H. S. India Ltd.
|BSE: 532145||Sector: Services|
|NSE: N.A.||ISIN Code: INE731B01010|
|BSE 14:27 | 19 Mar||9.63||
|NSE 05:30 | 01 Jan||H. S. India Ltd|
H. S. India Ltd. (HSINDIA) - Director Report
Company director report
Your Directors are pleased to present the 28th Annual Report of your Companytogether with the Audited Financial Statements and Auditors' Report for the year ended 31stMarch 2017.
The total revenue of your Company for the year 2016-17 was increased to Rs. 2338.02Lakh as against Rs. 2288.68 Lakh of the previous year. Net profit after tax of the Companywas decreased to Rs. 103.56 Lakh as against Rs. 110.83 Lakh of the previous year.
During the year there is no change in nature of business.
TRANSFER TO RESREVE:
For the financial year ended 31st March 2017 the Board has not proposed totransfer any amount to Reserves.
In order to conserve resources your Directors have not recommended any dividend onequity shares of the Company.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the yearended 31st March 2017.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Pushpendra Bansal Chairman and Joint Managing Director of the Company is liable toretire by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment. Particulars as per Regulation 36(3) of the Listing Regulationsare enclosed as an Annexure with the Notice of 28th Annual General Meeting.
Mr. Dinesh Mistry Director of the Company was appointed as an Additional IndependentDirector on February 13 2016 and appointed as a regular Independent Director in 27thAnnual General Meeting held on September 24 2016 for a period of 5 consecutive yearsw.e.f. February 13 2016 upto the date of February 12 2021 and shall not retire byrotation.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 16 (l)(b) and Regulation25 of the Listing Regulations.
FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS:
As per Regulation 25 (7) of the Listing Regulations Familiarisation Program has beencarried out by the Company for the Independent Directors details of which has been postedon Company's website www.hsindia.in.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and analysis as required under Regulation 34 (2) (e) of theListing Regulations is annexed as Annexure-1 herewith and forms a part of thisreport.
In compliance with Regulation 34 (3) of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance isannexed as Annexure-2 forms an integral part of this report.
RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION AND OTHERDISCLOSURES:
The table containing the names and other particulars of ratio of Directors'Remuneration to Median Employees' Remuneration in accordance with the provisions ofSection 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 Annexure-3.
PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration as per limits prescribed in Rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
EXTRACT OF ANNUAL RETURN:
As per Section 134 (3) (a) of the Companies Act 2013 the extract of the Annual Returnin Form MGT-9 is annexed as Annexure 4.
During the year under review 5 (Five) Board Meetings were held and the intervening gapbetween the meetings did not exceed the period prescribed under the Act ListingRegulation as well as Secretarial Standard the details of which are given in theCorporate Governance Report.
Besides the above several Committee Meetings of the Board were held during thefinancial year 2016-17 the details of which are given in the Corporate Governance Report.
Details pertaining to the composition of Audit Committee are included in the CorporateGovernance Report.
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 the Boardof Directors hereby confirms that:
(i) in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed and no materialdepartures have been made for the same.
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended 31stMarch 2017 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(iv) the Directors have prepared the accounts for the financial year ended 31stMarch 2017 on a going concern' basis.
(v) the Directors had laid down internal financial control to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company's policy relating to Nomination and Remuneration of Directors KeyManagerial Personnel and other Employees as stipulated under Section 178 (4) of theCompanies Act 2013 has been disclosed in the Corporate Governance report.
M/s. PARY & Co. Chartered Accountants (FR. No.-007288C) Statutory Auditors of theCompany holds office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment. The Company has received letter from them to the effect thattheir re-appointment if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act 2013 and that they are not disqualified for re-appointment. Thereport of the Statutory Auditors along with the notes to Schedules is enclosed to thisreport and does not contain any qualification reservation or adverse remark ordisclaimer.
M/s. J. Bhavsar & Co. Chartered Accountants at Surat the internal auditors of theCompany have conducted periodic audit of all operations of the Company. The AuditCommittee of the Board of Directors has reviewed the findings of Internal Auditorsregularly and their reports have been well received by the Audit Committee.
Pursuant to the provisions of Section 204 of the Companies Act 2013 your Company hadappointed Mr. Manish R Patel Company Secretary in Practice at Surat to undertake theSecretarial Audit of the Company for the Financial Year 2016-17. The Secretarial AuditReport (Form MR-3) is annexed herewith as Annexure-5. The report does not contain anyqualifications reservation or adverse remarks.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:
During the year your Company does not have any Subsidiaries Joint Ventures orAssociate Companies.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT:
Your Company has not given any loans or guarantees covered under the Provisions ofSection 186 of the Companies Act 2013. The details of the Investment made by the Companyare 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 atarm's length basis and were in the ordinary course of business. All related PartyTransactions were placed before the Audit Committee and the Board for approval. Prioromnibus approval of the Audit Committee has been obtained for the transactions which areof a foreseen and in repetitive nature. Policy on Transactions with Related Parties asapproved by the Board is uploaded on the Company's website www.hsindia.in.
During the year your Company were not entered into any material related partytransactions. Accordingly the disclosure of related party transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.
LISTING ON STOCK EXCHNAGE:
The Company's shares are listed with the BSE Limited and the Company has paid thenecessary listing fees for the Financial Year 2017-18.
MATERIAL CHANGES AND COMMITMENTS:
The Company has not made any material changes and commitments during the year whichaffect the financial position of the Company.
REPORT ON CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGAND OUTGO:
In accordance with the requirement of Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 (3) of the Companies (Accounts) Rules 2014 your Directors furnish hereunderthe additional information as required.
A. Conservation of Energy:
Your Company has made all possible efforts to closely monitor power consumption ondaily basis so as to reduce wastage. The Company is also trying to find ways and means toreduce power consumption and thus reduce the overall energy cost.
Your Company is using PNG (Pipelines Natural Gas) in the Kitchen and other operationalareas. Your Company is also using power savers in electric panels and in Guest Rooms withCFL 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 conservationequipment.
B. Technology Absorption:
The project of your Company has no technology absorption hence no particulars areoffered.
C. Total Foreign Exchange Earning and Outgo:
RISK MANAGEMENT POLICY:
Although not mandatory the Company has constituted a Risk Management Committee as ameasure of good governance. The details of the Committee and its terms of reference areset out in the Corporate Governance Report.
A Risk Management Policy was framed and approved by the Board. The objective of thispolicy is to minimize the adverse impact of various risks attached with the business goalsand objectives and to enhance the value of stakeholders.
Pursuant to the provisions of Companies Act 2013 and Regulation 17 (10) of the ListingRegulations Board has carried out an annual performance evaluation of its ownperformance Committees and the Directors individually. The manner in which the evaluationhas been carried out detailed below:
The performance evaluation of the Board as a whole Chairman and Non IndependentDirectors was carried out by the Independent Directors. The Independent directorsevaluated the parameters viz. level of engagement duties responsibilities performanceobligations and governance safeguarding the interest of the Company. The performanceevaluation of Independent directors was carried out by the entire Board.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined in the organisation. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of Internal Audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions suggested are presented to the Audit Committee of theBoard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted Vigil Mechanism / Whistle Blower Policy in accordance withSection 177 (9) of the Companies Act 2013 and Regulation 22 of the Listing Regulations todeal with instances of fraud and mismanagement if any. The Vigil Mechanism / WhistleBlower Policy have been uploaded on the Company's website www.hsindia.in.
APPOINTMENT OF M/S. BIGSHARE SERVICES PVT. LTD.:
Pursuant to the direction given by SEBI vide its order no. WTM/RKA/MIRSD2/41/2016 dated22.03.2016 your Company has appointed M/s. Bigshare Services Pvt. Ltd. as a Registrar& Share Transfer Agent in place of M/s. Sharepro Services (India) Pvt. Ltd. in itsboard meeting held on May 302016.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESS AL) ACT2013:
During the year no written complaints have been received by the Company pursuant toSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:
During the year no significant and material order has been passed by the RegulatorsCourts and Tribunals impacting the going concern status and Company's operations infuture.
ROLL OUT OF GST MODEL LAW:
In view of impending Roll out of GST with effect from 1st July 2017 thecompany is gearing up to get itself to the tune of the new GST frame work which will notonly lead to change in the indirect tax structure but shall also lead to the change in thebusiness process/functions. The Company has already obtained the provisional registrationin respect of all its units across the country. It has also started creating awarenessamongst the Marketing teams of various business segments its vendors and customers. Thecompany is also in the process of drawing implementation plan to get fully prepared andequipped under new regime.
During the period under review the relations with the most valuable human resources ofthe Company remained cordial and peaceful. Your Directors wish to place on record theirappreciation for the devoted services rendered by the staff of the Company.
Your Directors would like to express their appreciation for the assistance andco-operation received from the Financial Institutions the Bankers Governmentauthorities customers vendors and shareholders during the year under review. YourDirectors also wish to record their recognition of the customer support and patronage bythe corporate houses in and around Surat.
Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff which enable the Company todeliver a good alt round record performance.
For and on behalf of the Board of Directors