H. S. India Ltd Directors Report.

To,

The Members,

Your Directors are pleased to present the 32nd Annual Report of your Company together with the Audited Financial Statements and Auditors Report for the year ended 31st March, 2021.

FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars 2020-21 2019-20
Total Revenue 1049.71 2631.87
Net Operating Profit 156.84 514.53
Less: Interest & Finance Charges 173.06 219.83
Less: Depreciation 136.46 159.56
Net Profit/(Loss) Before Tax & Exceptional Items (152.68) 135.14
Add: Exceptional Items - -
Net Profit/(Loss) Before Tax (152.68) 135.14
Less : Provision for Taxation
- Net Current Tax - 37.00
- Deferred Tax (9.00) (28.00)
Net Profit/(Loss) After Tax (143.68) 126.14

OPERATIONS:

The total revenue of your Company for the year 2020-21 was Rs. 1049.71 Lakh, which was lower than the total revenue of previous year of Rs. 2631.87 Lakh due to impact of COVID- 19 pandemic. The Company reported Net Loss after tax of Rs. 143.68 Lakh for the year 202021 in comparison with a net profit after tax of Rs. 126.14 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, 2021, 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 on 31st March, 2021.

SHARE CAPITAL:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on 31st March, 2021, your Company has Six (6) Directors, which includes Two (2) Executive Directors, One (1) Non-Executive Director (Woman) and Three (3) Independent. Directors.

Mrs. Sangita Bansal, Director (DIN-01571275) of the Company is liable to retire by rotation at the forthcoming 32nd Annual General Meeting (AGM) and being eligible, offers herself for reappointment.

Mr. Ramesh Bansal, Director (DIN-00086256) of the Company, who retires by rotation and being eligible, was reappointed as a Director in 31st AGM held on 03.12.2020.

Mr. Ramesh Bansal, Managing Director (DIN-00086256) of the Company re-appointed as Managing Director for a period of 3 years w.e.f. 1St August, 2022 in forthcoming AGM.

On the recommendation of the Nomination and Remuneration Committee, the Board at their meeting held on 13th February, 2021 has re-appointed Mr. Dinesh Mistry (DIN- 07411914) as a Non-executive Independent Director for further period of 5 years w.e.f. 13th February, 2021 subject to approval of the members in the forthcoming AGM, who is highly renowned professionals drawn from diverse fields, who bring with him a wide range of skills and experience to the Board, which enhances the quality of the Boards functioning and its decision making process. The Company and the Board have immensely benefitted from his vast experience, knowledge and strategic insights on various matters relating to Companys business. Considering the enormous contributions of the Director to the functioning and performance of the Company, the Board was of the unanimous view that it will be in the best interest of the Company to appoint him as Non-executive Independent Directors for a term of 5 (five) years and shall not retire by rotation.

After Closure of the financial year, Mr. Pushpendra Bansal, Managing Director (DIN-00086343) has requested the Board to club his dual position as a Managing Director and Chief Executive Officer with one designation which is a Managing Director w.e.f. 14th August, 2021.

Mr. Ramesh Bansal is a Managing Director/CFO, Mr. Pushpendra Bansal is a Managing Director of the Company and Mr, Hitesh Limbani is 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 32nd AGM

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.

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.

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 2020-21 is uploaded on the Companys website www.hsindia.in.

BOARD MEETINGS:

During the year under review, 5 (Five) Board Meetings were held as per the requirements of the Act, Listing Regulation, Secretarial Standards and circulars/notifications issued thereon. The details of Board Meetings are 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 2020-21, are given in the Corporate Governance Report.

DIRECTORSRESPONSIBILITY 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, 2021, 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 on 31st March, 2021 and of the Loss 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, 2021, 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. J. M. Pabari and Associates, Chartered Accountants (Finn Reg. No.-117752W), was appointed as a 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.

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.

On the sad demised of CA Jayant Pabari, partner of M/s J. M. Pabari and Associates, Chartered Accountants, Baroda, the Board of Directors in their meeting held on 14th August, 2021, has appointed to M/s. K. K. Haryani & Co., Chartered Accountants (Firm Reg. No.- 121950W) at Bharuch as Statutory Auditors of the Company till the conclusion of this AGM.

Further, the Audit Committee and the Board of Directors of the Company has recommended in their meeting held on 14th August, 2021 for appointment of M/s. K. K. Haryani & Co., Chartered Accountants (Firm Reg. No.- 121950W) at Bharuch as the Statutory Auditors of the Company for a term of 5 (five) years i.e. from the conclusion of this AGM till the conclusion of 37th AGM of the Company.

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.

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 2020-21. The Secretarial Audit Report (Form No. MR-3) is annexed herewith as Annexure-5. The Secretarial Auditor has given the following qualification, reservation or adverse remark in their report for the Company as under.

(i) Pursuant to Regulation 14 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not paid listing fees to the BSE Limited within the prescribed time;

The Company has paid listing fees to BSE Limited on 16th July, 2020 without any interest and penalty.

(ii) As per requirement of Regulation 30 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not made disclosures regarding reappointment of Independent Directors along with outcome of Board Meeting.

The Company has made disclosures regarding re-appointment of Independent Directors as per format prescribed under Regulation 30 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 15th May, 2021.

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-18/Ind-AS-24 has been made in Notes to the Financial Statement.

Your Company is facing various financial crises due to COVID-19 pandemic and in the last two years it has been difficult to reimburse various costs like salaries of employees, operating expenses, financial expenses, etc. Therefore, on recommendation of the Audit Committee and

the Board of Directors of the Company, your Company is planning to lease the Hotel property located at Surat to Lords Inn Hotels and Developers Private Limited (related party) because of huge loss of COVID-19 pandemic for better growth and to sustain the business. The particulars of proposed business transaction will be provided in explanatory statement of Item No, 6 of Notice of 32nd AGM

LISTING ON STOCK EXCHNAGE:

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 2020-21 and 2021-22.

MATERIAL CHANGES AND COMMITMENTS:

The impact of COVID-19 on the Companys financial statements has been given in Note 31 of the Notes to financial statements for the year ended on 31st March, 2021 and for the period from the end of the financial year to which the financial statements relate and the date of this report. The Companys response to the situation arising from this pandemic has been explained in the Management Discussion and Analysis, which forms part of the Annual 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 are offered.

C. Total Foreign Exchange Earning and Outgo:

Particulars 2020-21 Amount (Rs.) 2019-20 Amount (Rs.)
Total Foreign Exchange used - -
Total Foreign Exchange earned 4,85,392 59,33,162

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.

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.

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 are 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, 2021.

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 RESPONSIBILTY:

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 PUSHPENDRA BANSAL
Place: Mumbai Managing Director/CFO Managing Director
Date : 14th August, 2021 DIN-00086256 DIN-00086343
Registered Office:
Unit No.202, Morya Blue Moon,
Off New Link Road, Andheri West,
Mumbai - 400 053, Maharashtra