General information about company

Scrip code532873
NSE SymbolHDIL
MSEI SymbolNA
ISININE191I01012
Name of the entityHousing Development and Infrastructure Limited
Date of start of financial year01-04-2020
Date of end of financial year31-03-2021
Reporting QuarterYearly
Date of Report31-03-2021
Risk management committeeNot Applicable
Market Capitalisation as per immediate previous Financial YearAny other



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
Wether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEOYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
1MrRakesh Kumar WadhawanAAEPW7656G00028573Executive DirectorChairperson14-10-1952NA27-01-200430-09-20171000
2MrSarang WadhawanAAAPW2530R00028608Executive DirectorNot ApplicableMD05-10-1976NA04-03-200501-04-2016601020
3MrLalit Mohan MehtaABOPM0498D00458975Non-Executive - Independent DirectorNot Applicable20-01-1944Yes28-09-201914-06-200601-04-2019601121
4MrRaj Kumar Aggarwal AAFPF0554N02034914Non-Executive - Independent DirectorNot Applicable10-11-1956NA21-05-200801-04-2019601120



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
5MsSandhya Baliga AAJPB5194M07015987Non-Executive - Independent DirectorNot Applicable27-10-1953NA14-11-201428-09-2019601111
6MrHazari LalAAUPL4774C06696100Non-Executive - Independent DirectorNot Applicable11-09-1950NA14-11-201428-09-2019601100



Text Block

Textual Information(1)
 1. Pursuant to an application filed by Bank of India before the Honble National Company Law Tribunal, Mumbai Bench (NCLT) in terms of Section 7 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder (Code), the NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process (CIR process or CIRP) of the Company vide its order dated August 20, 2019 (Admission Order). The Honble NCLT had, pursuant to the Admission Order, appointed Abhay Narayan Manudhane as an interim resolution professional for the Company (IRP). In terms of the Admission Order, inter alia, the management of the affairs of the Company was vested in the IRP. Thereafter, the Committee of Creditors ("CoC") of the Company appointed Abhay Narayan Manudhane as Resolution Professional for the Company (RP or Resolution Professional).

2. During the year, Mr. Lalit Mohan Mehta, Mr Raj Kumar Aggarwal ,Ms Sandhya Baliga and Mr Hazari Lal have resigned and has also filed their respective DIR-11 forms with the Registrar of Companies. The aforementioned resignations were put up to the CoC of the Company for their consideration in accordance with Section 28(1)(j) of the Code. However, CoC of the Company considered the resignations tendered by the above directors and expressed a view that the resignations cannot be accepted.





Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
107015987Sandhya Baliga Non-Executive - Independent DirectorChairperson14-11-2014
200458975Lalit Mohan MehtaNon-Executive - Independent DirectorMember01-04-2014
302034914Raj Kumar Aggarwal Non-Executive - Independent DirectorMember01-04-2014


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100458975Lalit Mohan MehtaNon-Executive - Independent DirectorChairperson01-04-2014
202034914Raj Kumar Aggarwal Non-Executive - Independent DirectorMember01-04-2014
306696100Hazari LalNon-Executive - Independent DirectorMember14-11-2014


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100458975Lalit Mohan MehtaNon-Executive - Independent DirectorChairperson01-04-2014
200028608Sarang WadhawanExecutive DirectorMember01-04-2016
302034914Raj Kumar Aggarwal Non-Executive - Independent DirectorMember14-02-2019


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100028608Sarang WadhawanExecutive DirectorChairperson01-04-2016
206696100Hazari LalNon-Executive - Independent DirectorMember14-11-2014


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100028573Rakesh Kumar WadhawanExecutive DirectorChairperson30-09-2017
200028608Sarang WadhawanExecutive DirectorMember01-04-2016
300458975Lalit Mohan MehtaNon-Executive - Independent DirectorMember01-04-2014


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks
100028573Rakesh Kumar WadhawanFinance CommitteeExecutive DirectorChairperson
200028608Sarang WadhawanFinance CommitteeExecutive DirectorMember

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
1
The Company has been admitted under IBC, hence the Board is suspended and thus no Board Meeting was held during the quarter.
No
2
The Company has been admitted under IBC, hence the Board is suspended and thus no Board Meeting was held during the quarter.
No



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
1Audit Committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No
2Audit Committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No
3Nomination and remuneration committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No
4Nomination and remuneration committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No
5Stakeholders Relationship Committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No
6Stakeholders Relationship Committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No



Annexure 1

IV. Meeting of Committees

SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
7Risk Management Committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No
8Risk Management Committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No
9Corporate Social Responsibility Committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No
10Corporate Social Responsibility Committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No
11Other CommitteeFinance Committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No
12Other CommitteeFinance Committee
The Company has been admitted under IBC, hence the Board is suspended and thus no Board/Committee Meeting was held during the previous quarter.
No



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedNA
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA


Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 500 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.No
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.No
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)

Annexure 1

SrSubjectCompliance status
1Name of signatoryAbhay Manudhane - Resolution Professional
2DesignationCEO



Text Block

Textual Information(1)
The Company has been admitted under IBC, hence the board is suspended and no meetings were held in the quarter.



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeswww.hdil.in
2Terms and conditions of appointment of independent directorsYeswww.hdil.in
3Composition of various committees of board of directorsYeswww.hdil.in
4Code of conduct of board of directors and senior management personnelYeswww.hdil.in
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.hdil.in
6Criteria of making payments to non-executive directorsYeswww.hdil.in
7Policy on dealing with related party transactionsYeswww.hdil.in
8Policy for determining ‘material’ subsidiariesYeswww.hdil.in
9Details of familiarization programmes imparted to independent directorsYeswww.hdil.in

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.hdil.in
11email address for grievance redressal and other relevant detailsYeswww.hdil.in
12Financial resultsNoThe Auditors were appointed at the AGM held on 30th December 2020 and the financial results for the period 2020-21 is under audit.
13Shareholding patternNoDue to non payment of fees of NSDL and CDSL, we have not received benpose from them and thus the shareholding pattern was not received.
14Details of agreements entered into with the media companies and/or their associatesNA
15Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeNA
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no Board Meeting was held after the commencement of CIRP.
18Credit rating or revision in credit rating obtainedNA
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearNo All the subsidiary accounts are not made available.
20Whether company has provided information under separate section on its website as per Regulation 46(2)NoPartially available at www.hdil.in
21Materiality Policy as per Regulation 30Yeswww.hdil.in
22Dividend Distribution policy as per Regulation 43A (as applicable)Yeswww.hdil.in
23It is certified that these contents on the website of the listed entity are correctYeswww.hdil.in
Disclosure of notes on website in terms of Listing Regulations explantory [Text Block]Textual Information(1)


Text Block

Textual Information(1)
Pursuant to an application filed by Bank of India before the Honble National Company Law Tribunal, Mumbai Bench (NCLT) in terms of Section 7 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder (Code), the NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process (CIR process or CIRP) of the Company vide its order dated August 20, 2019 (Admission Order). The Honble NCLT had, pursuant to the Admission Order, appointed Abhay Narayan Manudhane as an interim resolution professional for the Company (IRP). In terms of the Admission Order, inter alia, the management of the affairs of the Company was vested in the IRP. Thereafter, the Committee of Creditors ("CoC") of the Company appointed Abhay Narayan Manudhane as Resolution Professional for the Company (RP or Resolution Professional).



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1B)Yes
3Meeting of Board of directors17(2)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no Board Meeting was held during the quarter.
4Quorum of Board meeting17(2A)NA
5Review of Compliance Reports17(3)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no Board Meeting was held during the quarter.
6Plans for orderly succession for appointments17(4)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no Board Meeting was held during the quarter.
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no Board Meeting was held during the quarter.

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)NA
13Recommendation of Board17(11)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no Board Meeting was held during the quarter.
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no Committee Meeting was held during the quarter.
17Composition of nomination & remuneration committee19(1) & (2)Yes
18Quorum of Nomination and Remuneration Committee meeting19(2A)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no Committee Meeting was held during the quarter.
19Meeting of Nomination and Remuneration Committee19(3A)NA
20Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Meeting of Stakeholders Relationship Committee20(3A)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no Committee Meeting was held during the quarter.
22Composition and role of risk management committee21(1),(2),(3),(4)Yes
23Meeting of Risk Management Committee21(3A)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no Committee Meeting was held during the quarter.
24Vigil Mechanism22Yes
25Policy for related party Transaction23(1),(1A),(5),(6),(7) & (8)Yes
26Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)NA
27Approval for material related party transactions23(4)NA
28Disclosure of related party transactions on consolidated basis23(9)NA
29Composition of Board of Directors of unlisted material Subsidiary24(1)NA
30Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Annual Secretarial Compliance Report24(A)NoAnnual Secretarial Audit is under Process
32Alternate Director to Independent Director25(1)NA
33Maximum Tenure25(2)NA
34Meeting of independent directors25(3) & (4)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no Committee Meeting was held during the quarter.
35Familiarization of independent directors25(7)NA
36Declaration from Independent Director25(8) & (9)NoThe Company has been admitted under IBC, hence the Board is suspended and thus no declaration has been received
37D & O Insurance for Independent Directors25(10)NoThe Company has been admitted under IBC, hence the Board is suspended and no D & O policy has been obtained by the company
38Memberships in Committees26(1)Yes
39Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)NoThe Company has been admitted under IBC, hence the Board is suspended
40Disclosure of Shareholding by Non-Executive Directors26(4)NoThe Company has been admitted under IBC, hence the Board is suspended and thus disclosure has been received
41Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryAbhay Manudhane - Resolution Professional
2DesignationCEO



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedYes
Any other information to be provided




Annexure II

1Name of signatoryAbhay Manudhane - Resolution Professional
2DesignationCEO



Signatory Details

Name of signatoryAbhay Manudhane - Resolution Professional
Designation of personCEO
PlaceMumbai
Date14-04-2021