made thereunder. The Company has received requisite Notices in writing from a member proposing their appointment as Independent Directors. The Company has also received declarations from them confirming that they meet with the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. The Board of Directors recommends appointment of Mr. Gulshan Rai, Mr. Pradeep Kumar Mittal and Mr. Harbans Lal as Independent Directors of the Company for a term of five years and they shall not be liable to retire by rotation.

The Board of Directors on the recommendation made by the Remuneration Committee in their meeting held on 17th May, 2014 discussed and agreed that the period of office of Executive Director shall be liable to determination by retirement of Directors by rotation. Accordingly, the terms of reappointment of Mr. J M L Suri, Executive Director of the Company need to be changed to make him liable to retire by rotation as per the provisions of Section 152 of the Companies Act, 2013. After the proposed variation in the terms of reappointment of Mr. J M L Suri, Executive Director of the Company, the period of office of Directors viz. Mr. Lalit Bhasin, Mr. Anil Goyal, Directors and Mr. J M L Suri, Executive Director shall be liable to determination by retirement of Directors by rotation. As per the relevant provisions of the existing Article of Association of the Company and the provisions of the erstwhile Companies Act, 1956, Mr. Anil Goyal, Director and Mr. Pradeep Kumar Mittal, Independent Director of the Company were supposed to retire by rotation at the ensuing Annual General Meeting. However, as per the provisions Section 149(13) of the Companies Act, 2013, the provisions of Section 152 in respect of retirement of Directors by rotation shall not be applicable to Independent Directors. Accordingly, Mr. Pradeep Kumar Mittal, Independent Director shall not retire by rotation at the ensuing Annual General Meeting. Mr. Anil Goyal shall retire at the ensuing Annual General Meeting and who being eligible, offers himself for re- appointment. The Board of Directors recommends his re-appointment.

ACKNOWLEDGEMENT

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

For and on Behalf of The Board of Directors

Place : Gurgaon Lalit Bhasin

Dated : 17th May, 2014 Chairman

DIN : 00002114

Mar 31, 2013

Dear Shareholders,

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

FINANCIAL RESULTS

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

(Amount Rs. in lacs)

Current Previous PARTICULARS Year Ended Year Ended 31.3.2013 31.3.2012

Total Revenue 1887.52 1215.01

Total Expenses 777.59 438.11

Profit for the Year before Tax and exceptional items 1109.93 776.89

- Tax Expenses 110.00 (4.78)

- Exceptional items 00.00 141.63

Profit After tax and Exceptional Items 999.93 923.30

Earning per Equity Shares (Before exceptional items)

- EPS Basic 4.20 3.29

- EPS Diluted 4.20 3.29 (After Exceptional Items)

- EPS Basic 4.20 3.88

- EPS Diluted 4.20 3.88

DIVIDEND

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

PERFORMANCE REVIEW & OUTLOOK

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

STATUTORY STATEMENTS PUBLIC DEPOSITS:

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

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

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

PERSONNEL:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

Accounting Standards have been followed and no departures have been made there from. ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit of the Company for that period.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and further,

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

SUBSIDIARIES OF THE COMPANY

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

CORPORATE GOVERNANCE REPORT

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

STATEMENT PURSUANT TO THE LISTING AGREEMENT

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

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

AUDITORS

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

AUDITOR''S REPORT

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

DIRECTORS

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

ACKNOWLEDGEMENTS

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

For and on Behalf of The Board

Place : Gurgaon Lalit Bhasin

Dated : 17th May, 2013 Chairman

Mar 31, 2012

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

FINANCIAL RESULTS

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

(Amount Rs. in lacs)

PARTICULARS Current Previous Year Ended Year Ended

Total Revenue 1215.01 789.85

Total Expenses 438.12 428.50

Profit for the Year before Tax and exceptional items 776.89 361.35

- Tax Expenses (4.78) 58.76

Exceptional items 141.63 0.00

Profit After tax and Exceptional Items 923.30 302.59

Earning per Equity Shares (Before exceptional items)

- EPS Basic 3.29 1.27

- EPS Diluted 3.29 1.27 (After Exceptional Items)

- EPS Basic 3.88 1.27

- EPS Diluted 3.88 1.27

PERFORMANCE REVIEW & OUTLOOK

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

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

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

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

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

DIVIDEND

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

STATUTORY STATEMENTS PUBLIC DEPOSITS:

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

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

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

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

PERSONNEL:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA), your directors hereby states that in the preparation of the Annual Accounts for the year under review, the applicable Accounting Standards have been followed and no departures have been made there from. The directors had selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit of the Company for that period. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and further, that the directors had prepared the annual accounts for the year under review on a going concern basis.

SUBSIDIARIES OF THE COMPANY

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

CORPORATE GOVERNANCE REPORT

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

STATEMENT PURSUANT TO THE LISTING AGREEMENT

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

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

AUDITORS

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

AUDITOR'S REPORT

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

DIRECTORS

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

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

ACKNOWLEDGEMENTS

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

For and on Behalf of The Board of Directors

Place : Gurgaon LALIT BHASIN

Date : 25th May, 2012 Chairman

Mar 31, 2011

Dear Shareholders,

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

Company for the financial year ended 31st March 2011.

FINANCIAL RESULTS

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

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

Gross Profit / (Loss) 37318536 178063634

Less :

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

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

(c) Fringe Benefit Tax Ã Ã

Net Profit/(Loss) 31935431 147868609

Add / (Less):

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

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

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

Accumulated Loss Brought forward (318974941) (437251699)

Balance carried to Balance Sheet (294767202) (318974941)

PERFORMANCE REVIEW & OUTLOOK

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

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

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

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

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

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

DIVIDEND

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

STATUTORY STATEMENTS

PUBLIC DEPOSITS:

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

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

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

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

PERSONNEL:

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

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA), your Directors hereby state that in the preparation of the Annual Accounts for the year under review, the applicable Accounting Standards have been followed and no departures have been made therefrom. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent

so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit of the Company for that period. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and further, that the Directors have prepared the annual accounts for the year under review on a going concern basis.

SUBSIDIARIES OF THE COMPANY

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

CORPORATE GOVERNANCE REPORT

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

STATEMENT PURSUANT TO THE LISTING AGREEMENT

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

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

AUDITORS

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

AUDITORS REPORT

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

DIRECTORS

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

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

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

ACKNOWLEDGEMENTS

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

For and on Behalf of The Board of Directors

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

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