To the Members,
Your Directors are pleased to present the 42nd Annual Report together with
the Audited Financial Statements for the Financial Year ended 31st March, 2025.
FINANCIAL RESULTS
The summarized financial results of the Company during the year under review are as
under:-
|
|
(Amount Rs. in Lakhs) |
| Particulars |
Year Ended 31.03.2025 |
Year Ended 31.03.2024 |
| Fee Received/ Advisory/Interest Income |
4.01 |
41.75 |
| Dividend Income |
0.01 |
0.06 |
| Net Gain on fair value changes |
15.00 |
5.77 |
| Total Revenue from Operations |
19.02 |
47.58 |
| Other Income |
0.00 |
0.00 |
| Total Income |
19.02 |
47.58 |
| Expenses |
48.62 |
39.75 |
| Profit / (Loss) Before Tax |
(29.60) |
7.83 |
| Tax Expense |
(0.30) |
0.02 |
| Profit / (Loss) for the year |
(29.30) |
7.81 |
| Other Comprehensive Income for the year, net of tax |
(0.58) |
0.00 |
| Total Comprehensive Income for the year |
(29.88) |
7.81 |
DIVIDEND
In view of the brought forward losses, the Directors regret their inability to
recommend Dividend for the Financial Year under review.
TRANSFER TO GENERAL RESERVE
No amount has been transferred to the General Reserve for the year under review.
PERFORMANCE REVIEW & OUTLOOK
The Company posted Total Revenue of Rs. 19.02 Lakhs for the Financial Year ended on 31st
March, 2025 as compared to Rs.47.58 Lakhs for the Financial Year ended on 31st
March, 2024 and Net Loss of Rs. 29.30 Lakhs for the Financial Year ended 31st
March, 2025 as compared to Net profit after tax of Rs.7.81 Lakhs for the Financial Year
ended on 31st March, 2024. 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 31st March, 2025 stood at RS. 12,86,27,310/-
comprising of 1,28,62,731 Equity Shares of RS. 10/- each. During the year ended 31st March,
2025, the Company has issued 18,00,000 Equity Shares to the Promoter group and a
Non-Promoter on a preferential basis.
During the year under review, the Company has neither issued any shares with
differential voting rights nor granted stock options nor sweat equity.
The Shareholding of Directors of the Company (including Promoter Director) is given in
the Corporate Governance Report forming part of this report.
(ii) No. of meeting(s) of the Board
During the year under review, seven (7) Board Meetings were convened and held. The
details of such Board Meeting(s) are given in the Corporate Governance Report, which forms
an integral part of the Board's 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 31st March,
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 the Board's 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 / Courts or Tribunal
during the year under review which has an impact on the Going Concern status and Company's
operations in the future.
(vi) Particulars of Loans, Guarantees or Investments under Section 186
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 and Foreign Exchange Earnings and
Outgo
The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with
Rules 8 of the (Accounts) Rules 2014 in respect of conservation of energy and technology
absorption are not applicable to your Company.
The total foreign exchange earnings during the year under review and previous period is
NIL and total foreign exchange out go during the year under review and the previous period
is NIL.
(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
The Company is not having any Subsidiary, Joint Venture and Associate Companies during
the year under review.
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.hbleasing.com/Investor%20Information/Corporate%20Governance/index.
html
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 Auditor's confirming compliance(s) forms an
integral part of this report.
WHISTLE BLOWER POLICY -VIGIL MECHANISM
In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and
pursuant to the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Vigil Mechanism for Stakeholders, Employees and
Directors of the Company has been established. The Whistle Blower Policy duly approved by
the Board of Directors is available on the website of the Company having following web
link,
http://www.hbleasing.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 Company has not
entered into any materially significant Related Party Transaction under Sec 188 of the
Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. None
of the Directors has any pecuniary relationships or transactions vis-^-vis the Company.
The Company 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.hbleasing.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. 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 Board of Directors in
their meeting held on 12th February, 2016 has adopted a Policy for Preservation
of Documents & Archival thereof, classifying them in two categories as follows:
(a) documents whose preservation shall be permanent in nature;
(b) documents with preservation period of not less than eight years after completion of
the relevant transactions.
The said Policy is available on the Website of the Company having following web link,
http://www.hbleasing.com/Investor%20Information/Corporate%20Govemance/index.
html
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
In terms of RBI's Scale Based Regulations (SBR) effective from 01st October,
2022, the Board of Directors in their meeting held on 12th August, 2022 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 HARRASMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace. The Company has
adopted a Policy on prevention, prohibition and redressal of Sexual Harassment at
Workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
The Internal Complaint Committee comprises of following members:
i. Mrs. Banmala Jha, Presiding Officer
ii. Mrs. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a
Counsellor)
iii. Mr. Anil Goyal, Member (Managing Director)
iv. *Mrs. Reema Miglani, Member (Company Secretary of Associate Company)
*Appointed w.e.f.13th February, 2025
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 women employees were made 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 the Board's Report.
INTERNAL CONTROLS 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.
AUDITORS OF THE COMPANY
a) Statutory Auditors
The Shareholders in the 39th AGM held on 22nd September, 2022 had
appointed 'N. C. Agarwal & Associates', Chartered Accountants, Delhi (FRN 003273N) as
the Statutory Auditors for a term of five (5) consecutive years i.e. from the conclusion
of the 39th Annual General Meeting to the conclusion of 44th AGM 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.
b) Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, the Company has re-appointed 'Marv & Associates LLP',
Chartered Accountants, New Delhi for the Financial Year 2024-25 to perform the duties of
the Internal Auditors of the Company and their report is reviewed by the Audit Committee
on quarterly basis.
c) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has
appointed Mr. Dikshant Malhotra, Proprietor, Dikshant Malhotra & Associates', Company
Secretary in Practice to undertake the Secretarial Audit of the Company Practice for the
financial year 2024-25. The Secretarial Audit Report is enclosed as a part of this report
as “ANNEXURE - I”.
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, there were no appointment of directors of the Company.
During the year following changes occurred in the KMPs:
• Ms. Sonali Sharma resigned from the post of Company Secretary & Compliance
Officer of the Company with effect from 04th February, 2025.
• Mr. Shahbaz Khan was appointed as the Company Secretary & Compliance Officer
of the Company with effect from 13th February, 2025.
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Lalit Bhasin (DIN:
00002114), Chairman, 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.
The information on the Particular of Director eligible for Appointment / Re-appointment
in terms of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard - 2 issued by the Institute of Company
Secretaries of India has been provided in the Notes to the Notice convening the Annual
General Meeting.
(b) Declaration by 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 Board of Directors, on the recommendation of the Nomination & Remuneration
Committee, has approved a Policy for selection, appointment & remuneration including
criteria for determining qualifications, positive attributes of Directors, Key Managerial
Personnel (KMP) and Senior Management employees of the Company.
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:
• Identification and selection of persons for appointment as Director, KMP or at
Senior Management level considering their qualification, experience and integrity.
• Determining the appropriate size, diversity and composition of the Board.
• Developing a succession plan for the Board and Senior Management of the Company.
• To recommend all remuneration, in whatever form, payable to senior management.
• Considering and determining the remuneration based upon the performance to
attract retain and motivate members of the Board.
• Approving the remuneration of the Senior Management including KMPs of the
Company.
• Evaluation of performance of the Board, its committees, individual directors and
Senior Management Personnel on yearly basis.
• 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.hbleasing.com/Investor%20Information/Corporate%20Governance/
index.html
(d) Board Diversity
The Company recognizes the importance and benefits of having the diverse Board to
enhance quality of its performance.
The Company believes that a diverse Board will enhance the quality of the decisions
made by the Board by utilizing the different skills, qualification, professional
experience, gender, knowledge etc. of the members of the Board, necessary for achieving
sustainable and balanced growth of the Company. The Board of Directors on the
recommendations of the Nomination and Remuneration Committee has adopted a Policy on
Diversity of Board of Directors in terms of Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
(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. 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 13th 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 Company has one Executive Director, Mr. Anil Goyal. No remuneration is paid to him
as he holds the office of the Managing Director of HB Portfolio Limited and opts to draw
his remuneration from HB Portfolio Limited. The Non-Executive Directors are paid only
sitting fees for attending the meeting of the Board of Directors and the Committees
constituted by the Board.
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; & 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. Anil Goyal |
Managing Director (Executive) |
NIL |
NIL |
| 2. Mr. Lalit Bhasin |
Director (Non-Executive) |
NIL |
NIL |
| 4. Mrs. Sapna Khandelwal |
Director (Non-Executive) |
NIL |
NIL |
| 5. Mr. Vinay Shukla** |
Director (Non-Executive) |
NIL |
NIL |
| 5. Mr. C.P. Singh |
Chief Financial Officer |
10.7% |
|
| 6. Ms. Sonali Sharma * |
Company Secretary |
NIL |
|
| 7. Mr. Shahbaz Khan** |
Company Secretary |
NIL |
|
* Ms. Sonali Sharma has resigned w.e.f. 04th February, 2025.
**Mr. Shahbaz Khan was appointed as Company Secretary w.e.f. 13h February,
2025.
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: No Increase
(iii) There are two permanent employees on the rolls of Company as on 31st
March, 2025.
(iv) Average percentile increases already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: No Increase
(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 31st March, 2025:
a) Details of top ten employee in terms of remuneration drawn as on 31st
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 Employment held before joining the Company |
Percentage/ No. of Equity Shares held |
Whether any such employee is a relative of any director or manager
of the company |
| 1. Mr. C.P. Singh |
Chief Financial Officer |
12,02,480 |
Permanent |
LLB, MBA |
32 |
07-01-1992 |
56 |
|
|
No |
| 2. Mr. Shahbaz Khan |
Company Secretary |
1,16,700 |
Permanent |
CS |
|
13-02-2025 |
27 |
NA |
|
No |
Note: There are total 2 employees, details of which is 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:
None
SECRETARIAL STANDARDS
During the year under review, the Company has complied with all 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.hbleasing.com/Investor%20Information/Annual%20Returns/
Returns%20PDF/MGT-7 2025.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.
DIRECTORS' 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 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 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 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 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 |
|
HB Leasing and Finance Company Limited |
|
Sd/- |
|
LALIT BHASIN |
| Place: Gurugram |
(Chairman) |
| Date: 26th May, 2025 |
DIN: 00002114 |
