Harmony Capital Services Ltd Directors Report.

To

The Shareholders,

Your Directors present the 25th ANNUAL REPORT of Harmony Capital Services Limited (The Company) along with the Audited Financial Statement for the financial year ended on 31st March 2019.

1. FINANCIAL RESULTS

A summary of your Companys Financial Performance for the Financial Year ended 31st March 2019 is given below: -

(Amount in Rs. .)

PARTICULARS Financial Year Financial Year
2018-2019 2017-2018
Total Revenue 10,96,960 34,35,578
Expenses excluding Interest, Depreciation and amortization expenses 8,85,869 12,08,368
Depreciation and amortization expenses 2,095 2095
Finance Cost NIL NIL
Profit Before Tax (PBT) 2,08,996 22,25,116
Tax Expense 14,890 3,87,623
Net Profit for the Year 1,94,106 18,37,493
Other Comprehensive Income NIL NIL
Total Comprehensive Income 1,94,106 18,37,493
Add :- Balance b/f from the previous year (15,454,958) (17,292,451)
Balance available for Appropriation (15,260,852) (15,454,958)
Less :- Transferred to General Reserve NIL NIL
Proposed Dividend NIL NIL
Balance Carried to Balance Sheet (15,260,852) (15,454,958)

2. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits for Financial Year 2018-19 in the profit & Loss account

3. DIVIDEND

Due to non-availability of sufficient funds, your directors express their inability to recommend any dividend for the year under review.

4. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 and 134(3) of the Companies Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is attached as ANNEXURE- A

5. SHARE CAPITAL

The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st March, 2019 was Rs. 30,009,000/-. During the year under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity. As on 31st March, 2019 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

6. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet within the meaning of Section 73 of the Companies Act, 2013.

7. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET

There are no material events that have occurred after Balance Sheet

8. NUMBER OF MEEINGS OF THE BOARD

During Financial Year 2018-19 Five Board Meetings were held by the Company on 20th Apri 1 .,2018, 27th July.,2018, 6th Nov.,2018, 24th Jan.,2019 and 30th March.,2019. The intervening gap between the meetings was prescribed under the Companies Act.2013 and clause 49 of the Listing Agreement entered with the BSE. The number of Committee Meeting held during the Financial Year 2018-19 forms part of the Corporate Governance Report.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the Sections 134(5) of the Companies Act, The Board of Directors to the best of their knowledge and ability confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) they 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 of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

10. DIRECTORS AND KEY MANAGERIAL PERSONELS:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Shri Krishna Kumar Jhunjhunwala (DIN:00335070)Director of the Company retires by rotation at this AGM of the Company and being eligible, offers himself for reappointment. In accordance with the provision of the Act, the Articles of Association of the Company, and as per the Clause 49 of the listing agreement entered with Stock Exchange. The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE.

Mr. Asutosh Raulo, Chairman & Managing Director, Mr. Sunil Biharilal Kataria, CFO and Ms. Ramdulari Saini, Compliance Officer of the Company have been designated as the Key Managerial Personnel of the Company (KMP) pursuant to the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. DECLARATION OF INDEPENDENCY BY THE INDEPENDENT DIRECTORS

The Company has received declarations from both the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

12. INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company met on 6th November 2018 during the year inter-alia to discuss:

a. Evaluation of performance of Non-Independent Directors and the Board of the Company as a whole.

b. Evaluation of performance of the Chairman of the Company, taking in to account the views of Executive and No-Executive Directors.

c. Evaluation of Quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duty.

13. PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (SEBI Listing Regulations).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

15. AUDITORS AND AUDITORS REPORT.

The Shareholder of the Company in the 24th Annual General Meeting held on 28th Sept.,2018 had approved Appointment of M/s. D. Lodha & Associates., Chartered Accountants (Firm Registration No 135606W), Auditors of the Company, until the conclusion of 28th Annual General Meeting of the Company and authorized the Board to fix their remuneration. In terms of the requirements of the Act, their appointment is require to be ratified by the Members As per the provisions of Section 139 their appointment is required to be ratified in every Annual General Meeting and being eligible for appointment the Directors recommended for their reappointment for ratification.

The Company has received their consent and a certificate as required under Section 139 (1) of the Companies Act, 2013 from them to the effect that they qualify for their re-appointment, if made and it would be within the prescribed limits under Section 141 of the Companies Act, 2013.

Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

16. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report

17. . SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 the company has appointed Mrs. Manisha Agarwal, Company Secretary to undertake the Secretarial Audit of the Company for F.Y 2018-19. The Secretarial Audit report is annexed herewith as "Annexure B

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186.

There are no loans, Guarantees made under the provisions of Section 186 of the Companies Act, 2013 during the year. Further, pursuant to the provisions of section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

19. RELATED PARTY TRANSACTIONS:

There are no contracts or arrangements with related parties referred to section 188(1) of the companies Act, 2013. The Company has been uploaded on the website of the Company at http://www.hcsl.co.in/download/corporate_governance/Related-party-transaction-policy.pdf

20. SUBSIDIARY COMPANIES, JOINT VENTURES NAD ASSOCIATES COMPANIES

The Company does not have any Subsidiary and Associate Company or Joint venture

21. ADOPTION OF INDIAN ACCOUNTING STANDARDS

The Company adopted the Indian Accounting Standards ("Ind AS") notified under the Companies(Indian Accounting Standards) Rules, 2015 during the year for preparation and presentation of these Financial Statements. Consequently, the Financial Statements of the previous year have had to be restated to conform to the provisions of Ind AS. The corresponding reconciliation and description of the effects of this transition from the provisions of the Companies (Accounting Standards) Rules, 2005 has been provided under Note 13 to the Financial Statements

22. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:

Your Company has earned total revenue of t 10.97 lakhs in Financial Year 2018-19 as compared to revenue of ^34.36 lakhs in Financial Year 2017-18. The profit after tax in Financial Year 2018-19 is t 1.94 lacs as compared to Rs. 18.37 lakhs in Financial Year 2017-18.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force Comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the task Force to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower policy of the Company is available on its website " www.hcsl.co.in "

24. RISK MANAGEMENT

As per the Act, and as part of good corporate governance the Company has constituted the Risk Management Committee. The Committee is required to lay down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management. It was specifically confirmed to the Committee by the MD & CEO and the CFO that the mitigation plans are finalized and up to date, owners are identified and the progress of mitigation actions are monitored.

25. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under the Listing Regulations Forms an integral part of this Report. A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate

Governance as stipulated in regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of Internal Financial Control and their adequacy are included in the Management discussion & Analyses, which forms part of this Report.

27. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India ( Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations), is presented in separate section forming part of the Annual Report.

28. PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are not applicable to the Company, as the Company has not employed any employees whose salary exceeds the prescribed limits.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTATION, PROHIBITOON AND REDRESSAL ) ACT, 2013

The Company has in place a policy for Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Preservation, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. This Policy has been uploaded on the website of the Company. The Company has not received any complaint of sexual harassment during the Financial Year 2018-2019

30. PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT LISTING

The Equity Shares of the Company are at present listed and traded with the Bombay Stock Exchange

31. PAYMENT OF LISTING FEES

The Company has paid listing fee to the Bombay Stock Exchange.

32. DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2015 is furnished in as

Sr. No. Conservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo Remark
1 NIL NIL NIL NIL N.A

33. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledgement with gratitudes for the support and assistance to the Companys Bankers, Shareholders and Customers. Your Directors place on record their deep sense of appreciation for the devoted services of the executives and staff at all levels of the Company, to the growth & success of the Company.

BY ORDER OF THE BOARD
For HARMONY CAPITAL SERVICES LTD
Sd/-
ASUTOSH B. RAULO
MANAGING DIRECTOR
DIN: 1589574

PLACE: - MUMBAI.

DATE : - 06.08.2019