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Has Lifestyle Ltd.

BSE: 780014 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE888Q01016
BSE 05:30 | 01 Jan Has Lifestyle Ltd
NSE 05:30 | 01 Jan Has Lifestyle Ltd

Has Lifestyle Ltd. (HASLIFESTYLE) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits the report of the business and operation of yourCompany (Has Lifestyle Limited) along with the audited financial statement for thefinancial year ended March 31st 2016.

1. Results of our operations:

(Amount in Rs.)

Particulars 2015-2016 2014-2015
Net Sales from operations 36775164 18848737
Other Operating Income 3766448 7200333
Total Income 40541612 26049070
Less: Expenses (37091964) (21072375)
Less: Depreciation and amortisation expense (2009730) (891917)
Total Expenses (39101694) (21964292)
Profit before Tax 1439918 4084778
Tax Expenses (Including deferred Tax) (269338) 8881
Profit for the year 1709256 4075897
Earnings Per Share[nominal value of shares Rs.10/- (previous year Rs.10/-)] Basic and Diluted 0.36 0.86

2. Business Performance/State of Company's affair:

The Company has earned net profit of Rs.1709256/- during the year as compared toRs.4075897/- previous year . The Net Sales from operation of Rs.36775164/- during theyear as compared to Rs.18848737/- previous year. Percentage wise there has been oftremendous increase of 95% in net sales from operation as compare to previous year.

3. Future Outlook:

It is expected that with the improvement in the economy & with the efforts made bythe Company management the Company will be able to increase its revenue in the currentyear.

4. Dividend:

The Directors of the Company have decided to conserve the resources and no dividend isbeing recommended.

5. Transfer to reserves:

During the year under review Company had not transferred any amount to the GeneralReserves.

6. Significant/Material Orders Passed By the Regulators:

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

7. Public Deposits;

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

8. Internal financial control and its adequacy;

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

9. Directors and Key Managerial Personnel:

During the year under review Ms. Poonam Yadav was appointed as Chief Financial Officerof the Company with effect from June 01 2016.

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

10. Directors' Responsibility Statement;

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

• in the preparation of the Annual Accounts for the year ended March 31st 2016the applicable Accounting Standards read with requirements set out under Schedule III tothe Act have been followed and there are no material departures from the same;

• the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31st 2016and of the loss of the Company for the year ended on that date;

• the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and

• the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

11. Statutory Auditor;

The appointment of M/S. S. V. Niphadkar & Co. Chartered Accountants (Firm Reg.No. 129430W) Mumbai is being ratified as the Statutory Auditors of the Company and theyshall hold the office up to the conclusion of the ensuing Annual General Meeting and beingeligible offers themselves for re-appointment for the financial year 2016-2017 and tillthe conclusion of the next Annual General Meeting.

Your Company has received written consent and a certificate stating that they satisfythe 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 accordancewith the applicable provisions of the Companies Act 2013 and rules issued there under.

The Audit Committee and the Board of Directors recommends the appointment of M/S. S. V.Niphadkar & Co. Chartered Accountants (Firm Reg. No. 129430W) as the StatutoryAuditors of your Company for the financial year 2015- 16 and to hold office until theconclusion of the next Annual General Meeting. The Auditors' Report for the financial year2015-16 does not contain any qualification reservation or adverse remark.

The Auditors have referred to certain routine matters in their report and therespective notes to the accounts are self-explanatory.

12. Internal Audit;

As per the provisions of Section 138 of the Companies Act 2013 and rules madethereunder. M/s. S. Rajesh & Co. Chartered Accountants (Membership No. 19372) wasappointed as Internal Auditor of the company with effect from 01st June 2016.

13. Secretarial Auditor & Secretarial Audit Report;

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mrs. Uma Lodha Proprietor of M/s. Uma Lodha & Co. Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year ended31st March 2016 to conduct the Secretarial Audit of your Company. TheSecretarial Audit Report (Form MR-3)for the financial year 2015-2016 part of the AnnualReport as "Annexure [A]" to the Board's Report.

The Secretarial Audit Report contains a qualification reservation or adverse remarkregarding noncompliance under Companies Act 2013.

i) The Auditor has mentioned in their report about non appointment of Chief FinancialOfficer and internal Auditor during the year under review.

• With effect from 01st June 2016 the Company had appointed a Ms.Poonam Yadav as Chief Financial Officer and S. Rajesh & Co. as Internal Auditor

ii) The Auditor has mentioned in their report the Company has exceeded the limits asprescribed under Section 186 of the Companies Act 2013. i. e the Company has made loansand investments exceeding sixty percent of its paid up capital and free reserves

• the Company is seeking shareholders consent for increasing the limits upto 100crores under Section 186 of the Companies Act 2013 at the forthcoming Annual GeneralMeeting

14. Share Capital;

a) Authorised Capital: There has been no change in the Authorised Capital of theCompany during the year.

b) Issued /Subscribed/Paid Up: There has been no change in the Issued /Subscribed/PaidUp 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 withdifferential rights during the financial year 2015-16.

e) Issue of sweat equity shares: No sweat equity shares were issued during thefinancial year 201516.

f) Issue of employee stock options: No employee stock option was given or issued duringthe financial year 2015-16.

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

15. Extract of Annual Return (Form MGT-9);

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return (Form MGT-9)in the prescribed format is appended as "Annexure [B]"to the Board's report.

16. Subsidiary/Joint Ventures/Associate Companies;

As on March 31st 2016 the Company had no subsidiary / joint ventures / associatecompanies.

17. Particulars of Contracts or Arrangements made with the Related Parties;

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

18. Particulars of Loans Guarantees or Investments;

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

19. Disclosure Relating To Remuneration Of Directors Key Managerial Personnel AndParticulars Of Employees;

Details of the ratio of the remuneration of each Director to the median remuneration ofthe 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]"

20. Management Discussion and Analysis Report;

As required under Regulation 34 (2) (e) of the Securities and Exchange Board of India(Listing Obligations And Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis Report is enclosed as a part of this Annual Report is appended as"Annexure [E]" to the Board's Report.

21. 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 yourdirectors have nothing to report with regard to conservation of energy as required underthe 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 industryand has adopted the state of the art transaction billing and accounting systems and alsorisk 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).

22. Corporate Social Responsibility (CSR);

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

23. Composition of the Board;

Name of Director and KMP Status of Directorship Date of Appointment
Mr. Hemang Bhatt Managing Director 04/09/2010
Mrs. Niru Kanodia Non - Executive Director 04/09/2010
Mr. Kamlesh Kharade Non - Executive Director 06/02/2014
Independent Director
Mr. Kapil Agrawal Non - Executive Director 07/07/2014
Independent Director

24. Independent Director;

At the Extraordinary General Meeting of the members of the Company held on11th August2014 and 7th July 2014 respectively your Company has appointed the following persons asthe Independent Directors of the Company:

Name of Director and KMP Status of Directorship Date of Appointment as Independent Director
Mr. Kamlesh Kharade Independent Director 11/08/2014
Mr. Kapil Agrawal Independent Director 07/07/2014

25. Declaration by Independent Directors;

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that theymeet the criteria of independence laiddown in Section 149(6) of the Companies Act 2013.

26. Details of Board Meetings;

The Board met thirteen (13) times during the financial year the details of which aregiven below. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.

Date of the meeting No. of Directors attended the meeting
01st April 2015 02
10th April 2015 02
15th May 2015 02
29th May 2015 04
01st July 2015 02
30th July 2015 02
05th August 2015 02
10th August 2015 02
04th September 2015 02
15th September 2015 02
6th November 2015 02
08th February 2016 02
31st March 2016 02

27. Committees of the Board;

Currently the Board has two committees: the Audit Committee the Nomination andRemuneration Committee. All committees consisting of two Independent Directors and oneNon-Executive Director. Detailed composition of the committees are provided as below;

A) Audit Committee

Name of Directors Status Category
Mr. Kamlesh Kharade Chairman Non-Executive Independent Director
Mr. Kapil Agrawal Member Non-Executive Independent Director
Ms. Niru Kanodia Member Non-Executive

B) Nomination and Remuneration Committee

Name of Directors Status Category
Mr. Kamlesh Kharade Chairman Non-Executive Independent Director
Mr. Kapil Agrawal Member Non-Executive Independent Director
Ms. Niru Kanodia Member Non-Executive

28. Vigil Mechanism/Whistle Blower Policy;

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

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

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

29. 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 onprevention of sexual harassment at workplace. During the year under review no complaintswere reported to the Board. This Policy was considered approved and adopted by the Boardunder investors/policies/prevention of Sexual Harassment at workplace.

30. Risk Management;

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

31. Board evaluation;

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

32. Cost Audit;

As per the Cost Audit Orders Cost Audit is not applicable to the Company for the FY2015-16.

33. Material Changes;

There were no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthis report relates and the date of the report except as otherwise mentioned in thisdirector report if any. There had been no changes in the nature of company's business. Tothe best of information and assessment there has been no material changes occurred duringthe financial year generally in the classes of business in which the company has aninterest except as otherwise mentioned in this director report if any.

34. 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 yourCompany. As there is no requirement to attach the corporate governance report.

35. Dematerialization:

Hundred percentages (100%) of the company's paid up Equity Share Capital is indematerialized form as on 31st March 2016. The Company's Registrars and Share transferAgent is Sharex Dynamic (India) Private Limited Situated at Unit - 1 Luthra Indl.Premises Safeed Pool Andheri Kurla Road. Andheri (E) Mumbai - 400 072.

36. Execution of Uniform Listing Agreement;

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectivefrom December 1 2015. Accordingly all listed entities were required to enter into theListing Agreement within six months from the effective date. The Company has entered intoUniform Listing Agreement with BSE Limited as on February 08th 2016.

37. Code of Conduct For The Prevention Of Insider Trading;

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

38. Policies;

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. The policies are reviewed periodically by the Board and updatedbased on need and new compliance requirement .In addition to its Code of Conduct andEthics 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. /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 Company's corporate policy statement on investor relations which deals with the dissemination of unpublished price-sensitive information. /annex-2.pdf
Whistle Blower Policy (Policy on vigil mechanism) The Company has adopted the whistleblower mechanism fordirectors and employees to report concerns about unethicalbehavior actual or suspected fraud or violation of the Company'scode of conduct and ethics. There has been no change to theWhistleblower Policy adopted by the Company during fiscal 2016. /annex-3.pdf

39. Acknowledgements:

Your Directors sincerely appreciate the high degree of professionalism commitment anddedication displayed by employees at all levels. Your Directors also wish to place onrecord their gratitude to the Securities and Exchange Board of India (SEBI) BSE Limited(BSE) Registrar of Companies (ROC) the Income Tax Department the Reserve Bank of Indiathe State Governments and other government agencies National Securities DepositoryLimited (NSDL) Central Depository Services (India) Limited (CDSL) and the shareholdersfor 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: 02.09.2016