h s india ltd Directors report

To,

The Members,

Your Directors are pleased to present the 34^th Annual Report of your Company together with the Audited Financial Statements and Auditors Report for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS: in Lakh)

Particulars	2022-23	2021-22
Total Revenue	2461.68	1851.77
Net Operating Profit	434.19	417.16
Less: Interest & Finance Charges	194.12	185.10
Less: Depreciation	111.93	110.67
Net Profit/(Loss) Before T ax & Exceptional Items	128.14	121.39
Add: Exceptional Items	--	--
Net Profit/(Loss) Before Tax	128.14	121.39
Less : Provision for Taxation
- Net Current Tax	32.64	19.10
- Deferred Tax	(8.00)	(6.00)
Net Profit/(Loss) After Tax	103.50	108.29

2. OPERATIONS:

The total revenue of your Company for the year 2022-23 was increased to Rs. 2461.68 lakh as against Rs. 185 1.77 lakh of the previous year. The Company reported net profit after tax of Rs. 103.50 lakh for the year 2022-23 in comparison with a net profit aft er tax of Rs. 108.29 lakh lakh of the previous y ear.

During the year, there is no change in nature of business o f the Company.

3. TRANSFER TO RESERVE:

For the financial year ended 31^st March, 2023, the Board has not proposed to transfer any amount to Reserves.

4. DIVIDEND:

In order to conserve resources, your Directors have not recommended any dividend on equity shares of the Company.

5. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year ended on 31^st March, 2023.

6. SHARE CAPITAL:

During the year under review, your Company has not issued any securities.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on 31^st March, 2023, your Company has Six (6) Directors, which includes Two (2) Executive Directors, One (1) Non-Executive Director (Woman) and Three (3) Independent Directors.

Mr. Pushpendra Bansal, Managing Director (DIN-00086343) of the Company, who retires by rotation and being eligible, was reappointed as a Director in 33^rd AGM held on 07.09.2022.

Mr. Pushpendra Bansal, Managing Director (DIN-00086343) of the Company was re-appointed as a Managing Director for the period of 3 years w.e.f. 11.09.2022 in 33^rd AGM.

Mr. Dinesh Mistry (DIN-07411914) has resigned from the post of Independent Director and various committee membership of the Company w.e.f. 28.07.2022 due to the other various assignments of travel business. The Directors expressed their deep appreciation and gratitude for the contribution made and guidance provided by Mr. Dinesh Mistry during his tenure as member of the Board of Directors .

Mr. Ghanshyam Parasram Mistry (DIN-09559172) and Mr. Adityabhai Jagdishbhai Joshi (DIN-07718831) were appointed as Non-executive Independent Directors for the period of 5 years w.e.f. 07.09.2022 in 33^rd AGM.

Mr. Shiladitya Mukherjee (DIN-08497453) has resigned from the post of Independent Director and various committee membership of the Company w.e.f. 19.09.2022 due to the other various assignments of Hospitality Business. The Directors expressed their deep appreciation and gratitude for the contribution made and guidanc e provided by Mr. Shiladitya Mukherjee during his tenure as member of the Board of Directors.

Mr. Ramesh Bansal, Managing Director (DIN-00086256) of the Company is liable to retire by rotation at the forthcoming 34^th AGM and being eligible, offers himself for re-appointment.

Mr. Ramesh Bansal is a Managing Director/CFO, Mr. Pushpendra Bansal is a Managing Director of the Company and Mr. Hitesh Limbani is a Company Secretary of the Company. Hence, the Company has all KMPs as per the provisions of Section 203 of the Companies Act, 2013.

Particulars as per Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 of the General Meeting are enclosed as an Annexure with the notice of 34^th AGM.

8. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) and Regulation 25 of the Listing Regulations. All the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

9. FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS:

As per Regulation 25 (7) of the Listing Regulations, Familiarisation Program has been carried out by the Company for the Independent Directors details of which has been posted on Companys website http://hsindia.in/wp-content/uploads/2018/05/Familiariziation Program.pdf.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and analysis as required under Regulation 34 (2) (e) of the Listing Regulations is annexed as Annexure-1 herewith and forms a part of this report.

11. CORPORATE GOVERNANCE:

In compliance with Regulation 34 (3) of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance is annexed as Annexure-2, forms an integral part of this report.

12. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-3.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-4.

13. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for the financial year 2022-23 is uploaded on the Companys website http://hsindia.in/wp- content/uploads/2023/08/MGT-7-Website.pdf

14. BOARD MEETINGS:

During the year under review, 5 (Five) Board Meetings were held as per the requirements of th e Act, Listing Regulation, Secretarial Standards and circulars/notifications issued thereon. The details of Board Meetings are given in the Corporate Governance Report.

15. COMMITTEE MEETINGS:

Details pertaining to the composition of Audit Committee and Other Committees and all meetings were held during the year 2022-23, are given in the Corporate Governance Report.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that:

(i) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed and no material departures have been made for the same.

(ii) the Directors have selected such accounting policies and applied them consistently and made judgment s 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 ended on 31^st March, 2023 and of the profit of the Company for the year ended on that date.

(iii) 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.

(iv) the Directors have prepared the accounts for the financial year ended 31^st March, 2023, on a ‘going concern basis.

(v) the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(vi) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

18. REMUNERATION POLICY:

The Companys policy relating to Nomination and Remuneration of Directors, Key Managerial Personnel and other Employee s as stipulated under Section 178 (4) of the Companies Act, 2013, has been disclosed in the Corporate Governance report.

19. STATUTORY AUDITORS:

M/s. K. K. Haryani & Co., Chartered Accountants (Firm Reg. No.-121950W), was appointed as a Statutory Auditors of the Company for a period of 5 years w.e.f. conclusion of the 32^nd AGM of the Company till the conclusion of the 37^th AGM of the Company.

The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self-explanatory and do not contain any qualification, reservation or adverse remark or disclaimer. No offence of fraud reported by them under Section 143 (12) of the Act.

20. INTERNAL AUDITOR:

M/s. J. Bhavsar & Co., Chartered Accountants (Firm Reg. No. 115613W) at Surat, the Internal Auditors of the Company have conducted periodic audit of all operations of the Company. The Audit Committee has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee.

21. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Manish R Patel, Company Secretary in Practice at Surat to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report (Form No. MR-3) is annexed herewith as Annexure-5. The report does not contain any qualifications, reservation or adverse remarks. No offence of fraud reported by them under Section 143 (12) of the Act.

22. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year, your Company does not have any Subsidiaries, Joint Ventures or Associate Companies.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Your Company has not given any loans or guarantees covered under the Provisions of Section 186 of the Companies Act, 2013. The details of the Investment made by the Company are given in the Note no. 3 to the financial statements.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. All related party transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and in repetitive nature. Policy on transactions with related parties as approved by the Board is

uploaded on the Companys website http://hsindia.in/wp-content/uploads/2021/05/Policy_of_ Related_Party_Transactions_1.pdf

During the year, your Company were not entered into any material related party transactions. 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.

Suitable disclosure as required under AS-18/Ind-AS-24 has been made in Note no. 34 to the Financial Statement.

25. LISTING ON STOCK EXCHANGE:

The Companys shares are listed with the BSE Limited and the Company has paid the necessary listing fees and custody fees for the Financial Year 2022-23 and 2023-24.

26. MATERIAL CHANGES AND COMMITMENTS:

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

27. REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the requirement of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, your Directors furnish hereunder the additional information as require d.

A. Conservation of Energy:

Your Company has made all possible efforts to closely monitor power consumption on daily basis so as to reduce wastage. The Company is also trying to find ways and means to reduce power consumption and thus reduce the overall energy cost.

Your Company is using PNG (Pipelines Natural Gas) in the Kitchen and other operational areas. Your Company is also using power savers in electric panels and in Guest Rooms with LED fittings. Your Company is also using DG set for utilising alternate sources of energy. During the year, your Company does not have any capital investment on energy conservation equipment.

B. Technology Absorption:

The project of your Comp any has no technology absorption, hence no particulars are offered.

C. Total Foreign Exchange Earning and Outgo :

Particulars	2022-23	2021-22
	(Rs. in Lakh)	(Rs. in Lakh)
Total Foreign Exchange used	--	--
Total Foreign Exchange earned	49.62	1.86

28. RISK MANAGEMENT:

Although not mandatory, the Company has constituted a Risk Management Committee as a measure of good governance. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

A Risk Management Policy was framed and approved by the Board. The objective of this policy is to minimize the adverse impact of various risks attached with the business goals and objectives and to enhance the value of stakeholders.

The Management has put in place adequate and effective system and man power for the purposes of risk management.

29. BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, Committees and the Directors individually. The manner in which the evaluation has been carried out, detailed below:

The performance evaluation of the Board as a whole, Chairman and Non Independent Directors was carried out by the Independent Directors. The Independent directors evaluated the parameters viz., level of engagement, duties, responsibilities, performance, obligations and governance safeguarding the interest of the Company. The performance evaluation of Independent directors was carried out by the entire Board.

30. BOARD DIVERSITY POLICY:

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The Board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website http://hsindia.in/wp- content/uploads/2021/05/BoardDiversityPolicy_1.pdf

31. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organisation. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Vigil Mechanism / Whistle Blower Policy in accordance with Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism / Whistle Blower Policy is available on the Companys website http://hsindia.in/wp- content/uploads/2021/05/VigilMechanism.pdf

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has duly constituted Internal Complaints Committee pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, the Company had not received any complaints and no complaints were pending as on 31^st March, 2023.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

During the year, no significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and Companys operations in future.

35. MAINTAINANCE OF COST RECORDS:

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

36. CORPORATE SOCIAL RESPONSIBILTY:

Provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company.

37. VALUATION:

During the year, there were no instances of Onetime Settlement with any Banks or Financial Institutions.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY C ODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

39. INDUSTRIAL RELATIONS:

During the period under review, the relations with the most valuable human resources of the Company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the Company.

40. ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to record their recognition of the customer support and patronage by the corporate houses in and around Surat.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

For and on behalf of the Board of Directors

Place: Mumbai	RAMESH BANSAL	PUSHPENDRA BANSAL
Date :11th August, 2023	Managing Director/CFO	Managing Director
Registered Office: Unit No.202, Morya Blue Moon, Off New Link Road, Andheri West, Mumbai - 400 053, Maharashtra.	DIN-00086256	DIN-00086343