Directors Report of Hindustan Housing Company Ltd.

Mar 31, 2024

Your Directors present the Eighty-Eighth Annual Report and Audited Financial
Statements of the Company for the Financial Year ended on 31^st March, 2024.

1. Financial Results:

(Amount in Lakhs)

Particulars	FY 2023-2024	FY 2022-2023
Revenue from Operations & Other Income	722.62	717.71
Total Expenses	422.81	466.85
Profit/(Loss) before Tax	299.81	250.86
Less: Tax Expenses	63.58	58.41
Profit/ (Loss) for the year	236.23	192.45
Earnings Per Share - Basic & Diluted	976.16	795.25

2. Dividend:

The Board of Directors of the Company do not recommend payment of any
dividend on Equity Shares of the Company for the Financial Year ended
on 31^st March, 2024.

3. Transfer to Reserves:

The Board of Directors of the Company has not transferred any amount to
the General Reserves for the year under review.

4. Operations of the Company:

The Company is engaged in the business of providing administrative and
allied services to Bajaj Group Entities only.

There was no change in the nature of business of the Company during the
year.

Detailed information on Company''s operations and state of affairs is
covered in the report on Management Discussion and Analysis annexed to
the Directors'' Report as Annexure-B.

5. Share Capital:

The paid up Equity Share Capital of the Company was Rs. 6,08,645/- as on
31^st March, 2024. There was no public issue, rights issue, bonus issue or
preferential issue etc. during the year. The Company has not issued any
shares with differential voting rights, sweat equity shares nor has it
granted any stock options during the year.

6. Annual Return:

A copy of the Annual Return as provided under sub-section (3) of Section
92 of the Companies Act, 2013 (the ''Act''), in the prescribed form, is placed
on the Company''s website and can be accessed at www.hhclbajaj.com.

7. Number of Meetings of the Board:

During the year, 4 (Four) meetings of the Board of the Directors of the
Company were convened and held on 29th May, 2023, 4th August, 2023,
3rd November, 2023 and 12th February, 2024.

8. Directors'' Responsibility Statement:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013, the Board of Directors of the Company hereby state and confirm
that:

(a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and no material departures have been
made therefrom;

(b) the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of
the Company for the financial year ended as at 31^st March, 2024 and of
the profit of the Company for the said period;

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

(d) the Directors have overseen that the annual accounts have been
prepared on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate
and were operating effectively and

(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.

9. Details in respect of Frauds reported by Auditors under Section 143(12):

During the year under review, there were no frauds reported by the
Statutory Auditors or Secretarial Auditor to the Audit Committee or the
Board of Directors under Section 143(12) of the Companies Act, 2013.

10. Declaration of Independence:

The independent directors have submitted their declaration of
independence, as required under Section 149(7) of the Act stating that they
meet the criteria of independence as provided in Section 149(6) of the Act,
as amended and Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''the SEBI Listing
Regulations, 2015''), as amended.

The independent directors have also confirmed compliance with Section
150 of the Companies Act, 2013 read with Rule 6 of Companies
(Appointment and Qualifications of Directors) Rules, 2014, as amended,
relating to inclusion of their name in the databank of independent
directors.

11. Independent Directors'' Meeting:

Pursuant to the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015; the independent directors''
meeting was held once during the year under review on 15^th March, 2024.

12. Remuneration Policy:

The Board on the recommendation of the Nomination and Remuneration
Committee had framed a Remuneration Policy which includes (a) criteria
for determining the qualifications, positive attributes and independence of
a director and (b) matters relating to the remuneration for directors, key

managerial personnel and other employees. The detailed Remuneration
Policy is placed on the Company''s website www.hhclbajaj.com.

13. Particulars of Loans, Guarantees and Investments:

The Company has not given any loans/guarantees to any Body corporate
or persons or other entities during the financial year. Information
regarding Investments covered under the provisions of Section 186 of the
Companies Act, 2013 is given in detail in the financial statements annexed
to this Report.

14. Related Party Transactions:

There were no related party transactions entered into by the Company
during the financial year which attracted the provisions of Section 188 of
the Companies Act, 2013 as all related party transactions that were entered
into by the Company during the year were on an arm''s length basis and
were in the ordinary course of the Company''s business. Hence there are no
transactions which are required to be disclosed in Form AOC-2.

15. Material Changes and Commitments:

There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end
of the financial year of the Company and the date of this Report.

16. Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo:

The Company being a Service Company and not having carried out any
manufacturing activities during the year under review, and hence the
Directors have nothing to report on ''Conservation of Energy'' ''Research &
Development'' and ''Technology Absorption'' as required to be given under
the provisions of Section 134 of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014.

Further, there were no foreign exchange earnings and/or outgo during the
year under review.

Hence, Disclosures pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo, are not applicable to the
company during the year under review.

17. Deposits:

The Company has not invited, accepted or renewed any deposits within
the meaning of the provisions of Sections 2(31) and 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014,
during the year under review.

18. Significant and Material Orders passed by the Regulators or Courts:

There were no significant and material orders passed by the Regulators
and Courts or Tribunals during the year under review which would
impact the going concern status of the Company and its future operations.

19. Risk Management Policy:

The Board has laid down procedures for assessing the risk and procedure
to be followed for risk minimization, including identification therein of
elements of risk which may threaten the existence of the Company. These
are periodically reviewed to ensure that Management identifies and
controls risk through a properly defined framework.

20. Corporate Social Responsibility:

The Company has not crossed the threshold limits as specified in Section
135 of the Companies Act, 2013. Hence, the provisions of Section 135 of the
Companies Act, 2013 relating to CSR activities which need to be
undertaken by a Company are not applicable to this Company.

21. Performance Evaluation of the Board, its Committees, the Chairman and
Individual Directors:

Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance, and
that of its Committees and individual Directors. The manner in which such
formal annual evaluation was made by the Board is given below:

• Performance Evaluation Criteria for Board, Committees of the Board
and Directors were approved by the Board at its meeting held on 27th
March, 2015.

• Based on the said criteria, Annual Rating sheets were filled by each of
the Directors with regard to evaluation of performance of the Board,
its Committees and Directors (except for the Director being evaluated)
for the year under review.

• A consolidated summary of the Ratings given by each of the Directors
was then prepared, based on which a Report of performance
evaluation was prepared by the Chairman of the Nomination &
Remuneration Committee in respect of the performance of the Board,
its Committees and Directors during the year under review.

• The Report of performance evaluation so arrived at was then noted
and discussed by the Nomination & Remuneration Committee and
Board at their respective meetings held on 29^th May, 2024.

22. Adequacy of Internal Financial Controls:

Internal financial controls with reference to the financial statements
were adequate and operating effectively.

23. Directors and Key Managerial Personnel:

A. Change in Directors during the financial year
1. Re-appointment:

Upon the recommendation of the Nomination and Remuneration
Committee, the Board at its meeting held on 12th February, 2024 approved
the reappointment of Minal Bajaj (DIN: 00222469) as the Whole-Time
Director designated as Executive Director of the Company for a further
period of five years with effect from 1st June, 2024 till 31st May, 2029.

The same has been approved by the members vide special resolution
passed through postal ballot on 24^th March, 2024.

B. Directors liable to retire by rotation:

Nikhil Tarkas (DIN: 00338087), Non-Executive & Non-Independent
Director of the Company, retires by rotation and being eligible offers
himself for re-appointment. The Board of Directors of the Company
recommends his reappointment.

Brief details of Nikhil Tarkas are given in the notice of the Annual General
Meeting.

C. Key Managerial Personnel:

In terms of provisions of the Section 203 of the Companies Act, 2013, Ms.
Meeta Khalsa, Company Secretary and Shri Vijay Kumar Bohra, Chief
Financial Officer are the Key Managerial Personnel of the Company.

24. Board of Directors:

Composition:

As per the provisions of Section 149 of the Companies Act, 2013 read with
the Rules made thereunder, the Company is required to have at least one
third of the total number of Directors as Independent Directors and at least
one Woman Director on its Board.

As on 31^st March, 2024, the Board of Directors of the Company consisted of
Five Directors, out of which two were Independent Director, one Executive
Woman Director and two Non-Executive Non-Independent Directors as
per details given in the table below. The Board has no Institutional
Nominee Directors. The Company has a Non-Executive Chairman.

Sr. No.	Name of the Director	Category
1	Vinod Nevatia	Chairman & Independent
2	Rakesh Gupta	Non-Executive & Non-Independent
3	Minal Bajaj	Executive
4	Nikhil Tarkas	Non-Executive & Non-Independent
5	Jayavanth Mallya	Independent

25. Board Committees:

i) Audit Committee

Pursuant to the Section 177 of the Companies Act, 2013, an Audit
Committee was constituted by the Board of Directors at its meeting held
on 5^th February, 2015 and subsequent amendments made in the
constitution of the Audit Committee at Board Meetings held on 13^th
August, 2019, 3^rd February, 2020, 12^th February, 2021 and 13^th May, 2022
with the following members:

a) Vinod Nevatia (Chairman)

b) Minal Bajaj (Member)

c) Jayavanth Mallya (Member)

Number of Meetings:

During the FY 2023-2024, the Committee met 4 (four) times, viz. 29^th May,
2023, 4^th August, 2023, 3^rd November, 2023 and 12^th February, 2024. The
gap between any two meetings has been less than one hundred and twenty
days.

ii) Nomination and Remuneration Committee

Pursuant to the Section 178 of the Companies Act, 2013, a Nomination and
Remuneration Committee was constituted by the Board at its meeting held
on 5^th February, 2015 and subsequent amendments made in constitution of
Nomination and Remuneration Committee at Board Meetings held on 13^th
August, 2019, 3^rd February, 2020, 12^th November, 2021 and 13^th May, 2022
with the following members:

a) Rakesh Gupta (Chairman)

b) Vinod Nevatia (Member)

c) Jayavanth Mallya (Member)

d) Nikhil Tarkas (Member)

Number of Meetings:

During the FY 2023-2024, the Committee met thrice i.e. on 29^th May, 2023
3^rd November, 2023 and 12^th February, 2024.

26. Vigil Mechanism

Pursuant to the Section 177(9) of the Companies Act, 2013, read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014 a Vigil
Mechanism Policy had been framed. The policy is placed on the website of
the Company www.hhdbajaj.com.

27. Presentation of Financial Statements:

The financial statements of the Company for the financial year ended on
31st March, 2024 have been disclosed as per Division II of Schedule III to
the Companies Act, 2013.

28. Indian Accounting Standards, 2015:

The annexed financial statements comply in all material aspects with
Indian Accounting Standards (Ind AS) notified under Section 133 of the

Companies Act, 2013, Companies (Indian Accounting Standards) Rules,
2015 and other relevant provisions of the Act.

29. Statutory Disclosures:

Disclosure of Particulars as required to be given under Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 are as follows:

(a) The Company pays remuneration to its Executive Director. The
Company does not pay any remuneration to its Directors except
payment of sitting fees for attending meetings of the Board of
Directors and its Committees as a member thereof. However, the
Executive Director is not entitled to payment of any sitting fees for
attending any of the meetings of the Board of Directors and its
Committees as a member thereof.

(b) The Company does not pay any remuneration to its CS & CFO as they
have been taken on deputation from a Group Company.

(c) The Company did not have any employee whose particulars are
required to be given by it under Rule 5(2) and 5(3) of the aforesaid
Rules.

(d) The details of the remuneration paid by the Company to the
employees during the financial year as required to be given under the
provisions of Section 197 (12) of the Companies Act, 2013, read with
Rule 5 (1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, are annexed to this Report as
Annexure-A.

A Cash Flow Statement of the Company for the Financial Year 2023-2024
is attached to the Balance Sheet.

The Company does not have any subsidiaries, associates or joint venture
companies.

Pursuant to the provisions of Regulation 34 and Schedule V of the SEBI
Listing Regulations, a Report on Management Discussion and Analysis is
annexed to this Report as Annexure-B.

30. Corporate Governance:

As per Regulation 15 under Chapter IV of the SEBI Listing Regulations,
provisions relating to Corporate Governance as specified in Regulations 17
to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Paras
C, D and E of Schedule V do not apply to the Company as the paid up
equity share capital of the Company did not exceed Rs.10 crores and the
Net Worth of the Company did not exceed Rs. 25 crores as on 31^st March,
2024.

31. Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Workplace:

The Company has complied with the provisions relating to the constitution
of the Internal Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy is
placed on the website of the Company www.hhclbajaj.com.

There was no complaint reported during the year under review.

32. Investor Education and Protection Fund (IEPF)

A. Details of the transfer/s to the IEPF, if any, made during the year as

mentioned below:

i) amount of unclaimed/unpaid dividend and the corresponding
shares: Not Applicable;

ii) details of the resultant benefits arising out of shares already
transferred to the IEPF: Not Applicable;

iii) year wise amount of unpaid/unclaimed dividend lying in the
unpaid account upto the Year and the corresponding shares, which
are liable to be transferred to the IEPF, and the due dates for such
transfer: There were no unpaid/unclaimed dividend lying in the
unpaid account upto the end of the financial year on 31^st March,
2024. However, the following equity shares corresponding to the
unpaid/unclaimed dividends which have been already transferred
by the Company to the IEPF in the previous years, are liable to be
transferred by the Company to the IEPF:

Sr. No.	Financial Year	No. of Equity Shares corresponding to the Unclaimed/Unpaid Dividends which have already been transferred to the IEPF
1	FY 2001-2002	351
2	FY 2002-2003	559
3	FY 2003-2004	253
4	FY 2004-2005	100
5	FY 2006-2007	40
Total		1,303

B. Details of the Nodal Officer

The Board appointed Vijay Bohra, CFO as the Nodal Officer with effect
from 1st October, 2019 for verification of claims and coordination with the
Investor Education and Protection Fund Authority.

The details of the Nodal Officer are available on the Company''s website
www.hhclbajaj.com.

33. Transfer of Shares to Unclaimed Suspense Account:

Pursuant to the provisions of Regulation 39(4) of the SEBI Listing
Regulations, 2015 read with Schedule VI thereto, the Company had
transferred 717 Unclaimed Bonus Equity Shares of 23 shareholders of the
Company, in electronic form to the beneficiary account titled "The
Hindustan Housing Company Limited - Unclaimed Suspense Account
with Stock Holding Corporation of India Ltd. in November, 2018.

Since then and during the year under review i.e. FY 2023-2024, no
shareholders have approached the Company for transfer of shares from
the aforesaid suspense account.

Hence the aggregate number of shareholders and the outstanding shares
in the suspense account at the end of the year remain the same as stated
hereinabove.

The voting rights on these shares shall remain frozen till the rightful owner
of such shares claims the shares.

34. Secretarial Standards of ICSI:

The Company is in compliance with the Secretarial Standards specified by
the Institute of Company Secretaries of India (ICSI) and approved by the
Central Government.

35. Auditors:

(a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and
the Rules made thereunder, the Members of the Company at the 85^th
Annual General Meeting of the Company held on 30^th September, 2021
appointed M/s M. M. Nissim & Co. LLP, Chartered Accountants (Firm
Registration No: FRN 107122W/ W100672) as Statutory Auditors of the
Company from the conclusion of the 85^thAnnual General Meeting till the
conclusion of the 90^th Annual General Meeting.

The Statutory Audit Report does not contain any qualification, reservation
or adverse remark or disclaimer made by the Statutory Auditor.

(b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and
the Rules made thereunder, the Company has appointed M/s KPUB & Co.,
Company Secretaries (Firm Registration No. P2015MH069000) to
undertake the Secretarial Audit of the Company. Secretarial Audit Report
for the FY 2023-2024 issued by them in the prescribed form MR-3 is
annexed to this Report.

The Secretarial Audit Report for the year under review does not contain
any qualification, reservation or adverse remark or disclaimer made by the
Secretarial Auditor. However, the Secretarial Auditor observed that, the
Company has adopted a Structural Digital Database (SDD) w.e.f. 01^st
September, 2023.

The Secretarial Audit Report in Form MR-3 for the FY 2023-2024 is annexed
to this Report as Annexure-C.

iii) Annual Secretarial Compliance Report:

The Company is not required to submit the Annual Secretarial Compliance
Report to BSE Ltd. as prescribed pursuant to SEBI Circular dated 8^th
February, 2019 as the provisions relating to the Corporate Governance of
the SEBI Listing Regulations are not applicable to the Company.

(d) Cost Audit:

The requirement of maintenance of Cost Records as specified by the
Central Government under sub-section (1) of Section 148 of the Companies
Act, 2013 is not applicable to the Company.

For and on behalf of the Board of Directors
The Hindustan Housing Company Ltd.

(Vinod Nevatia)

Chairman
(DIN: 00059194)

Mumbai: 29^th May, 2024

---

Mar 31, 2015

Dear members,

The Directors present the Seventy Ninth Annual Report and Audited Financial Statements of the Company for the Financial Year ended 3 Ist March, 2015.

1. Financial Results :

F. Y. F. Y. 2014-2015 2013-2014 Rs. Rs.

Profit for the year before tax 6,525,294 7,367,141

Less : Provision for Taxation 1,320,185 1,809,395

Profit after tax 5,205,109 5,557,746

Add/(Less) :

Tax in respect of earlier years (Net) — 57,688

Balance brought forward from previous year 11,840,246 11,224,812

Balance available for appropriation 17,045,355 16,840,246

Less : Appropriations:

Proposed Dividend — —

Tax on Proposed Dividend — —

Transfer to General Reserve — (50,00,000)

Depreciation (Net of Tax Rs. 4,41,992/-) pursuant to enactment of Schedule II of the Companies (9,88,404) — Act, 2013

Balance carried to Balance Sheet 16,056,951 1,840,246

2. Dividend :

The Board of Directors of the Company do not recommend any dividend on Equity Shares of the Company for the Financial Year ended 31 " March, 2015.

3. Transfer to Reserves :

The Company does not propose to carry any amount to its reserves during the year under review.

4. Operations of the Company:

The Company is engaged in the business of providing administrative and allied services to Bajaj Group Entities only.

There was no change in the nature of business of the Company during the year.

5. Share Capital:

The paid up Equity Share Capital of the Company was Rs. 6,08,645 /- as on 31st March 2015. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options during the year.

6. Extract of Annual Return :

An extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT- 9 is annexed to this Report as Annexure A.

7. Number of Meetings of the Board :

During the year, 5 meetings of the Board of the Directors of the Company were convened and held.

8. Director's Responsibility Statement :

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made therefrom;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended as at 3 Ist March, 2015 and of the profit of the Company for the said period;

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

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

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all " applicable laws and that such systems are adequate and operating effectively.

9. Declaration of Independence :

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149 (6).

10. Remuneration Policy :

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy which includes (a) criteria for determining the qualifications, positive attributes and independence of a director and (b) matters relating to the remuneration for directors, key managerial personnel and other employees. The detailed Remuneration Policy is placed on the Company's website www.hhclbajaj.com.

11. Particulars of Loans. Guarantees and Investments :

The Company has not given any loans/guarantees to any other entities during the financial year. Information regarding Investments covered under the provisions of Section 186 of the Companies Act, 2013 is mentioned in detail in the financial statements annexed to this Report.

12. Related Party Transactions :

There were no related party transactions entered into by the Company during the financial year which attracted the provisions of Sec 188 of the Companies Act, 2013 as all related party transactions that were entered into by the Company during the year were on an arm's length basis and were in the ordinary course of the Company's business. Hence there are no transactions which are required to be disclosed in Form AOC-2.

13. Material Changes and Commitments :

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report.

14. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo :

The Company being a Service Company and not having carried out any manufacturing activities during the year under review, the Directors have nothing to report on 'Conservation of Energy1 'Research & Development' and Technology Absorption' as required to be given under the Companies (Accounts) Rules, 2014.

Further, there were no foreign exchange earnings and/or outgo during the year under review.

15. Deposits :

The Company has not invited, accepted or renewed any deposits within the meaning of the provisions of Sections 2(31) and 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review,

16. Significant and Material Orders passed by the Regulators or Courts :

There were no significant and material orders passed by the Regulators and Courts or Tribunals during the year under review which would impact the going concern status of the Company and its future operations.

17. Risk Management Policy:

The Board has laid down procedures for assessing the risk and procedure to be followed for risk minimization, including identification therein of elements of risk which may threaten the existence of the Company. These are periodically reviewed to ensure that Management identifies and controls risk through a properly defined framework.

18. Corporate Social Responsibility :

The Company has not crossed the threshold limits as specified in Section 135 of the Companies Act, 2013. Hence, the provisions of Section 135 of the Companies Act, 2013 relating to CSR initiatives which need to be undertaken by a Company are not applicable to this Company. >

19. Performance Evaluation of the Board :

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, and that of its Committees and individual directors. The manner in which such formal annual evaluation was made by the Board is given below:

* Performance Evaluation Criteria for Board, Committees of the Board and Directors were approved by the Board at its meeting held on 27th March, 2015.

* Based on the said criteria, Annual Rating sheets were filled by each of the directors with regard to evaluation of performance of the Board, its Committees and Directors (except for the director being evaluated) for the year under review.

* A consolidated summary of the Ratings given by each of the directors was then prepared, based on which a Report of performance evaluation was prepared by the Chairman of the Nomination & Remuneration Committee in respect of the performance of the Board, its Committees and Directors during the year under review.

* The Report of performance evaluation so arrived at was then noted and discussed by the Nomination & Remuneration Committee and Board at their meetings held on 28th May 2015.

* As per the report of performance evaluation, the Board shall determine, inter alia, whether to continue the term of appointment of the director. During the year under review, there was no occasion to review on the continuance of the term of appointment of any of the directors and hence the question of taking a decision on their re-appointment did not arise.

20. Adequacy of Internal Financial Controls :

Internal financial controls with reference to the financial statements were adequate and operating effectively.

21. Directors and Key Managerial Personnel:

Pursuant to Section 149 (I) of the Companies Act, 2013, Shri Vinaya Mehrotra and Shri Vinod Nevada, the existing Directors of the Company were appointed as Independent Directors for a period of 5 (Five) years, at the meeting of the Board of Directors held on 5th February, 2015 subject to the shareholders' approval in the ensuing Seventy Ninth Annual General Meeting of the Company.

Pursuant to second proviso to Section 149(1) of the Companies Act, 2013, Smt. Minal Bajaj was appointed as an Additional Director of the Company in the category of Non-Executive Promoter Director, at the meeting of the Board of Directors held on 5th February, 2015 and she holds office as such upto the date of the ensuing Seventy Ninth Annual General Meeting of the Company.

Shri Vinaya Mehrotra, Shri Vinod Nevatia and Smt. Minal Bajaj are eligible for appointment as Directors of the Company. They have consented to continue to act as Directors of the Company, if appointed and being eligible have offered themselves for appointment. The Board recommends their appointment.

Shri Sanjivnayan Bajaj, Director of the Company retires by rotation and being eligible offers himself for reappointment. The Board recommends his reappointment.

Shri Niraj Bajaj resigned as a Director of the Company with effect from 6th February, 2015.

Pursuant to Section 203 of the Companies Act, 2013 and Clause 47(a) of the Listing Agreement, Mrs. Meeta Khalsa was appointed as the Company Secretary and Compliance Officer of the Company and Mr. Vijay Bohra was appointed as the Chief Financial Officer of the Company.

22. Board of Directors :

As per the provisions of Sec 149 of the Companies Act, 2013 read with the rules made thereunder, the Company is required to have at least one third of the total number of directors as independent directors and at least one woman director on its Board. As on 31 " March 2015, the Board of Directors of the Company consisted of four directors, of whom two were non-executive independent and two were non-executive and non-independent (including one woman director) as per details given in the Table below. The Board has no institutional nominee directors. The Company has a non-executive Chairman.

Name of the Director Category

1 Shri Vinaya Mehrotra Chairman, Non Executive & Independent

2 Shri Vinod Nevatia Non Executive & Independent

3 Shri Sanjivnayan Bajaj Non Executive

4 Smt. Minal Bajaj Non Executive

23. Board Committees :

Audit Committee

Pursuant to the Section 177 of the Companies Act, 2013, an Audit Committee was constituted by the Board at its meeting held on 5th February, 2015 with the following members:

1. Shri Vinaya Mehrotra (Chairman)

2. Shri Vinod Nevada (Member)

3. Smt. Minal Bajaj (Member)

Vigil Mechanism

Pursuant to the Section 177(9) of the Companies Act, 2013, a Vigil Mechanism has been established by the Board at its meeting held on 5th February, 2015. The policy is posted on the website of the Company www.hhclbajaj.com.

Nomination and Remuneration Committee

Pursuant to the Section 178 of the Companies Act, 2013, a Nomination and Remuneration Committee was constituted by the Board at its meeting held on 5th February, 2015 with the following members:

1. Shri Vinod Nevada (Chairman)

2. Shri Vinaya Mehrotra (Member)

3. Smt. Minal Bajaj (Member)

24. Presentation of Financial Results :

The financial results of the Company for the financial year ended 31 " March 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

25. Statutory Disclosures:

Disclosure of particulars as required to be given under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are as follows :

(a) The Company does not pay any remuneration to its Directors except payment of sitting fees for attending meetings of the Board of Directors and its Committees as a member thereof.

(b) The Company does not pay any remuneration to its Key Managerial Personnel.

(c) The Company did not have any employee whose particulars are required to be given by it under Rule 5(2) & 5(3) of the aforesaid Rules.

(d) Particulars of other employees of the Company shall be made available to any shareholder on a specific request made by him in writing.

A Cash Flow Statement of the Company for the financial year 2014-2015 is attached to the Balance Sheet.

The Company does not have any subsidiaries, associates or joint venture companies.

26. Corporate Governance:

As per Circular dated 15/09/2014 issued by SEBI, the provisions of revised Clause 49 of the Listing Agreement relating to Corporate Governance are not applicable to the Company as the paid up equity share capital of the Company did not exceed Rs. 10 crores and the Net Worth of the Company as on 31.03.2014 did not exceed Rs.25 crores.

27. Auditors:

(a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, the current auditors of the Company, M/s K.K. Mankeshwar & Co., Chartered Accountants (Firm Registration No. 106009W) were appointed for a term of two consecutive years by the shareholders at the 78th Annual General Meeting and they hold office until the conclusion of the 80th Annual General Meeting, subject to ratification by shareholders at each Annual General Meeting.

The members are requested to ratify the appointment of M/s K.K. Mankeshwar & Co., Chartered Accountants (Firm Registration No. 106009W) as Statutory Auditors of the Company and to fix their remuneration for the financial year 2015-2016.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed DKM & Associates, Company Secretaries, (CP No: 5976), to undertake the Secretarial Audit of the Company for the Financial Year 2014-2015. The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure B.

For and on behalf of the Board of Directors The Hindustan Housing Company Ltd.

(Vinaya Mehrotra) Chairman (DIN: 00038732)

Mumbai :28th May, 2015

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Mar 31, 2014

Dear Members,

The Directors present their Seventy Eighth Annual Report and Audited Accounts of the Company for the year ended 31st March, 2014. Since this Report pertains to financial year that commenced prior to 1st April 2014, the contents therein are governed by the relevant provisions/schedules/rules of the Companies Act, 1956, in compliance with General Circular No.08/2014 dated 4th April 2014, issued by the Ministry of Corporate Affairs.

1. Financial Results :

F. Y. F. Y. 2013-2014 2012-2013

Profit for the year before tax 7,367,141 7,776,813

Less : Provision for Taxation 1,809,395 1,769,554

Profit after tax 5,557,746 6,007,259

Add/(Less) :

Tax in respect of earlier years (Net) 57,688 -

Balance brought forward from

Previous year 11,224,812 5,217,553

Balance available for appropriation 16,840,246 11,224,812

Less : Appropriations:

Proposed Dividend - -

Tax on Proposed Dividend - -

Transfer to General Reserve (5,000,000) -

Balance carried to Balance Sheet 11,840,246 11,224,812

2. Dividend :

The Board of Directors of the Company do not recommend dividend on Equity Shares of the Company for the Financial Year ended 31 March, 2014.

3. Directors :

Shri Vinod Nevatia, Director of the Company retires by rotation and being eligible, offers himself for reappointment.

The Board of Directors recommends his re-appointment.

4. Particulars of employees :

There were no employees in respect of whom information as per Section 217(2A) of the Companies Act, 1956 read with rules framed thereunder is required to be given in the Directors'' Report.

5. Other Information :

The Company being a Service Company and not having carried out any manufacturing activities during the year under review, the Directors have nothing to report on ''Conservation of Energy'' ''Research and Development'' and ''Technology Absorption'' as required to be given under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988. Further, there was no Foreign Exchange earnings and/or outgo during the year under review.

6. Directors'' Responsibility Statement :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made therefrom;

b) the Directors have selected such accounting policies and applied them consistently and made 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 for the financial year ended as at 31 March, 2014 and of the profit of the Company for the said period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis.

7. Presentation of Financial Results :

The financial results of the Company for the year ended 31st March 2014 as in the previous year have been disclosed as per the revised Schedule VI to the Companies Act, 1956, pursuant to notification dated 28h February 2011 and General Circular No.8/2014 dated 4h April, 2014 issued by the Ministry of Corporate Affairs.

8. Auditors :

M/s K.K. Mankeshwar & Co., Chartered Accountants (Firm Registration No. 106009W) who are Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written certificate from M/s. K.K. Mankeshwar & Co. that their appointment, if made, would be in conformity with the limits specified in the said section.

The members are requested to appoint, M/s K.K. Mankeshwar & Co., Chartered Accountants, as auditors for two years from the conclusion of the ensuing annual general meeting till the conclusion of the Seventy Eight Annual General meeting of the Company in the Year 2016 and to fix their remuneration for the year 2014-2015.

For and on behalf of the Board of Directors The Hindustan Housing Company Ltd.

Niraj Bajaj Chairman

Mumbai : 28th May, 2014

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Mar 31, 2013

The Directors present their Seventy Seventh Annual Report and Audited Accounts of the Company for the year ended 31st March, 2013.

1. Financial Results;

F. Y. FY. 2012-2013 2011-2012

Profit for the year before tax 7,776,813 6,420,111

Less : Provision for Taxation 1,769,554 1,502,742

Profit after tax 6,007,259 4,917,369

Add/(Less);

Tax in respect of earlier years (Net) 289,290

Balance brought forward from

Previous year 5,217,553 23,431,465

Balance available for appropriation 11,224,812 28,647,124

Less: Appropriations:

Proposed Dividend

Tax on Proposed Dividend

Transfer to General Reserve 23,429,571

Balance carried to Balance Sheet 11,224,812 5,217,553

2. Dividend;

The Board of Directors of the Company do not recommend dividend on Equity Shares of the Company for the Financial Year ended 31 March, 2013.

3. Directors ;

Shri Vinaya Mehrotra, Director of the Company retires by rotation and being eligible, offers himself for reappointment.

4. Particulars of employees :

There were no employees in respect of whom information as per Section 217(2A) of the Companies Act, 1956 read with rules framed thereunder is required to be given in the Director''s Report.

5. Other Information;

The Company being a Service Company and not having carried out any manufacturing activities during the year under review, the Directors have nothing to report on ''Conservation of Energy'' ''Research & Development'' and Technology Absorption'' as required to be given under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

Further, there was no Foreign Exchange earnings and/or outgo during the year under review.

6. Directors'' Responsibility Statement:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made therefrom;

b) the Directors have selected such accounting policies and applied them consistently and made 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 for the financial year ended as at 31 st March, 2013 and of the profit of the Company for the said period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis.

7. Appointment of Registrar & Share Transfer Agent of the Company:

The Company has appointed M/s Bigshare Services Pvt. Ltd., Mumbai, as its Registrar & Share Transfer Agent.

8. Dematerialization of Equity Shares :

The Equity shares of the Company have been admitted in the depository system of both NSDL and CDSLfor the purposes of enabling the dematerialization of equity shares of the Company and the ISIN allotted by both the depositories to the equity shares of the Company is INE083O01019.

Members who are desirous of holding their equity shares in the Company in electronic form can now avail of the facility by applying for dematerialization of the equity shares held by them in physical form.

9. Auditors:

M/s K.K. Mankeshwar & Co., Chartered Accountants (Regn. No. I06009W) Mumbai, Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment. You are requested to appoint Auditors of the Company for the period from the conclusion of the ensuing Annual General Meeting of the Company till the conclusion of the next Annual General Meeting of the Company and fix their remuneration.

For and on behalf of the Board of Directors

The Hindustan Housing Company Ltd.

Niraj Bajaj Chairman

Mumbai: 29th May, 2013

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Mar 31, 2011

DIRECTORS' REPORT

The Directors present their Seventy Fifth Annual Report and Audited Accounts of the Company for the year ended 31st March, 2011.

I. Financial Results :

F. Y. F.Y. 2010-2011 2009-2010 Rs. Rs.

Profit for the year before tax 3,407,888 44,18,652

Less : Provision for Taxation 7,94,294 7,57,344

Profit after tax 2,613,594 36,61,308

Add/(Less) :

Excess Depreciation Written back — 92,296

in respect of earlier years

Balance brought forward from Previous year 20,817,871 1,70,64,267

Balance available for appropriation 23,431,465 2,08,17,871

Less: Appropriations:

Proposed Dividend — —

Tax on Proposed Dividend — —

Transfer to General Reserve — —

Balance carried to Balance Sheet 23,431,465 2,08,17,871

2. Dividend:

The Board of Directors of the Company do not recommend dividend on Equity Shares for the year ended 31st March, 2011.

3. Directors :

Shri Niraj Bajaj, Director of the Company retires by rotation and being eligible, offers himself for reappointment.

4. Particulars of employees :

There were no employees in respect of whom information as per Section 217(2A) of the Companies Act, 1956 read with rules framed thereunder is required to be given in the Director's Report.

5. Other Information :

The Company being a Service Company and not having carried out any manufacturing activities during the year under review, the Directors have nothing to report on Conservation of Energy' 'Research & Development' and 'Technology Absorption' as required to be given under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

Further, there was no Foreign Exchange earnings and/or outgo during the year under review.

6. Directors' Responsibility Statement:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made therefrom;

b) the Directors have selected such accounting policies and applied them consistently and made 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 for the financial year ended as at 31st March, 2011 and of the profit of the Company for the said period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis.

7. Auditors:

Messrs. Dalai & Shah, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting. However, they have expressed their desire not to seek re-appointment. The Directors wish to put on record their appreciation for the services rendered by the Auditors.

The Company has received a notice from a member proposing the appointment of Messrs. K.K. Mankeshwar & Co. Chartered Accountants as Statutory Auditors of the Company to hold office from conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. They have confirmed their eligibility and have given their consent for the proposed appointment. Members are requested to appoint Auditors at the ensuing Annual General Meeting.

8. Group:

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "Group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the SEBl (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

For and on behalf of the Board of Directors The Hindustan Housing Company Ltd.

Niraj Bajaj Chairman

Mumbai: 30th June, 2011

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Mar 31, 2010

The Directors present their Seventy Fourth Annual Report and Audited Accounts of the Company for the year ended 31st March. 2010.

1. Financial Results : F. Y. F.Y. 2009-2010 2008-2009 Rs. Rs.

Profit for the year before tax 44,18,652 17,38,493

Less : Provision for Taxation 7,57,344 4,51,174

Profit after tax 36,61,308 12,87,319

Add/(Less) :

Excess Depreciation Written back 92,296 -

in respect of earlier years

Balance brought forward from Previous year 1,70,64,267 1,57,76,948

Balance available for

appropriation 2,08,17,871 1,70,64,267

Less: Appropriations:

Proposed Dividend - -

Tax on Proposed Dividend - -

Transfer to General Reserve - -

Balance carried to Balance Sheet 2,08,17,871 1,70, 64,267

2. Dividend:

The Board of Directors of the Company do not recommend dividend on Equity Shares for the year ended 31st March, 2010.

3. Directors :

Shri Vinod Nevatia, Director of the Company retires by rotation and being eligible, offers himself for reappointment.

4. Particulars of employees :

There were no employees in respect of whom information as per Section 217(2A) of the Companies Act, 1956 read with rules framed thereunder is required to be given in the Directors Report.

5. Other Information :

The Company being a Service Company and not having carried out any manufacturing activities during the year under review, the Directors have nothing to report on Conservation of Energy Research & Development and Technology Absorption as required to be given under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

Further, there was no Foreign Exchange earnings and/or outgo during the year under review.

6. Directors Responsibility Statement:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

a. in the preparation of the Annual Accounts, the applicable accounting standards have been fol- lowed and no material departures have been made therefrom;

b. 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 for the financial year ended as at 31st March, 2010 and of the profit of the Company for the said period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis.

7. Auditors:

M/s. Dalai & Shah, Chartered Accountants, (Firm Registration Number 102021 W) Mumbai, Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment. You are requested to appoint Auditors of the Company for the period from the conclusion of the ensuing Annual General Meeting of the Company till the conclusion of the next Annual General Meeting of the Company and fix their remuneration.

8. Group:

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "Group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

For and on behalf of the Board of Directors

The Hindustan Housing Company Ltd.

Niraj Bajaj

Chairman

Mumbai: 13th August, 2010

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Mar 31, 2009

The Directors present their Seventy Third Annual Report and Audited Accounts of the Company for the year ended 31st March, 2009.

1. Financial Results :

F. Y. FY. 2008-2009 2007-2008 Rs. Rs.

Profit for the year before tax 17,38,493 67,18,620

Less : Provision for Taxation 4,51,174 6,13,000

Profit after tax 12,87,319 61,05,620

Add/(Less): Excess Provision for taxes in respect -- 1,25,995 of earlier years

Balance brought forward from Previous year 1,57,76,948 1,01,54,897 Balance available for appropriation 1,70,64,267 1,63,86,512

Less: Appropriations:

Proposed Dividend -- 1,21,000

Tax on Proposed Dividend -- 20,564

Transfer to General Reserve -- 4,68,000

Balance carried to Balance Sheet 1,70,64,267 1,57,76,948

2. Dividend:

The Board of Directors of the Company do not recommend dividend on Equity Shares for the year ended 3 Ist March, 2009.

3. Directors :

Shri Vinaya Mehrotra, Director of the Company retires by rotation and being eligible, offers himself for reappointment.

Shri Shishir Bajaj and Smt. Minakshi Bajaj have ceased to be Directors of the Company with effect from 31 "January, 2009.

Mr. Niraj Bajaj and Mr. Sanjivnayan Bajaj were appointed as Additional Directors of the Company with effect from 15thJanuary, 2009. They hold office as such Directors upto the date of the ensuing Annual General Meeting of the Company.

Mr. Niraj Bajaj and Mr. Sanjivnayan Bajaj are eligible for appointment as Directors of the Company. Mr Niraj Bajaj and Mr. Sanjivnayan Bajaj have consented to continue as Directors of the Company, if appointed and being eligible have offered themselves for the appointment.

4. Particulars of employees :

There were no employees in respect of whom information as per Section 217(2A) of the Companies Act, 1956 read with rules framed thereunder is required to be given in the Directors Report,

5. Other Information :

The Company being a Service Company and not having carried out any manufacturing activities during the year under review, the Directors have nothing to report on Conservation of Energy Research & Development and Technology Absorption as required to be given under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

Further, there was no Foreign Exchange earnings and/or outgo during the year under review.

6. Directors Responsibility Statement:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a. in the preparatibn of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made therefrom;

b. the Directors have selected such accounting policies and applied them consistently and made 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 for the financial year ended as at 31st March, 2009 and of the profit of the Company for the said period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis.

7. Auditors;

M/s. Dalai & Shah, Chartered Accountants, Mumbai, Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment. You are requested to appoint Auditors of the Company for the period from the conclusion of the ensuing Annual General Meeting of the Company till the conclusion of the next Annual General Meeting of the Company and fix their remuneration.

For and on behalf of the Board of Directors The Hindustan Housing Company Ltd.

Niraj Bajaj

Chairman

Mumbai: 30thJune, 2009