Has Lifestyle Ltd Directors Report.

To,

The Members, Has Lifestyle Limited

Dear Members,

The Board of Directors hereby submits the report of the business and operation of your Company (Has Lifestyle Limited) along with the audited financial statement, for the financial year ended March 31st, 2019.

RESULTS OF OUR OPERATIONS;

Particulars 2018-19 2017-2018
Income
Net Sales from operations 12,11,56,465 9,02,34,604
Other Operating Income 44,51,628 1,09,44,805
Total Income 12,56,08,093 10,11,73,409
Expenses
Less: Expenses (11,91,37,188) (9,63,63,849)
Less: Depreciation and amortisation expense (72,45,961) (45,73,332)
Total Expenses (12,63,83,150) (10,09,37,181)
Profit before Tax (Loss) (7,75,056) 2,42,228
Tax Expenses (Including deferred Tax) (3,84,686) -2,76,549
Profit for the year (Loss) (3,90,370) 5,18,777
Earnings Per Share [nominal value of shares Rs.10/-
(previous year Rs.10/-)]Basic and Diluted (0.08) 0.11

BUSINESS PERFORMANCE/STATE OF COMPANYS AFFAIR;

The Company has loss of Rs. (3,90,370)/- during the year as compared to Rs. 5,18,777 /- previous year. The Net Sales from operation of Rs. 12,11,56,465/- during the year as compared to Rs. 9,02,34,604/- previous year. Percentage wise there has been of tremendous increase of 34.27% in net sales from operation as compare to previous year.

FUTURE OUTLOOK;

It is expected that with the improvement in the economy & with the efforts made by the Company management, the Company will be able to increase its revenue in the current year.

DIVIDEND;

No dividend was declared for the current financial year due to loss incurred by the company.

TRANSFER TO RESERVES;

During the year under review, Company had not transferred any amount to the General Reserves.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 entered with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON "RELATED PARTY DISCLOSURES":

As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 with Stock Exchanges, the disclosure in compliance with the accounting standard on "related party disclosures are enclosed as a part of this report.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company has the following Company as its Holding Company at the year end.

Sr. No. Name of the Company Joint Venture/ Associate/Holding No. of shares held in%
1.Team India Managers Limited Holding 58.69%
(CIN: U93000MH2007PLC169654)

Your Company does not have any no subsidiary Companies/Associates and Joint Venture Company at the year end.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) read with Schedule V of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provisions as specified in regulation 27 shall not apply to your Company. As there is no requirement to attach the corporate governance report. Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES) enabling the investors to register their complaints if any for speedy redressal.

LISTING WITH STOCK EXCHANGE:

The Equity Shares of the Company continues to be listed at Small and Medium Enterprise platform of Bombay Stock Exchange (BSE). The scrip code number of the Equity shares of the Company on BSE is 780014. The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to Small and Medium Enterprise platform of Bombay Stock Exchange (BSE)where the Companys Shares are listed.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS;

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

PUBLIC DEPOSITS;

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY;

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: i) Changes in Board and Key Managerial Personnel:

Mr. Hemang Bhatt (Din No. 01353668) is re-appointed as Managing Director of the Company subject to the approval of shareholders in ensuing Annual General Meeting.

Ms. Yogesh Dave resigned w.e.f. 21st June, 2019 from the designation of Company Secretary, Compliance Officer of the company.

As per the provisions Section 152 of the Companies Act 2013, Mrs. Niru Kanodia, retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT;

Pursuant to Section 134(3) (c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

In the preparation of the Annual Accounts for the year ended March 31st, 2019, the applicable Accounting Standards, have been followed and there are no material departures from the same;

the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2019 and of the loss of the Company for the year ended on that date;

the Directors 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;

the Directors have prepared the annual accounts on a ‘going concern basis;

the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the

Companys internal financial controls were adequate and effective during Financial Year 2018-19.

SECRETARIAL STANDARDS

The company has complied with the applicable secretarial standards as issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS;

The Audit Committee and the Board of Directors recommends the appointment of M/S Kantilal Jain & Co. Chartered Accountant (Firm Registration no. 104793W) as the Statutory Auditors of your Company for the financial year 2019-20 and to hold office until the conclusion of the next Annual General Meeting.

The appointment of M/S Kantilal Jain & Co. Chartered Accountant (Firm Registration no. 104793W) is proposed in the ensuing Annual General meeting as the Statutory Auditors of the Company for the year 2019-20 i.e to hold the office form ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.

The Auditors Report for the financial year 2018-19, does not contain any qualification, reservation or adverse remark.

INTERNAL AUDIT:

As per the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, MR. DIVESH JAIN, Chartered Accountants (Membership No. 139654) has been appointed as Internal Auditor of the company for the year 2018-19.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT;

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Your Company has appointed Mrs. Poonam Yadav, Proprietor of M/s. Poonam Yadav & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2019. The Secretarial Audit Report (Form MR-3) for the financial year 2018-2019, part of the Annual Report as "Annexure [B]" to the Boards Report.

The Secretarial Audit Report contains no qualification, reservation or adverse remark regarding noncompliance under Companies Act, 2013

SHARE CAPITAL; a) Authorised Capital: There has been no change in the Authorised Capital of the Company during the year.

b) Issued/Subscribed/Paid Up: There has been no change in the Issued /Subscribed/Paid Up Capital of the Company during the year.

c) Bonus Shares: No bonus shares were issued during the financial year.

d) Issue of equity shares with differential rights: There were no shares issued with differential rights during the financial year 2018-19.

e) Issue of sweat equity shares: No sweat equity shares were issued during the financial year 2018-19.

f) Issue of employee stock options: No employee stock option was given or issued during the financial year 2018-19.

g) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees: There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.

EXTRACT OF ANNUAL RETURN (FORM MGT-9);

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return (Form MGT-9) in the prescribed format is appended as "Annexure [A]" to the Boards report. It shall be also available at the Website of the Company under Extract of Annual Return and the web-link of the same is wwwhasjuicebar.com under investors relations/ Extract of Annual Return.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES;

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure [C]" to the Boards Report

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS;

The Particulars of Loans, Guarantees and Investment have been disclosed in the notes to the financial statements.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES;

Details of the ratio of the remuneration of each Director to the median remuneration of the employees and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as "Annexure [D]"

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO;

(A) Conservation of energy:

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption:

The management keeps itself abreast of the technological advancements in the industry and has adopted the state-of-the-art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign exchange earnings and Outgo: a) The foreign exchange earnings - Nil (previous year Nil). b) The foreign exchange expenditure Nil (previous year Nil).

CORPORATE SOCIAL RESPONSIBILITY (CSR);

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made.

COMPOSITION OF THE BOARD;

Name of Director Status of Directorship Date of Appointment Date of Resignation
Mr. Hemang Bhatt Managing Director 04/09/2010 -
Mrs. Niru Kanodia Non Executive Director 04/09/2010 -
Mr. Kapil Agrawal Non Executive Director, 07/07/2014 -
Independent Director
Mr. AmitKumar Rungta Non Executive Director, 05/03/2018 -
Independent Director

DECLARATION BY INDEPENDENT DIRECTORS;

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

DETAILS OF BOARD MEETINGS;

The Board met Eight (08) times during the financial year, the details of which are given below. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Date of the meeting No. of Directors attended the meeting
02nd April 2018 04
03rd May 2018 02
23rd May 2018 04
01st June 2018 02
02nd August 2018 02
14th August 2018 02
14th November 2018 04
31st January 2019 03

COMMITTEES OF THE BOARD;

Currently, the Board has two committees: The Audit Committee, the Nomination and Remuneration Committee. All committees consisted two Independent Directors and one Non-Executive Director.

A) Audit Committee

Name of Directors Status Category
Mr. Kapil Agrawal Chairman Non-Executive, Independent Director
Mr. Amitkumar Rungta Member Non-Executive, Independent Director
Ms. Niru Kanodia Member Non-Executive Director

B) Nomination and Remuneration Committee

Name of Directors Status Category
Mr. Kapil Agrawal Chairman Non-Executive, Independent Director
Mr. Amitkumar Rungta Member Non-Executive, Independent Director
Ms. Niru Kanodia Member Non-Executive Director

MEETINGS OF COMMITTEES:

Audit Committee:

The Committee met 02 times during the financial year, the details of which are given below. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Date of the meeting No. of Directors attended the meeting
23rd May 2018 04
14th November 2018 04

Nomination and Remuneration Committee:

The Committee met 01 times during the financial year, the details of which are given below. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Date of the meeting No. of Directors attended the meeting
31st January 2019 02

VIGIL MECHANISM/WHISTLE BLOWER POLICY;

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.

The purpose of the "Whistle blower Policy" is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy.

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.hasjuicebar.com under investors/policies/Vigil Mechanism.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE;

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has formulated and implemented a policy on prevention of sexual harassment at workplace. During the year under review, no complaints were reported to the Board. This Policy was considered, approved and adopted by the Board under investors/policies/prevention of Sexual Harassment at workplace.

RISK MANAGEMENT;

Your Board of Directors has not formulated & adopted Risk Management Policy required under the provisions and guidelines of SEBI and as such said provisions not applicable to the Company.

BOARD EVALUATION;

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared as per the requirement of the act which included various aspects of Boards and Committees functioning, Composition of the Board and its Committees, functioning of the Individual directors. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices and the fulfilment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors. The Board expressed their satisfaction with the evaluation process.

COST AUDIT;

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2018-19.

MATERIAL CHANGES;

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any. There had been no changes in the nature of companys business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.

CORPORATE GOVERNANCE;

As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provisions as specified in regulation 27 shall not apply to your Company. As there is no requirement to attach the corporate governance report.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING;

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Name of the policy Brief description Weblink
Policy for document retention and archival policy. The policy deals with the retention and archival of corporate records of Infosys Limited and all its subsidiaries. http://www.hasjuicebar.com/pdf /annex-1.pdf
Determination Of Materiality For Disclosures Of Events Or Information This policy applies to disclosures of material events affecting Infosys and its subsidiaries. This policy is in addition to the Companys corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information. http://www.hasjuicebar.com/pdf /annex-2.pdf
Whistle Blower Policy (Policy on vigil mechanism) The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys code of conduct and ethics. There has been no change to the Whistle blower Policy adopted by the Company during fiscal 2016. http://www.hasjuicebar.com/pdf /annex-3.pdf

ACKNOWLEDGEMENTS:

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. Your Directors also wish to place on record their gratitude to the Securities and Exchange Board of India (SEBI), SME BSE Limited (BSE), Registrar of Companies (ROC), the Income Tax Department, the Reserve Bank of India, the State Governments, and other government agencies National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and the shareholders for their continued support and confidence.

By order of the Board

For Has Lifestyle Limited

Sd/- Sd/-
Hemang Bhatt Niru Kanodia
Managing Director Director
(DIN: 01353668) (DIN: 02651444)
Place: Mumbai
Date: 26.08.2019