H. S. India Ltd Directors Report.

To.

The Members,

Your Directors are pleased to present the 30th Annual Report your Company together with the Audited Financial Statements and Auditors Report for the year ended 31st March. 2019.

FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars 2018-19 2017-18
Total Revenue 2954.68 2743.83
Net Operating Profit 627.07 632.70
Less: Interest & Finance Charges 204.64 249.47
Less: Depreciation 171.79 210.99
Net Profit Before Tax & Exceptional Items 250.64 172.24
Add: Exceptional Items - 3.75
Net Profit Before Tax 250.64 175.99
Less : Provision for Taxation
- Net Current Tax 87.00 73.50
- Deferred Tax (13.17) (90.23)
Net Profit After Tax 176.81 192.72

OPERATIONS:

The total revenue of your Company for the year 2018-19 was increased to Rs. 2954.68 Lakh as against Rs. 2743.83 Lakh of the previous year. Net Profit after tax of the Company was decreased to Rs. 176.81 Lakh as against Rs. 192.72 Lakh of the previous year.

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

TRANSFER TO RESERVE:

For the financial year ended 31st March. 2019. the Board has not proposed to transfer any amount to Reserves.

DIVIDEND:

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

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 31st March, 2019.

SHARE CAPITAL:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Sangita Bansal. Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

Mr. Pushpendra Bansal. Chief Executive officer of the Company was appointed as an Additional Director w.e.f. 31st May, 2019 and holds office upto the date of this ensuing AGM.

He is proposed to be appointed as a Managing Director of the Company for a period of 3 years in this ensuing AGM w.e.f. 11th September, 2019.

Mr. Shiladitya Mukherjee was appointed as an additional director (in the capacity of independent director) of the Company w.e.f. 3rd August, 2019 and holds office upto the date of this ensuing AGM. He is proposed to be appointed as an Independent Director of the Company for a period of 5 years w.e.f. the date of his appointment as an additional director i.e. 3rd August, 2019 upto the date of 2nd August, 2024 and shall not retire by-rotation.

Mr. Pradeep Dhawan was appointed as an independent director of the Company w.e.f. 25th AGM held on 11th September, 2014 for a period of 5 years. He is proposed to be re-appointed as an Independent Director of the Company for a further period of 5 years w.e.f. 11th September, 2019 upto the date of 10th September, 2024 and shall not retire by rotation.

Mr. Ramesh Bansal was re-appointed as Managing Director of the Company for a period of 3 years w.e.f. 1st August. 2019 and he, who retires by rotation and being eligible, was also re-appointed as a director in 29th AGM held on 25th September, 2018. He is proposed to be continued his term as a Managing Director in this ensuing AGM as his age is exceeding 70 years on 4th October, 2019.

Particulars as per Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 of the General Meeting arc enclosed as an Annexure with the notice of 30th Annual General Meeting.

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 (l)(b) and Regulation 25 of the Listing Regulations.

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 www.hsindia.in.

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.

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.

RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION AND OTHER DISCLOSURES:

The table containing the names and other particulars of ratio of Directors Remuneration to Median Employees Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexurc-3.

PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration as per limits prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

As per Section 92 (3) of the Companies Act, 2013, the extract of the Annual Return in Form MGT-9 is annexed as Annexure-4 and the same has been posted on the Companys website www.hsindia.in .

BOARD MEETINGS:

During the year under review, 4 (Four) Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, Listing Regulation as well as Secretarial Standard, the details of which arc given in the Corporate Governance Report.

COMMITTEE MEETINGS:

Details pertaining to the composition of Audit Committee and Other Committees and all meetings were held during the year 2018-19, are given in the Corporate Governance Report.

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 31st March, 2019. 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 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 ended 31st March. 2019 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 31st March, 2019. 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.

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.

REMUNERATION POLICY:

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

STATUTORY AUDITORS:

M/s. Pary & Co., Chartered Accountants (Firm Reg. No-007288C). were appointed as Statutory Auditors of the Company up to the conclusion of the 30th 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 fraud reported by them under Section 143 (12) of the Act.

On the expiry of the term of the existing statutory auditor of the Company, the Audit Committee of the Company has proposed and the Board of Directors in its meeting held on 2nd August, 2019 has recommended the appointment of M/s. J. M. Pabari & Associates, Chartered Accountants (Firm Reg. No-117752W), as the statutory Auditors of the Company for a period of 5 years w.e.f. conclusion of the 30th AGM of the Company till the conclusion of the 35th AGM of the Company subject to the approval of shareholders of the Company in this ensuing AGM.

INTERNAL AUDITOR:

M/s. J. Bhavsar & Co., Chartered Accountants 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.

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 2018-19. 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.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

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

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 notes to the financial statements.

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 www.hsindia.in.

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-l8/lnd-AS-24 has been made in Note to the Financial Statement.

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 2019-20.

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.

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 required.

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 Company has no technology absorption, hence no particulars arc offered.

C. Total Foreign Exchange Earning and Outgo:

Particulars 2018-19 2017-18
Amount (Rs.) Amount (Rs.)
Total Foreign Exchange used - -
Total Foreign Exchange earned 4,412,156 3.700.742

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. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act. 2013 and Regulation 17 (10) of the Listing Regulations, 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.

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 www.hsindia.in.

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 arc presented to the Audit Committee of the Board.

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 www.hsindia.in.

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 31st March, 2019.

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.

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.

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.

CORPORATE SOCIAL RESPONSIBILITY:

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

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
RAMESH BANSAL SANGITA BANSAL
Place: Mumbai Managing Director Director
Date : 2nd August, 2019 DIN-00086256 DIN-01571275

Registered Office:

Unit No.202. Morya Blue Moon.

Off New Link Road, Andheri West,

Mumbai - 400 053,

Maharashtra