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Husys Consulting Ltd.

BSE: 532590 Sector: Others
NSE: HUSYSLTD ISIN Code: INE336T01010
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Husys Consulting Ltd. (HUSYSLTD) - Director Report

Company director report

To

The Shareholders Husys Consulting Limited.

Your Directors delightfully present the 14th Annual Report on the businessand operation of the Company together with the Audited Financial Accounts for the yearended 31st March 2019.

1. Financial Highlights

Financial results of your Company for the year ended 31st March 2019 are summarisedbelow:

(Amount in Lacs)
Particulars

2018-19

2017-18

Income from Operations 3282.99 2286.50
Other Income 25.21 6.92
Total 3308.20 2293.42
Operating expenditure 3062.53 2096.91
Earnings before Interest Tax Depreciation and Amortization (EBITDA) 245.67 196.51
Finance costs 3.92 3.14
Depreciation and amortization expense 31.03 30.06
Profit before exceptional item and Tax 210.71 163.31
Exceptional Item - -
Profit before Tax (PBT) 210.71 163.31
Tax expense 58.06 53.76
Profit for the year (PAT) 152.65 109.55
Proposed Dividend 22.81 -
Dividend Distribution Tax 4.66 -

2. Future Outlook

The Turning Point: A promising outlook for the Indian HR industry with TechnologyInnovation & Adaptation. It is time of transformation of HR industry in India asdisruptive changes from the supply and the demand side are changing the nature ofservices. The HR industry in India can potentially leapfrog into a ground breakinginnovation market as the country has access to advanced technology skills.

Demonitisation: A boon for the HR Industry in transforming employee services ontechnology. The demonitisation has given a great impetus for use of technology atgrassroot levels. This is an opportunity for HR Technology to penetrate in the next onedecade where all services of HR can be provided on Mobile Device. Your Company effort inbuilding the mobile based platform is a testimony of our readiness for such opportunity infuture.

Over the last few years the HR industry has witnessed some radical evolutionary leapsled primarily by technology and the growth of domestic homegrown multinationals. Whilethere are some variable opinions on the exact size of the industry (owing specifically tothe variance in opinion on temp staffing and education) the industry is estimated to beover ? 30000 Crores. Out of this the segment of recruitment accounts for a majority ofthe industry (over 70%). Some of the other services that command a big market shareinclude L&D outsourcing technology consulting and advisory services. The future ofthe industry will be largely driven by a combination of social cloud and mobiletechnologies commonly referred as SOCOMO. Starting 2018 there is a very positive outlookon the Technology adaptation by Companies for HR Management with Cloud offering a verycost effective solutions to be ahead of their competition.

HR services across the world matured at three levels. The first level involves theexecution of the administrative layer of HR activities such as payroll and benefits. Atthe next level of maturity service companies manage talent management processesinvolving the use of data to deploy talent identify training and developmentopportunities and track performance. The highest level of maturity is about developmentand evolution of the human capital that overlays administrative and talent managementprocesses for operating the Company.

It is interesting to note that there are instances where Indian organizations havesuccessfully utilized technology to develop highly advanced service functions as comparedto other developed markets. Owing to the maturity of the technology market in India it ispossible that the HR service sector in India will skip the traditional maturity

There are several opportunities for the sector and the outlook for the coming monthswill continue to remain positive. In line with the global outlook for the industryconsolidation is expected across most of the segments. However consolidation is expectedto be more prominent in some of the segments including technology outsourcing andrecruitment

The demand side challenges and increasing pressure on HR organizations in India willcompel the creation of new services. The imminent skills shortage changing nature of theworkforce composition and the growing influence of social media will likely drive theintroduction of new services such as employer brand consulting and online andcomputer-based skilling services. As the demand landscape intensifies service providerswill likely introduce new and innovative products in the areas of talent and performancemanagement engagement and retention

As with any industry the human resources (HR) industry has seen a variety of trendscome and go over time. However certain trends tend to stick or reemerge. Four trends thatwe believe will continue to shape HR include placing an emphasis on emphasizing Companyculture cultivating workplace efficiency Managing talent and understanding and dealingwith generational differences. By developing an HR strategy that takes these four areasinto consideration companies can more effectively manage their employees now and into thefuture.

Technology be way of Life for HR professionals in future hence giving an opportunityfor increased business in this segment in future.

HR BUYERS - Walking the path to maturity OPPORTUNITIES

• Broad spectrum of available services

• Richer high value-added services expected in the future

Large opportunity in L&D technology to scale-up skilling programs forGovernments & Public programs

RECRUITMENT - Working towards incremental growth & sustainability OPPORTUNITIES

Sizeable growth opportunities in staffing

Specialized talent search in STEM Pharma and IT

Recruitment process outsourcing (RPO)

• Managed solutions

LEARNING & DEVELOPMENT - From grassroots to global leadership OPPORTUNITIES

• Government and academic partnerships

Asia-pacific market

New technology space particularly in social media and consumer technologies

OUTSOURCING AND NICHE SERVICES - Global playing field local advantage OPPORTUNITIES

• Players in India will continue to leverage the labor arbitrage advantage

• Emergence of large homegrown players

• Large opportunities in the SME sector

HR CONSULTING - Exploring new frontiers of value delivery OPPORTUNITIES

• PSUs and homegrown companies

• SMEs and Indian multinationals

• Consolidation in the market

• Analytics and people-based services

HR TECHNOLOGY - Building the base for future growth OPPORTUNITIES

• Sectoral opportunities in retail hospitality retail and PSUs

Emergence of disruptive technologies such as gamification

Larger HR technology budgets from the demand side

• Cloud-based and analytics services

While the present scenario looks positive future innovations in HR technology willdepend on the investments that industry is willing to make. In the coming years asorganizations evolve and become increasingly complex HR technology will be a necessityrather than a choice.

3. State of Company's Financial Affair

The total income of the Company for the year ended 31st March 2019 was Rs.3282.99 Lacs as against the total income of ? 2286.50 Lacs for the previous year ended31st March 2018.

The Company has earned a Net Profit aer Tax of ? 152.65 Lacs for the year underreview as compared to Net Profit of ? 109.55 Lacs in the previous year.

4. Nature of Business

Your Company was incorporated as "Husys Consulting Private Limited" under theCompanies Act 1956 vide Certificate of Incorporation dated August 24 2005 issued by theRegistrar of Companies Andhra Pradesh & Telangana Hyderabad India. Further AerConversion to Limited and listing on Institutional Trading Platform and further theCompany has migrated to the EMERGE (SME) Platform of National Stock Exchange on 27thSeptember 2016.The Corporate Identification Number (CIN) of our Company isL74140TG2005PLC047222.

Husys is in the business of creating and capturing opportunities of People in SMEbusinesses in India and across the Globe. Our aim is to be a one-stop solution providerfor People Business across the globe. We are a very young organization with 27 years ofaverage age with more than 300 years of collective experience. We have been serving morethan 15 different Industries with an ability to bring Cross-Industry best practices forbusiness success.

Our Vision

"Enabling People"

Our Mission

We enable Organizations to transform lives by providing effective solutions to managepeople.

Our Values

• Integrity: Commitment: Service: Enterprising

HR Consulting

Designed for mid-level and large organisations who are going through leadership changeacquisition change in business environment or regulatory changes. Outplacement service isthe 2nd largest revenue generator for the business

• HR Advisory

• Outplacements

HR Advisory

Husys acts as HR advisor to various organization with components of transition andinterim management options. Some of the key advisory / consulting services providedinclude:

• HR Audit

• Employee Engagement services

• HR Policy definition & implementation

• Specific need-based consulting assignments

Training and Assessment Services

Husys has created the MissionHR Certification Program to help graduates gain insightinto the real world of HR. It offers short term and long term courses for expertise of HRPractices.

MissionHR has been designed with the help of industry experts and been rated the bestand only On-The-Job program for HR in India with on-the-job training at Husys clientlocations.

Outplacement

Outplacement is the support service provided by organizations to support individualswho are exiting the business (voluntarily or involuntarily) – to help formeremployees transition to new jobs and help them re-orient themselves in the job market.

Outplacement services are offered in association with their partner – Career StarGroup – one of the largest global HR companies

Benefits of this Service

Terminated employees find work faster

During unemployment terminated employees can receive benefits including paychecks andother benefits stipulated in a severance package. When they find a new position theseverance package is no longer needed and costs decrease.

Increases loyalty & satisfaction with employees

Layoffs are scary to witness as an employee who still works at the company. Working fora company that truly cares for their employees ensures hard working and loyal employees.

Maintains company's image

Social media television and live streaming has increased consumer awareness. Theoutplacement services preserves brand image as the company can show the process ofhandling terminated employees.

Reduces lawsuit claims

Some disgruntled employees find reasons to present a lawsuit for unlawful terminationbut with an outplacement service the risk is reduced.

HR Operations

This service focuses on operational excellence and delivery capability in terms of theday-to-day transactions of the business. AMS/PEO service is the main revenue generator forthe company.

• AMS/ PEO

• HR Function Management Solution

• Exclusive Search

AMS/PEO

Clients seeking business expansion into India need a local partner who understandslocal employment laws and can help mitigate legal & regulatory risk.

Husys addresses this need by providing HR outsourcing services to client companiesthrough the use of a co-employment relationship – helping clients 'Own the Source' ata fraction of the cost

Benefits of this Service Cost

• Avg set up fee for a foreign entity is USD 15-20k

• Avg ongoing maintenance is USD 200k

• 5x more cost-effective than setting up and maintaining new foreign entity

Time to Market

• On average it takes 3-4 months to establish an entity and begin operationsin-country

• Begin operations in-country in as little as 48 hours

Maintaining Compliance

• The company is responsible for staying compliant with the ever changingregulation

• Husys team ensures compliance with local regulations for the global workforce

HR Functions Management

This is the Company's flagship and primary service that has been built over a 17 yearperiod in India. This services assists organization to free itself from HR relatedservices and focus on the core business. Husys is a leader in building HR departments andmanagement for SMEs.

The services include recruitment orientation employee engagement training anddevelopment and maintaining good working conditions.

Exclusive Search

Husys offers talent acquisition services. Recruitment mandates are usually exclusive.The services include recruitment assignments talent reservoir project based requirementand bid based long term contracts for association.

HR Technology

ApHusys: Automating HR Function for corporates with its various modules: PayrollEngine HRIS Essential HRIS Sustain and E-commerce Engine offered in the form of:

• Cloud-based HRIS

• Managed services HRIS

ApHusys is an integrated cloud based HRIS. This helps organizations maintain employeerecords right from joining the organization to leaving the organization in an efficientand cost-effective manner. ApHusys is available on a simple pay-per-use subscription modeland is suitable for midsized to large organizations. It can be accessed from internetbrowsers and mobile apps and is built with open source tools such as :

• Framework: Odoo

• Database: Postgres SQL

• Code: Python

• Middle layer: XML Java script CSS

• Front end: HTML

HR++: Uses machine learning and artificial intelligence to perform HR Services.Husys will launch the HR++ solution in 2020.

HR ++: backed by intelligent system using machine learning & artificialintelligence

• HR++ is a cloud based soware that helps organizations carry out their day today HR related tasks in an efficient manner. HR++ will utilize insights trends andintelligence gathered by Husys over its nearly 20 year history

• All the aspects of employee management payroll management taxationrecruitment & exit training management performance management etc. would be backedby an intelligent system using Machine Learning and Artificial Intelligence.

• The intelligent data capturing would help organizations with data points to makeconcrete decisions. For ex. identifying training programs that an employee needs based onhis current work profile or attrition trends etc.

• Trend analytics and the MIS(Management Information System) reports thusgenerated can help you see clearly about what is working in your favor and what is not.This has a very significant and quantifiable impact on areas like headcount attritionmanpower planning etc.

HR++ Uses

• With data analytics potential actions can be taken by organizations' that arein line with the strategic focus of the company.

• Hire the best talent with the right skill set.

• Easy performance management to recognize good work.

• Helps employees do career planning and thus build managerial potential in theorganization.

• Data Intelligence helps organizations make informed decisions. Ex. successionplanning changing roles of employees based on current skill set etc.

• Relevant stakeholders can view the employee's growth graph right from day oneand understand the progress to chart out the best career path for the employee.

• Employee satisfaction can be gauged as this is a major factor hat decides themotivation level of employees

• Reports can be customized to carry out daily tracking.

• Trend analytics can help you see clearly about what is working in your favourand what is not. This has a very significant and quantifiable impact on areas likeheadcount attrition manpower planning etc.

• Seamless process from on boarding to exit of the employees

• Organizations can focus on offering relevant training programs/ better insurancepolicies to employees etc. through this intelligent system.

• By analyzing the reasons of attrition from the employee engagement datacompanies can take timely actions to reduce it.

• The image of a well managed organization is looked at by employees in a goodlight and this would be a win-win situation for all.

Benefits of this Service Cost

• Large teams are recruited for performing HR activities which can be automated

• 30% more cost-effective than manually performing the task

• Makes system availability 24x7 regardless of employee location

HR Efficiency

• HR teams spend a majority of their time doing tasks that can be automated –payroll joining formalities etc.

• Reduces workload and streamlines processing

• Leaves HR with more time for employee engagement

Economies of Scale

• Medium sized enterprises have low bargaining power when dealing with serviceproviders (insurance etc.)

• Higher bargaining power ensures at least 50% cost reduction in speci_c commerceactivities

Solutions are tailormade for SMEs they help reduce cost & create greaterefficiency within the HR Systems

Consulting & technology helps clients reduce costs

The integration of technology into HR processes outsourcing HR activities to subjectmatter experts and leveraging aggregated economies of scale results in significant costefficiencies for clients globally.

SMEs can focus on their core services

By outsourcing the HR management responsibilities SMEs can focus on their corebusiness activity.

Global Outreach

SMEs globally can access Husys' technology platform which enables them to offerbenefits which are in line with large Fortune 500 companies. The team at Husys is alsocapable of managing lawsuits and compliances in various country.

High Level of Expertise

Husys has more than 17 years of experience in handling various HR services. The Companyhas worked with a large number of domestic and global SMEs.

Accuracy

Automation of HR system improves accuracy to HR operations. It reduces the manpowerrequired for handling the HR processes saves the time of HR dept increases theproductivity and most importantly high standards are maintained.

Reduce Risk of Expanding into New Markets

For the AMS/PEO services international clients can start business operations in Indiawithout the worry of building a complete new legal entity in India.

The collaborative approach enable a non-linear growth expand network & helps gaincomplementary skills

Husys has partnered with Career Star Group for its outplacement assignments.Career Start Group is a global transition and outplacement provider. It is spread over1000 locations in more than 79 countries across the globe with excellent understandingof local job market and the ability to provide the very best solutions.

Husys has partnered with NAPEO for it's PEO assignments. Companies across theglobe support Husys in business development for AMS/PEO Services. Husys has partnered withmore than 12 companies. List of companies include Shield Geo Services LtdAustralia Sendbird INC North Korea Trippiness Limited Accern Corporation USAProcorre Consulting SA Switzerland etc.

Husys has a number of local partners for business development and project execution.Husys spends considerable about of time and resources in training its franchise partnerswho go on to face the client and execute projects.

The franchisee partners are spread across more than 15 cities in India. Inaddition Husys will onboard resellers for its cloud applications.

Husys has partnered with national MSME associations CA firms payroll companies inaddition to franchises for sourcing new projects. In addition it has partnered with

MacroStrategy Management Consultancies Dubai for building its client base inMiddle East and Africa.

Few Firsts @ Husys:

• First & Only Fully Integrated HR Function Management/OutsourcingOrganization in India.

• First HR Function Outsourcing Company Rated by CRISIL

• First to Introduce "Pooled HR Management" & "Startup HRSolutions"

• First to introduce MissionHR (only On-the-Job HR Function Management program)in India.

• First Partner based Business Associates Model for an HR Function ManagementCompany in India.

• One of the First Cloud based HRIS application launched (ApHusys: Application forHuman Synergies) in India.

• First HR Company listed on National Stock Exchange under EMERGE InstitutionalTrading Platform (ITP) for SME segment.

• First HR Company listed on National Stock Exchange under EMERGE THE SME GrowthPlatform for SME Segment.

• First HR Company to provide Affinity Services in India

THE IMPORTANCE OF THE SEGMENT

Companies will not survive if the marketing strategy is dependent upon targeting anentire mass market. The importance of market segmentation is that it allows a business toprecisely reach a consumer with specific needs and wants. In the long run this benefitsthe Company because they are able to use their corporate resources more effectively andmake better strategic marketing decisions.

Organizations create a set of segments to project their products focusing on a specificniche market. This niche market defines the product features aimed at satisfying specificmarket needs including the price quality & demographic factors. Organizations usesegmentation as a tool to make optimum utilization of their finite resources.

Market Segmentation and subsequent Product Differentiation Strategy by an organizationis concentrating all marketing efforts on a small but specific and well defined segment ofthe population. This is done through identifying needs wants and requirements that arebeing addressed poorly or not at all by other firms and developing and delivering goodsor services to satisfy them. As a strategy Market Segmentation is aimed at being a bigfish in a small pond instead of being a small fish in a big pond.

In essence objectives of segmentation analysis are:

To reduce risk in deciding where when how and to whom a service or brand will bemarketed

To increase marketing efficiency by directing effort specifically toward the designatedsegment in a manner consistent with that segment's characteristics

While it is relatively easy to identify segments of consumers most Company do not havethe capabilities or the need to effectively market their services to all of the segmentsthat can be identified. A Company selects its target market because it exhibits thestrongest affinity to a particular services or brand. It is in essence the most likely tobuy the service.

5. Change in the nature of business

During the year the Company has not changed its business.

6. Dividend

The Board has Recommended Dividend at the Rate of 10% (i.e ? 1/- share) for the year onthe paid up Equity share capital of the company.

7. Reserves

The Board of the Company has decided to carry ? 125.19 Lacs to the Reserves of theCompany.

8. Finance

Cash and cash equivalents as at March 31 2019 were ? 32.82 Lacs The Company continuesto focus on judicious management of its working capital receivables and inventories.Other working capital parameters were kept under strict check through continuousmonitoring.

9. Share Capital

The Authorized share capital of the Company is ? 50000000/-(Equity Shares of5000000). Further the Paid up Capital of the Company is ? 22812500/- (Equity Sharesof 2281250).

10. Meetings

During the year Four Board Meetings were convened and held and the intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

The dates on which the Board Meetings were held are 24th May 2018 25th August 201812th November 2018 and 11th February 2019. The gap between no two Board meetings exceededone hundred and twenty days.

11. Details of Directors or Key Managerial Personnel Appointed or Resigned During theYear Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 Ms. Gundlapally PraveenaWhole time Director and Mr. Gundlapally Ramalinga Reddy Managing Director retire byrotation at the forthcoming Annual General Meeting and being eligible offered themselvesfor reappointment.

Appointment

The Board has appointed Mr. Naresh Babu Deevi Appointed as an Executive Director of theCompany w.e.f. 1st June 2019 subject to the approval of shareholders in the ensuingAnnual General Meeting.

Mr. Viswanathan NS Appointed as an Independent Director of the Company w.e.f 19th June2019 (Circular Resolution)

Resignation

Mr. Atal Malviya Resigned as an Independent Director w.e.f. 21st May 2019 and theBoard took note of it in the Circular Resolution passed dated 19th June 2019.

12. Details of Remuneration to Directors

The information relating to remuneration of Directors and details of the ratio of theremuneration of each Director to the median employee's remuneration and other details asrequired pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

13. Declaration by Independent Directors

The Independent Director(s) have submitted the declaration of independence pursuant tosection 149(7) of the Act stating that he/they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013.

14. Annual Evaluation of the Board

Pursuant to the provisions of the Act and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual evaluation of its performance the Directors individually as well as theevaluation of the working of its Audit and Nomination & Remuneration Committees.

The following are some of the broad issues that are considered in performanceevaluation:

Criteria for evaluation of Board and its Committees:

• Setting up of performance objectives and performance against them

• Board's contribution to the growth of the Company

• Whether composition of the Board and its Committees is appropriate with theright mix of knowledge and skills sufficient to maximize performance in the light offuture strategy

• Board's ability to respond to crisis

• Board communication with the management team

• Flow of quality information to the Board

Criteria for evaluation of Independent Directors

• Demonstrates willingness to devote time and effort to understand the Company andits business

• Demonstrates knowledge of the sector in which the Company operates

• Quality and value of their contributions at board meetings

• Contribution to development of strategy and risk management policy

• Effective and proactive follow up on their areas of concern

Criteria for evaluation of Non-Independent Directors

• Knowledge of industry issues and exhibition of diligence in leading theorganization

• Level of attendance at the Board and Committee meetings where he/she is a member

• Effectiveness in working with the Board of Directors to achieve the desiredresults

• Providing direction and support to the Board regarding its fiduciary obligationsand governance role

• Providing well-balanced information and clear recommendations to the Board as itestablishes new policies

15. Audit Committee

The Board has constituted Audit Committee as required under Companies Act 2013. TheComposition of the Committee is as under:

Name of the Member

Designation

Mr. Viswanathan NS (Appointed w.e.f. 19-06-2019) Chairman
Ms. Nina Elizabeth Woodard Member
Mr. Biju Varkkey Member
Mr. Attal Malviya (Resigned w.e.f. 21-05-2019) Member

The role of the Audit Committee shall include the following:

1. Oversight of our Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;

2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Reviewing with the management the annual financial statements and auditor'sreport thereon before submission to our Board for approval with particular reference to:

(a) Matters required to be included in the Director's Responsibility Statement tobe included in our Board's report in terms of clause (c) of sub-section 3 of section 134of the Companies Act;

(b) Changes if any in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgmentby management;

(d) Significant adjustments made in the financial statements arising out of auditfindings;

(e) Compliance with listing and other legal requirements relating to financialstatements;

(f) Disclosure of any related party transactions; and

(g) Qualifications in the dra audit report.

5. Reviewing with the management the quarterly financial statements beforesubmission to our Board for approval;

6. Reviewing with the management the statement of uses/application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilization of proceeds of a public or rights issue and making appropriaterecommendations to our Board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entitywith related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity wherever it isnecessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

13. Reviewing with the management performance of statutory and internal auditorsand adequacy of the internal control systems;

14. Reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit;

15. Discussion with internal auditors any significant findings and follow up thereon;

16. Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;

17. Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

18. To look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

19. To review the functioning of the Whistle Blower mechanism in case the same isexisting;

20. Approval of appointment of CFO (i.e. the whole-time Finance Director or anyother person heading the finance function or discharging that function) aer assessingthe qualifications experience & background etc. of the candidate.

21. Carrying out any other function as is mentioned in the terms of reference ofthe Audit Committee.

16. Nomination and Remuneration Committee:

The Board has constituted Nomination and Remuneration Committee as required underCompanies Act 2013. The Composition of the Committee is as under:

Name of the Member

Designation

Mr. Biju Varkkey Chairman
Ms. Nina Elizabeth Woodard Member
Mr. Viswanathan NS (Appointed w.e.f. 19-06-2019) Member
Mr. Gundlapally Ramalinga Reddy Member
Mr. Attal Malviya (Resigned w.e.f. 21-05-2019) Member

In terms of the provisions of Section 178(3) of the Companies Act 2013 the Nominationand Remuneration Committee is responsible for formulating the criteria for determining thequalifications attributes and Independence of a Director. The Nomination and RemunerationCommittee is also responsible for recommending to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and Senior Management.

In line with the requirement the Board has adopted a Nomination and RemunerationPolicy for Directors Key Managerial Personnel and Senior Management which is as follows.

Objectives of the Policy

The objectives of this policy are as detailed below:

• To formulate the criteria for determining qualifications competencies positiveattributes and independence for appointment of a Director (Executive / Non-Executive) andrecommend to the Board policies relating to the remuneration of the Directors KeyManagerial Personnel and other employees.

• The policy also addresses the following items: Committee member qualifications;Committee member appointment and removal; Committee structure and operations; andCommittee reporting to the Board.

• To formulate the criteria for evaluation of performance of all the Directors onthe Board;

• To devise a policy on Board diversity; and

• Identifying persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe board of Directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent Directors.

• To lay out remuneration principles for employees linked to their effortperformance and achievement relating to the Company's goals.

Remuneration Policy

The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company.

Our compensation philosophy is to align Directors and Husys Minds compensation with ourbusiness objectives so that compensation is used as a strategic tool that helps usrecruit motivate and retain highly talented individuals who are committed to our corevalues. We believe that our compensation programs are integral to achieving our goals.Through its compensation program the Company endeavors to attract retain develop andmotivate a high performance workforce. The Company follows a compensation mix of fixedpay benefits and performance based variable pay. Individual performance pay is determinedby business performance of the Company. The Company pays remuneration by way of salarybenefits perquisites and allowances (fixed component) and performance incentivescommission (variable component) to its Chairman Managing Director and other ExecutiveDirectors. Annual increments are decided by the Nomination & Remuneration Committeewithin the salary scale approved by the Board and Shareholders.

17. Stakeholder Relationship Committee

The Board has constituted Stakeholder Relationship Committee as required underSecurities Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations 2015 ("Regulations").

The Composition of the Committee is as under:

Name of the Member

Designation

Ms. Nina Elizabeth Woodard Chairman
Mr. Biju Varkkey Member
Mr. Gundlapally Ramalinga Reddy Member
Mr. Naresh Babu Deevi (Appointed w.e.f. 01-06-2019) Member
Mr. Viswanathan NS (Appointed w.e.f. 19-06-2019) Member

Set forth below are the terms of reference of our Stakeholders Relationship Committee.

1. Considering and resolving grievances of shareholders debenture holders andother security holders;

2. Redressal of grievances of the security holders of our Company includingcomplaints in respect of transfer of shares non-receipt of declared dividends balancesheets of our Company etc.;

3. Allotment of Equity Shares approval of transfer or transmission of equityshares debentures or any other securities;

4. Issue of duplicate certificates and new certificates onsplit/consolidation/renewal etc.

5. Overseeing requests for dematerialization and re-materialization of shares; and

6. Carrying out any other function contained in the equity listing agreements asand when amended from time to time.

Investor Grievance Redressal Policy

The Company has adopted an internal policy for Investor Grievance handling reportingand solving.

18. Vigil Mechanism

The Company has formulated a Whistle blower policy and has established vigil mechanismfor employees including Directors of the Company to report genuine Concerns. Theprovisions of this Policy are in line with the provisions of the Section 177(9) of theAct.

19. Risk Management Policy

The Company has formulated a Risk Management Policy for dealing with different kinds ofrisks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures to combatthe risk. The Risk management procedure will be reviewed by the Audit Committee and Boardof Directors on time to time basis.

20. Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities ExchangeBoard of India (Listing obligations and Disclosure Requirements) Regulations 2015("Regulations") on Preservation of the Documents to ensure safe keeping of therecords and safeguard the Documents from getting manhandled while at the same timeavoiding superfluous inventory of Documents.

21. Policy on Criteria for Determining Materiality of Events

The Policy is framed in accordance with the requirements of the Regulation 30 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Regulations).

The objective of the Policy is to determine materiality of events or information of theCompany and to ensure that such information is adequately disseminated in pursuance withthe Regulations and to provide an overall governance framework for such determination ofmateriality.

22. Obligation of Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

In order to prevent Sexual Harassment of Women at Workplace a new act "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013"has been notified on 9th December 2013. Under the said Act every Company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee.

The Company has adopted "Anti-Sexual Harassment Policy" constituted"Redressal Committee" as required under section 4 (1) of Sexual harassment ofwomen at work place (prevention prohibition and redressal) Act 2013.

This Committee consists of following members:

• Ms. Saritha Pandurangi

• Ms. Megha Chandak

• Ms. Daksha Chowdhary

During the year under review no complaint of harassment at the workplace was receivedby the Committee.

23. Auditors: Statutory Auditors

M/s. JBRK & Co. Chartered Accountants Hyderabad Firm Registration Number005775S Ratification as Statutory Auditors of the Company to hold office until theconclusion of the upcoming Annual General Meeting. As per the provisions of the CompaniesAct 2013.

In this regard the Company has received certificate from the Auditors to the effectthat if they are appointed it would be in accordance with the provisions of section 141 ofthe Companies Act 2013.

Accordingly proposal for their re-appointment as Statutory Auditors is being placedbefore the shareholders for approval at the 14th Annual General Meeting.

Auditors' Report

M/s. JBRK & Co. Chartered Accountants Hyderabad Firm Registration Number 005775Shave issued their Report for the Financial Year ended 31st March 2019.

There is no qualification reservation adverse remark or disclaimer by the StatutoryAuditors in their report and hence no explanation or comments of the Board is required inthis matter.

Disclosure about Cost Audit

The Central Government has not prescribed the maintenance of Cost records under section148(1) of the Companies Act 2013 for any of the services rendered by the Company.

Secretarial Audit

A Secretarial Audit Report given by Mr. Subhash Kishan Kandrapu Practising CompanySecretaries is annexed with the report. The report is self-explanatory and do not call forany further comments.

Internal Audit Controls and their adequacy

The Company has a proper and adequate system of internal controls commensurate withthe size scale and complexity of its operations. This ensures that all transactions areauthorized recorded and reported correctly and assets are safeguarded and protectedagainst loss from unauthorized use or disposition. In addition there are operationalcontrols and fraud risk controls covering the entire spectrum of internal financialcontrols.

To maintain its objectivity and independence the Internal Audit function reports tothe Chairman of the audit committee of the Board and to the Chairman and ManagingDirector.

The internal Audit department monitors and evaluate the efficiency and adequacy of theinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit functions process owner undertake corrective actions in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the audit committee of the Board.

Adequacy of internal financial controls with reference to the financial statements

The Company has internal Auditors and the Audit Committee constituted are in place totake care of the same. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.

24. Details of Subsidiaries Joint Venture or Associates

The Company has no Subsidiaries Joint Venture or Associates.

25. Group Entities

Below mention are the details of Companies/Entities promoted by the promoters of ourCompany. No equity shares of our Group Companies are listed on any stock exchange and theyhave not made any public or rights issue of securities in the preceding three years.

Our Group Entities include:

1. Veena Educational Society

2. Gymin Sports Private Limited

3. Gundlapally Krida Foundation

26. Details of significant and material orders passed by the regulators or courts ortribunals.

There were no such orders passed.

27. Deposits from Public

The Company has not accepted any Deposits within the ambit of Section 73 of theCompanies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.

28. Particulars of Loans Guarantees or Investments Under Section 186

No loans and advances given to the Key Managerial Personnel.

29. Particulars of Contracts or Arrangements with Related Parties:

All transactions entered into with the related parties as defined under the CompaniesAct 2013 during the financial year were in the ordinary course of business and on arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company.Suitable disclosure as required by the Accounting Standards (AS 18) has been made in thenotes to the Financial Statements and AOC-2 is disclosed as part of Directors report.

Policy on Related Party Transactions

The Company has developed a Related Party Transactions Policy for purpose ofidentification and monitoring of such transactions. The objective of this Policy is to setout (a) the materiality thresholds for related party transactions and; (b) the manner ofdealing with the transactions between the Company and its related parties based on theAct Clause 23 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and any other laws and regulations as may beapplicable to the Company.

The policy on related party transactions as approved by the Board is uploaded on theCompany's website and can be accessed at https://husys.com/wp-content/uploads/2017/05/Related_Party_Transactions_Policy_Husys.pdf

30. Particulars of Employees

There are no employees drawing remuneration in excess of the limits prescribed underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Information as required under the provisions of Rules 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are set outin Directors' Report.

31. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of theCompany from the financial year ended 31st March 2019 to the date of signing of theDirector's Report.

32. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

33. Listing with Stock Exchanges

At present the equity shares of the Company are listed on the Emerge-the SME GrowthPlatform of National Stock Exchange at Mumbai. The Company confirmed it has paid AnnualListing Fees due to the National Stock Exchange for the year 2019-20.

34. Corporate Governance

Your Company has been practicing the principles of good corporate governance. Adetailed report on corporate governance is available in annual report.

35. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992read with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time totime the code of conduct for prevention of insider trading and the Code for CorporateDisclosures ("Code") as approved by the Board from time to time are in forceby the Company. The objective of this Code is to protect the interest of shareholders atlarge to prevent misuse of any price sensitive information and to prevent any insidertrading activity by dealing in shares of the Company by its Directors designatedemployees and other employees. The Company also adopts the concept of Trading WindowClosure to prevent its Directors Officers designated employees and other employees fromtrading in the securities of Husys Consulting Limited at the time when there isunpublished price sensitive information.

36. Depository System

As the Members are aware your Company's shares are trade-able compulsorily inelectronic form and your Company has established connectivity with both NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). In view of the numerous advantages offered by the depository system the membersare requested to avail the facility of Dematerialization of the Company's shares on NSDL& CDSL. The ISIN allotted to the Company's Equity shares is INE336T01010.

37. Extract of Annual Return

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed in Annual Report.

38. Directors' Responsibility Statement

Pursuant to the Provisions of Section 134 of the Companies Act 2013 the Director'sstates that:

(a) In the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures;

(b) The Directors have selected such accounting policies and applied themconsistently and made judgments 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 31 2019 andStatement of Profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis; and

(e) The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

39. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The particulars as prescribed under Sub Section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014.

A. Conservation of Energy:

The Company's core activity is Human Resource Management and services related which isnot power intensive. The Company is making every effort to conserve the usage of power

B. Technology Absorption (R&D Adaptation and Innovation):

1. Efforts in brief made towards technology absorption adaptation andinnovation:

(i) Continuous research to upgrade existing products and to develop new productsand services.

(ii) To enhance its capability and customer service the Company continues to carryout R & D activities in house.

2. Benefits derived as a result of the above efforts:

(i) Introduction of new and qualitative products.

(iI) Upgrade of existing products.

3. Future plan of action:

Husys will continue to invest in and adopt the best processes and methodologies suitedto its line of business and long-term strategy. Training employees in the latestappropriate technologies will remain a focus area. The Company will continue to leveragenew technologies and also on the expertise available.

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual Outflows

(Amount in Rs.)
Particulars

2018-2019

2017-2018

Foreign Exchange Earnings 280223148 206482169
Foreign Exchange Outgo 547096 798024

40. Business Responsibility Report

Your Company has always been at the forefront of voluntary disclosures to ensuretransparent reporting on all matters related to the Company's governance and businessoperations and has voluntarily undertaken to publish the required data to extentapplicable and accordingly the Business Responsibility Report is annexed in the AnnualReport. The said report comprehensively covers your Company's philosophy on corporatesocial responsibility its sustainability activities pertaining to efforts on conservationof environment conducting green awareness events its commitment towards societyenhancing primary education initiatives and activities taken up as part of thisphilosophy for the year 2019-20. Business Responsibility Report as required underRegulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (Regulations) is disclosed separately in thecurrent Annual Report.

41. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (Regulations) is disclosed separately in the current Annual Report.

42. ISO Certified

Husys has been certified with ISO 9001:2015 dated 15th October 2018 thescope covers providing HR Consulting HR Operations and HR Technology Services.

43. Acknowledgments

The Directors would like to thank all the Stakeholders including FinancialInstitutions Banks Government Authorities Power Utilities Regulators CustomersVendors and Members for their continued support to the Company. Your Directors also wishto place on record their deep sense of appreciation for the excellent services of theemployees at all levels and all other associated with the Company.

For and on behalf of the Board of Directors
For Husys Consulting Limited
Sd/- Sd/-
Gundlapally Ramalinga Reddy Gundlapally Praveena
Date: 21-05-2019 Managing Director Whole-Time Director
Place: Hyderabad DIN: 00559079 DIN: 00559136

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