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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

To

The Members Has Lifestyle Limited

Dear Members

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

RESULTS OF OUR OPERATIONS;

Particulars 2018-19 2017-2018
Income
Net Sales from operations 121156465 90234604
Other Operating Income 4451628 10944805
Total Income 125608093 101173409
Expenses
Less: Expenses (119137188) (96363849)
Less: Depreciation and amortisation expense (7245961) (4573332)
Total Expenses (126383150) (100937181)
Profit before Tax (Loss) (775056) 242228
Tax Expenses (Including deferred Tax) (384686) -276549
Profit for the year (Loss) (390370) 518777
Earnings Per Share [nominal value of shares Rs.10/-
(previous year Rs.10/-)]Basic and Diluted (0.08) 0.11

BUSINESS PERFORMANCE/STATE OF COMPANY'S AFFAIR;

The Company has loss of Rs. (390370)/- during the year ascompared to Rs. 518777 /- previous year. The Net Sales from operation of Rs.121156465/- during the year as compared to Rs. 90234604/- previous year. Percentagewise there has been of tremendous increase of 34.27% in net sales from operation ascompare to previous year.

FUTURE OUTLOOK;

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

DIVIDEND;

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

TRANSFER TO RESERVES;

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON "RELATEDPARTY DISCLOSURES":

As required under Regulation 34 of the (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015 with Stock Exchanges the disclosure incompliance with the accounting standard on "related party disclosures are enclosed asa part of this report.

HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulationslaid down in Regulation 34(3) read with Schedule V of the (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015. As per regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 provisions as specified inregulation 27 shall not apply to your Company. As there is no requirement to attach thecorporate governance report. Your Company has also been enlisted in the new SEBIcompliant redressal system (SCORES) enabling the investors to register their complaints ifany for speedy redressal.

LISTING WITH STOCK EXCHANGE:

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS;

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

PUBLIC DEPOSITS;

The Company has neither accepted nor renewed any deposits from publicwithin 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 orderlyand efficient conduct of its business including adherence to the Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT;

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

In the preparation of the Annual Accounts for the year ended March31st 2019 the applicable Accounting Standards have been followed and there are nomaterial 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 2019and of the loss of the Company for the year ended on that date;

the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

the Directors have prepared the annual accounts on a ‘goingconcern' basis;

the Directors have laid down internal financial controls to be followedby the Company 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.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the Board is of the opinion that the

Company's internal financial controls were adequate and effectiveduring Financial Year 2018-19.

SECRETARIAL STANDARDS

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

STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS;

The Audit Committee and the Board of Directors recommends theappointment 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 tohold 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 theStatutory Auditors of the Company for the year 2019-20 i.e to hold the office form ensuingAnnual General Meeting till the conclusion of the next Annual General Meeting.

Your Company has received written consent and a certificate statingthat they satisfy the criteria provided under Section 141 of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 and that the appointment if madeshall be in accordance with the applicable provisions of the Companies Act 2013 and rulesissued there under.

The Auditors' Report for the financial year 2018-19 does notcontain any qualification reservation or adverse remark.

INTERNAL AUDIT:

As per the provisions of Section 138 of the Companies Act 2013 andrules 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 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Your Company has appointed Mrs. Poonam Yadav Proprietor of M/s. Poonam Yadav& Associates Practicing Company Secretaries to conduct the Secretarial Audit of theCompany for the financial year ended 31st March 2019. The Secretarial AuditReport (Form MR-3) for the financial year 2018-2019 part of the Annual Report as "Annexure[B]" to the Board's Report.

The Secretarial Audit Report contains no qualification reservation oradverse remark regarding noncompliance under Companies Act 2013

SHARE CAPITAL; a) Authorised Capital: There has been nochange in the Authorised Capital of the Company during the year.

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

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

d) Issue of equity shares with differential rights: There wereno shares issued with differential rights during the financial year 2018-19.

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

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

g) Provision of money by company for purchase of its own shares byemployees or by trustees for the benefit of employees: There was no provision made ofthe money by the company for purchase of its own shares by employees or by trustees forthe 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 anextract of the Annual Return (Form MGT-9) in the prescribed format is appended as "Annexure[A]" to the Board's report. It shall be also available at the Website of theCompany under Extract of Annual Return and the web-link of the same is wwwhasjuicebar.comunder investor's relations/ Extract of Annual Return.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES;

Particulars of contracts or arrangements made with related partiesreferred to in Section 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 isappended as "Annexure [C]" to the Board's Report

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS;

The Particulars of Loans Guarantees and Investment have been disclosedin the notes to the financial statements.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIALPERSONNEL AND PARTICULARS OF EMPLOYEES;

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGAND OUTGO;

(A) Conservation of energy:

Considering the nature of business activities carried out by theCompany your directors have nothing to report with regard to conservation of energy asrequired under the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988.

(B) Technology absorption:

The management keeps itself abreast of the technological advancementsin the industry and has adopted the state-of-the-art transaction billing and accountingsystems and also risk management solutions.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR);

Since the CSR norms are not applicable to the Company hence thedisclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules2014 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 IndependentDirector under Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence 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 detailsof which are given below. The maximum interval between any two meetings did not exceed 120days 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 theNomination and Remuneration Committee. All committees consisted two Independent Directorsand 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 ofwhich are given below. The maximum interval between any two meetings did not exceed 120days 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 ofwhich are given below. The maximum interval between any two meetings did not exceed 120days 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 theCompanies Act 2013 a Vigil Mechanism for Directors and employees to report genuineconcerns has been established.

The purpose of the "Whistle blower Policy" is to allowemployees to raise concerns about unacceptable improper or unethical practices beingfollowed in the organization. They will be protected against any adverse action and/ordiscrimination as a result of such a reporting provided it is justified and made in goodfaith. The Chairman of the Audit Committee has been designated for the purpose ofreceiving and recording any complaints under this policy.

The Vigil Mechanism Policy has been uploaded on the website of theCompany 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 (PreventionProhibition & Redressal) Act 2013. The Company has formulated and implemented apolicy on prevention of sexual harassment at workplace. During the year under review nocomplaints were reported to the Board. This Policy was considered approved and adopted bythe Board under investors/policies/prevention of Sexual Harassment at workplace.

RISK MANAGEMENT;

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

BOARD EVALUATION;

Pursuant to the provisions of the Companies Act 2013 and applicableprovision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 astructured questionnaire was prepared as per the requirement of the act which includedvarious aspects of Boards and Committees functioning Composition of the Board and itsCommittees functioning of the Individual directors. The aspects covered in the evaluationincluded the contribution to and monitoring of corporate governance practices and thefulfilment of Directors' obligations and fiduciary responsibilities including butnot limited to active participation at the Board and Committee meetings. Further theIndependent Directors at their meeting reviewed the performance of Board Chairman of theBoard and of Non-Executive Directors. The Board expressed their satisfaction with theevaluation process.

COST AUDIT;

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

MATERIAL CHANGES;

There were no material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which this report relates and the date of the report except as otherwisementioned in this director report if any. There had been no changes in the nature ofcompany's business. To the best of information and assessment there has been nomaterial changes occurred during the financial year generally in the classes of businessin which the company has an interest except as otherwise mentioned in this directorreport if any.

CORPORATE GOVERNANCE;

As per regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 provisions as specified in regulation 27 shall not applyto 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 inaccordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation2015. The Insider Trading Policy of the Company lays down guidelines and procedures to befollowed and disclosures to be made while dealing with shares of the Company as well asthe consequences of violation. The policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing in Company securities.

DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors underprovisions 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 inall our business transactions guided by our value system. The SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 mandated the formulation of certainpolicies for all listed companies. The policies are reviewed periodically by the Board andupdated based on need and new compliance requirement. In addition to its Code of Conductand 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 Company's 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 Company's 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 professionalismcommitment and dedication displayed by employees at all levels. Your Directors also wishto 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 theReserve Bank of India the State Governments and other government agencies NationalSecurities 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