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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 and operation of yourCompany (Has Lifestyle Limited) along with the audited financial statement for thefinancial year ended March 31st 2020.

RESULTS OF OUR OPERATIONS;

(Amount in Rs.)

Particulars 2019-2020 2018-19
Income
Net Sales from operations 138925380 121156465
Other Operating Income 1744756 4451628
Total Income 140670136 125608093
Expenses
Less: Expenses (134245530) (119137188)
Less: Depreciation and amortisation expense (6884311 ) (7245961)
Total Expenses (141129841) (126383150)
Profit before Tax (Loss) (459705) (775056)
Tax Expenses (Including deferred Tax) (154687) (384686)
Profit for the year (Loss) (305018) (390370)
Earnings Per Share [nominal value of shares Rs.10/-
(previous year Rs.10/-)]Basic and Diluted (0.06) (0.08)

BUSINESS PERFORMANCE/STATE OF COMPANY'S AFFAIR;

The Company has loss of Rs. (305018)/- during the year as compared to Rs.(390370)/-previous year. The Net Sales from operation of Rs. 138925380/- during the year ascompared to Rs.121156 465/- previous year. Percentage wise there has been of tremendousincrease of 14.67% in net sales from operation as compare to previous year.

Impact of COVID-19

In the last month of FY 2020 the outbreak of COVID-19 created a pandemic whichimpacted the whole world. As the pandemic developed into a global crisis economies acrossthe world witnessed a sharp decline in growth. The Food and Beverages industry wassignificantly impacted.

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.

DIVIDEND;

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

TRANSFER TO RESERVES;

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON "RELATED PARTYDISCLOSURES":

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

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%
Team India Managers Limited 1. (CIN: U93000MH2007PLC169654) Holding 55.12%

Your Company does not have any subsidiary Companies/Associates and Joint VentureCompany at the year end.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 34(3) read with Schedule V of the (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015. As per regulation 15 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 provisions as specified in regulation 27 shallnot apply to your Company. As there is no requirement to attach the corporate governancereport.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 Enterpriseplatform of Bombay Stock Exchange (BSE). The scrip code number of the Equity shares of theCompany on BSE is 780014. The Company confirms that it has paid the Annual Listing Feesfor the year 2019-2020 to Small and Medium Enterprise platform of Bombay Stock 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 or Courts orTribunals 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 themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.

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.

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

Ms. Muskaan Pareekh was appointed as Company Secretary and Chief Financial Officerof the Company w.e.f 14th November 2019.

Mr. Amitkumar Rungta (DIN: 01562192) resigned from the designation of IndependentDirector w.e.f.14th November 2019.

Mr. Kamlesh Kharade (DIN: 03589665) was appointed as an Additional Director of thecompany w.e.f. 14th November 2019 subject to approval of members at the ensuing GeneralMeeting.

As per the provisions Section 152 of the Companies Act 2013 Mr. Hemang Bhatt retiresby rotation at the ensuing Annual General Meeting and being eligible seeksre-appointment. The Board recommends her re-appointment.

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 2020 theapplicable Accounting Standards have been followed and there are no material departuresfrom the same;

the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31st 2020 and of the loss ofthe Company for the year ended on that date;

the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during Financial Year 2019-2020.

SECRETARIAL STANDARDS

The company has complied with the applicable secretarial standards as issued by theInstitute 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 re-appointment of M/SKantilal Jain & Co. Chartered Accountant (Firm Registration no. 104793W) as theStatutory Auditors of your Company for the financial year 2019-20 and to hold office untilthe conclusion of the Eighteen Annual General Meeting.

The appointment of M/S Kantilal Jain & Co. Chartered Accountant (Firm Registrationno. 104793W) is proposed in the ensuing Annual General meeting as the Statutory Auditorsof the Company for the year 2019-20 and they shall hold the office till the conclusion ofthe Eighteen 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 Auditors' Report for the financial year 2019-2020 does not contain anyqualification reservation or adverse remark.

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. 019372) hasbeen appointed as Internal Auditor of the company for the year 2019-20.

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 CS Sonal Shekharan MSS & Associates (Practicing Company Secretary)bearing Membership no 36388 and Certificate of Practice no 13584 Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year ended31stMarch 2020. The Secretarial Audit Report (Form MR-3) for the financial year2019-2020 part of the Annual Report as "Annexure [B]" to the Board'sReport.

The Secretarial Audit Report contains no qualification reservation or adverse remarkregarding noncompliance under Companies Act 2013

SHARE CAPITAL;

a) Authorised Capital: There has been no change in the Authorised Capital ofthe 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 issuedwith differential rights during the financial year 2019-20.

e) Issue of sweat equity shares: No sweat equity shares were issued during thefinancial year 2019-20.

f) Issue of employee stock options: No employee stock option was given or issuedduring the financial year 2019-20.

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.

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[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 ishttp://hasjuices.com/ under 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 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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS;

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

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]"

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).

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 required tobe 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 04/11/2019
Independent Director
Mr. Kamlesh Kharade Non – Executive Director 04/11/2019
Independent Director

DECLARATION BY INDEPENDENT DIRECTORS;

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

DETAILS OF BOARD MEETINGS;

The Board met Eleven (11 ) 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 2019 03
15th April 2019 02
28th May 2019 04
21st June 2019 02
27th June 2019 03
04th July 2019 02
26th August 2019 02
04th November 2019 04
13th November 2019 04
01st January 2020 02
17th February 2020 02

COMMITTEES OF THE BOARD;

Currently the Board has two committees: The Audit Committee the Nomination andRemuneration Committee. All committees consisted two Independent Directors and oneNon-Executive Director.

A) Audit Committee

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

* Mr. Amitkumar Rungta (DIN: 01562192) resigned from the designation of IndependentDirector w.e.f.14th November 2019. **Mr. Kamlesh Kharade (DIN: 03589665) was appointed asan Additional Director of the company w.e.f. 14th November 2019 subject to approval ofmembers at the ensuing General Meeting.

B) Nomination and Remuneration Committee

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

* Mr. Amitkumar Rungta (DIN: 01562192) resigned from the designation of IndependentDirector W.e.f.14th November 2019. **Mr. Kamlesh Kharade (DIN: 03589665) was appointed asan Additional Director of the company w.e.f. 14th November 2019 subject to approval ofmembers at the ensuing General Meeting.

MEETINGS OF COMMITTEES:

Audit Committee:

The Committee met 04 times during the financial year the details of which are givenbelow.

Date of the meeting No. of Directors attended the meeting
28th May 2019 04
26th August 2019 02
04th November 2019 02
13th November 2019 04

Nomination and Remuneration Committee:

The Committee met 03 times during the financial year the details of which are givenbelow.

Date of the meeting

No. of Directors attended the meeting

01st April 2019

02

27th June 2019 02
04th November 2019 02

Independent Director Meeting:

The Independent Director met 01 times during the financial year the details of whichare given below.

Date of the meeting No. of Directors attended the meeting
28th May 2019 02

REMUNERATION POLICY;

The Board had adopted ‘HAS Lifestyle Limited' – Nomination and RemunerationPolicy' in compliance with Section 178 of the Act and Regulation 19(4) read with Part D ofSchedule II to the SEBI LODR Regulations for identification selection and appointment ofDirectors Key Managerial Personnel and Senior Management of your Company. The policy laysdown the process and parameters for the appointment and remuneration includingrecommendation on remuneration of the key managerial personnel and other senior managementand the criteria for determining qualifications positive attributes and independence of adirector. This Policy is uploaded on the Investor Relations section of the website of yourCompany at http://hasjuices.com/ under investors/Corporate Governance/Remuneration policy.

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 websiteof the Company at http://hasjuices.com/ under investors/ Corporate Governance/VigilMechanism.

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. This Policy isuploaded on the Investor Relations section of the website of your Company athttp://hasjuices.com/ under investors/ Corporate Governance.

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.

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.

COST AUDIT;

As per the Cost Audit Orders Cost Audit is not applicable to the Company for the FY2019-20.

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.

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.

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.

DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section143(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 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 HAS Lifestyle Limited. http://hasjuicebar.com/pdf/Do cument-Retention-and- Archival-Policy.pdf
Determination Of This policy applies to disclosures of material events http://hasjuicebar.com/pdf/Poli
Materiality For affecting. This policy is in addition to the Company's cy-on-Determination-of-
Disclosures Of Events Or Information corporate policy statement on investor relations which deals with the dissemination of unpublished price-sensitive information. Materiality-for-Disclosures-of- Events-or-Information.pdf
Whistle Blower Policy (Policy on vigil mechanism) The Company has adopted the whistleblower 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://hasjuicebar.com/pdf/Vigi l-Mechanism.pdf
Remuneration Policy The policy deals with the remuneration of Managerial and Key Managerial of HAS Lifestyle Limited. http://hasjuicebar.com/pdf/Re muneration-Policy.pdf

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) SME BSELimited (BSE) Registrar of Companies (ROC) the Income Tax Department the Reserve Bankof India the State Governments and other government agencies National SecuritiesDepository Limited (NSDL) Central Depository Services (India) Limited (CDSL) and theshareholders 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: 02.09.2020

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