Your Directors are pleased to present the 30th Annual Report your Companytogether with the Audited Financial Statements and Auditors' Report for the year ended31st March. 2019.
(Rs. in Lakh)
|Particulars ||2018-19 ||2017-18 |
|Total Revenue ||2954.68 ||2743.83 |
|Net Operating Profit ||627.07 ||632.70 |
|Less: Interest & Finance Charges ||204.64 ||249.47 |
|Less: Depreciation ||171.79 ||210.99 |
|Net Profit Before Tax & Exceptional Items ||250.64 ||172.24 |
|Add: Exceptional Items ||- ||3.75 |
|Net Profit Before Tax ||250.64 ||175.99 |
|Less : Provision for Taxation || || |
|- Net Current Tax ||87.00 ||73.50 |
|- Deferred Tax ||(13.17) ||(90.23) |
|Net Profit After Tax ||176.81 ||192.72 |
The total revenue of your Company for the year 2018-19 was increased to Rs. 2954.68Lakh as against Rs. 2743.83 Lakh of the previous year. Net Profit after tax of the Companywas decreased to Rs. 176.81 Lakh as against Rs. 192.72 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. 2019. the Board has not proposed to transferany 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 2019.
During the year under review the Company has not issued any securities.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. Sangita Bansal. Director of the Company is liable to retire by rotation at theforthcoming Annual General Meeting (AGM) and being eligible offers herself forre-appointment.
Mr. Pushpendra Bansal. Chief Executive officer of the Company was appointed as anAdditional Director w.e.f. 31st May 2019 and holds office upto the date ofthis ensuing AGM.
He is proposed to be appointed as a Managing Director of the Company for a period of 3years in this ensuing AGM w.e.f. 11th September 2019.
Mr. Shiladitya Mukherjee was appointed as an additional director (in the capacity ofindependent director) of the Company w.e.f. 3rd August 2019 and holds office upto thedate of this ensuing AGM. He is proposed to be appointed as an Independent Director of theCompany for a period of 5 years w.e.f. the date of his appointment as an additionaldirector i.e. 3rd August 2019 upto the date of 2nd August 2024 andshall not retire by-rotation.
Mr. Pradeep Dhawan was appointed as an independent director of the Company w.e.f. 25thAGM held on 11th September 2014 for a period of 5 years. He is proposed to bere-appointed as an Independent Director of the Company for a further period of 5 yearsw.e.f. 11th September 2019 upto the date of 10th September 2024and shall not retire by rotation.
Mr. Ramesh Bansal was re-appointed as Managing Director of the Company for a period of3 years w.e.f. 1st August. 2019 and he who retires by rotation and being eligible wasalso re-appointed as a director in 29th AGM held on 25th September 2018. He isproposed to be continued his term as a Managing Director in this ensuing AGM as his age isexceeding 70 years on 4th October 2019.
Particulars as per Regulation 36(3) of the Listing Regulations and SecretarialStandard-2 of the General Meeting arc enclosed as an Annexure with the notice of 30thAnnual General Meeting.
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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexurc-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 92 (3) of the Companies Act 2013 the extract of the Annual Return inForm MGT-9 is annexed as Annexure-4 and the same has been posted on the Company'swebsite www.hsindia.in .
During the year under review 4 (Four) 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 arc given in theCorporate Governance Report.
Details pertaining to the composition of Audit Committee and Other Committees and allmeetings were held during the year 2018-19 are given in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
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 31st March2019. the applicable accounting standards have been followed and no material departureshave 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 ended31st March. 2019 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 31st March2019. 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 operating effectively.
(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.
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:
Your directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with.
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 (Firm Reg. No-007288C). were appointed asStatutory Auditors of the Company up to the conclusion of the 30th 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 oradverse remark or disclaimer. No fraud reported by them under Section 143 (12) of the Act.
On the expiry of the term of the existing statutory auditor of the Company the AuditCommittee of the Company has proposed and the Board of Directors in its meeting held on 2ndAugust 2019 has recommended the appointment of M/s. J. M. Pabari & AssociatesChartered Accountants (Firm Reg. No-117752W) as the statutory Auditors of the Company fora period of 5 years w.e.f. conclusion of the 30th AGM of the Company till the conclusionof the 35th AGM of the Company subject to the approval of shareholders of theCompany in this ensuing AGM.
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 has reviewed the findings of Internal Auditors regularly and their reports havebeen 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 2018-19. The Secretarial AuditReport (Form No. MR-3) is annexed herewith as Annexure-5. The report does notcontain any qualifications 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.
Suitable disclosure as required under AS-l8/lnd-AS-24 has been made in Note to theFinancial Statement.
LISTING ON STOCK EXCHANGE:
The Company's shares are listed with the BSE Limited and the Company has paid thenecessary listing fees and custody fees for the Financial Year 2019-20.
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which the financialstatements relate and the date of this report.
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 withLED 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 arcoffered.
C. Total Foreign Exchange Earning and Outgo:
|Particulars ||2018-19 ||2017-18 |
| ||Amount (Rs.) ||Amount (Rs.) |
|Total Foreign Exchange used ||- ||- |
|Total Foreign Exchange earned ||4412156 ||3.700.742 |
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.
The Management has put in place adequate and effective system and man power for thepurposes of risk management. In the opinion of the Board there are no risks which wouldthreaten the existence of the Company.
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.
BOARD DIVERSITY POLICY:
A diverse Board enables efficient functioning through differences in perspective andskill and also fosters differentiated thought process at the back of varied industrialand management expertise gender and knowledge. The Board recognizes the importance ofdiverse composition and has adopted a Board Diversity Policy which sets out the approachto 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 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 arc 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 is available on the Company's website www.hsindia.in.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013:
The Company has duly constituted Internal Complaints Committee pursuant to SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act. 2013. Duringthe year the Company had not received any complaints and no complaints were pending as on31st March 2019.
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 Regulators.Courts and Tribunals impacting the going concern status and Company's operations infuture.
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.
MAINTAINANCE OF COST RECORDS:
Your Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act. 2013.
CORPORATE SOCIAL RESPONSIBILITY:
Provisions relating to Corporate Social Responsibility under Section 135 of theCompanies Act 2013 are not applicable to the Company.
ACKNOWLEDGEMENT AND APPRECIATION:
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 all-round record performance.
| ||For and on behalf of the Board of Directors || |
| ||RAMESH BANSAL ||SANGITA BANSAL |
|Place: Mumbai ||Managing Director ||Director |
|Date : 2nd August 2019 ||DIN-00086256 ||DIN-01571275 |
Unit No.202. Morya Blue Moon.
Off New Link Road Andheri West
Mumbai - 400 053