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Husys Consulting Ltd.

BSE: 532590 Sector: Others
NSE: HUSYS ISIN Code: INE336T01010
BSE 05:30 | 01 Jan Husys Consulting Ltd
NSE 05:30 | 01 Jan Husys Consulting Ltd

Husys Consulting Ltd. (HUSYS) - Director Report

Company director report

To

The Shareholders Husys Consulting Limited.

Your Directors delightfully present the 13th Annual Report on the businessand operation of the Company together with the Audited Financial Accounts for the yearended 31st March 2018.

1. Financial Highlights

Financial results of your Company for the year ended 31st March 2018 aresummarized below.

(Amount in Lacs)
Particulars

2017-18

2016-17

Income from Operations 2286.50 1454.80
Other Income 6.92 3.45
Total 2293.42 1458.26
Operating expenditure 2096.91 1275.45
Earnings before Interest Tax Depreciation and Amortization (EBITDA) 196.51 182.81
Finance costs 3.14 14.76
Depreciation and amortization expense 30.06 23.26
Profit before exceptional item and Tax 163.31 144.79
Exceptional Item - -
Profit before Tax (PBT) 163.31 144.79
Tax expense 53.76 44.74
Profit aer year (PAT) 109.55 100.05

2. Future Outlook

The Turning Point: A promising outlook for the Indian HR indutry 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 Devise. 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 Rs. 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 2018 was Rs.2286.50 Lacs as against the total income of Rs.1454.80 Lacs for the previous year ended31st March 2017.

The Company has earned a Net Profit aer Tax of Rs. 109.55 Lacs for the year underreview as compared to Net Profit of Rs. 100.05 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 air 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

"Is to Enable people for Business"

Our Mission

To bring best of the People Expertise and Technologies to build sustainable growth forcompanies. Leveraging our 17 years of expertise for the benefit of Husys and its clients.

Our Values

Integrity:Commitment:Service:Enterprising

I. HR TECHNOLOGY:

Technology in HR Industry increased due to the Cloud opportunities. With 40% of thework force in the target market of Husys at SME's makes a clear case for Focus. Yourcompany has been in the forefront of the Technology advancement of HR. Our currentplatform helps transform the HR departments of SME companies in India. Also bringing themost needed Integrated HR E-commerce to strengthen the power of SME and its employees. Ourplatform not only helps the employees inside of any organisation but also enable ourFranchise Distribution Payrolling companies and Consulting partners to leverage and reapthe benefits.

HRIS – Essential Module : Employee Data Onboarding Communication Leave PayrollManagement Exit Managements

HRIS – Sustain : Provides the Recruitment Tracking Performance Management andTraining Management

Payroll Engine : Provides Payroll Companies to deliver Payroll services to theirclients

E-commerce Engine : In future this will help deliver HR commerce to all the users.

II. HR OPERATIONS:

The solutions are customized based on the needs of the client; however the followingare some of the areas of service provided.

Associate Management Service (AMS):

Our expertise increased multifolds in the last few years with AMS being a service toreckon with client satisfaction across the globe. Husys delivers the best of the expertisethrough people for International Companies which constitute to major portion of ourrevenues. This business is seeing a growth with in India. We continue to focus on thisproduct to add our top-line and a bottom-line without much of resource deployment from ouroperations.

Employer of Records (Professional Employer Organization – PEO as its callelsewhere in the world)

Payroll Management (Full Blown service outside of AMS and has a scope as well forGrowth)

HR & Administration

HR Function Management Solution (Core):

This is our Company's Flagship & Primary Service that is mastered over a period of16 years in India. We are the pioneers and leaders in building HR Departments andManagement for Small and Medium Organizations.

Exclusive Search / Recruiting :

In this solution our Company offers Talent Acquisition for clients. Husys usually hasan exclusive mandate - 90% of the times since exclusivity always gives us an opportunityto generate business and gain revenue stream using our capabilities. We were able togenerate more business in last year. We continue to focus on this business to add value toour profitability.

III. HR CONSULTING:

Husys would be eventually uses its competency developed over a period of 17 years toprovide consulting and advisory services.

People Strategy / Policies / Systems

Intelligent People Technology

Outplacement:

Husys is a part of Career Star Group which represents 70 countries. These mandates areassigned based on the Global mandates for large International organizations. We have donea good amount of business in last year and also continue to focus on this product. Thisproduct also sold now in India hence creates more opportunities for generating revenue inthis segment.

Career Transitions/Outplacement – Junior to Mid Level Management : 1 month 3month 6 months

Career Transitions/Outplacement – Mid to Senior level including CXO : 3 months 6months 1 year and 18 months

HR Advisory:

This is a unique and long-term in many cases in which our senior consultants act asAdvisor for the organization. This also has components of Transition and InterimManagement options.

Training & Assessment Services:

We have best of the understanding of Industry and can bring change through varioustraining programs for Students Companies and Institutions. We are happy to have signed anagreement with Andhra Pradesh SC corporation to provide Developmental programs for the SCcandidates. This is going to grow our revenues in this area. We are also looking at toinvest in the Online Training platform to generate more opportunity for scale.

Government Projects for Skill Development

Online Training of HR programs

Online training of HRIS Platform

Custom Design Training & Development programs in India

STRENGTHS

Our unique positioning of 17 years of expertise in SME space is a STRENGTH. This givesability of Company to survive toughest business cycles. Well defined organizationstructure supported by young and qualified people coupled with experience second tiermanagement that has decision making powers. Diversified service profile to help theorganisation to balance growth based on market environment. Business is moving from Postpaid to Pre-paid and the collection rate has been brought to less than 30 days. This wouldfurther improve based on various steps that we are taking currently.

Client Partnership: Any partnership is mutual and benefit both the parties with theWIN-WIN. We have been giving our best to right partnership with clients who wants to payand demand service. That makes a huge plus in reducing the bad debts. Strengthening ourQuality focus brings that satisfaction required for the client who wants to be businesslike with WIN-WIN attitude.

Superiorleadership and governance: We build our strength from the core values thateveryone in the organisation follows highest standards of commitment and Governance. Ourresponsibility to government shows that we are 100% compliant on all the applicable lawsat all the times. This makes the organisation respected across segments of our operation.

Sales organization: As a company we invested in the reach of our presence throughOnline and Offline. Our ground force and spread across through the partner network issuperior and unique than any other HR company in India.

Domain expertise and technical excellence: We believe in the Human Synergies atwork for helping the world to do business in next century. We are bringing collaborationfor the benefit of our growth.

Partnerships: In today's world partnerships makes a huge difference. Our partnernetwork is parallel to none.

Career Star Group : Outplacement : 70 countries coverage

PEO network : Brings business for Husys from biggest economies

UAE : Our partner network to bring Technology reach for those markets.

People focus and high performance culture: We are building our internal teams toown the business with focused targets help to achieve targets and making them part of thesuccess through our ESOP model. Starting from 2018-19 this would be implemented to makeeveryone part of the growth.

Collaboration is the key for our future growth irrespective of the Locations andGeographies that we service. We partner with Husys Team Unit Franchise Team ConsultingPartners for maximisation of our reach and delivery excellence.

OUR BUSINESS STRATEGY

We at Husys are united by the Core Values that binds every Husys't (Our Team Members)to deliver the best to our clients. We strive to live up to these values and make everysecond of our service is delivered with the same rigor and consistency all through ourjourney with our clients.

Integrity:

We are committed by the value of integrity and would not pursue any deviation to helpour clients. We work for profitability of our clients while preserving the value for ourexistence. Our integrity is important to retain and sustain the growth for our clients andtheir employees.

Commitment:

Our commitment to client delivery and the Vision & Mission we set out for ourselvesis the corner stone for our success. None of our associates would deviate from anycommitments that we promised to deliver and try and excel in our effort in bringing morevalue.

Service:

Every moment a positive experience for our clients make us to deliver the best. Weunderstand to count our every hour and day in converting opportunities into action for ourclients through people. We are bound by the set expectations and we strive to surpassevery second in delivering the best to our clients.

Enterprising:

Working with Entrepreneurs would never be possible unless being Enterprising in everyactivity that we perform. Every Husys't (Our team members) is trained to be anentrepreneur first and in HR Function later. We know the efforts of our enterprisingclients in building and developing an organization of repute.

The Drivers of our environment:

Integrity

Commitment

Service

Enterprising

Found at India with an aim to redefine the Human Resources function. Husys originatedout of a need for a good partnership for companies to grow. Business is all about how wekeep our costs at optimum and deliver better results for the stakeholders. We have startedour Operations based at Hyderabad in the year 2002. We have been successful in bagging theHR Functional Outsourcing contract within 1 month of operation which meant a greathistoric achievement in Managing HR Function and Outsourcing the same. Today we are thepeople who are synonymous with HR Function Outsourcing. We re-defined the way the HRFunction Management is outsourced since 2002 with more than 300+ Clients (IncludingFortune 500) and featured in various forums as the most innovative HR Business Model andapplauded by Media in India.

Few Firsts @ Husys:

First & Only Fully Integrated HR Function Management/Outsourcing Organization inIndia.

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) inIndia.

First Partner based Business Associates Model for an HR Function Management Company inIndia.

One of the First Cloud based HRIS application launched (ApHusys: Application for HumanSynergies) in India.

First HR Company listed on National Stock Exchange under EMERGE Institutional TradingPlatform (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 not recommended Dividend for the year.

7. Reserves

The Board of the Company has decided to carry Rs. 109.55 Lacs to the Reserves of theCompany.

8. Finance

Cash and cash equivalents as at March 31 2018 were Rs.117.85 Lacs The Companycontinues to focus on judicious management of its working capital receivables andinventories. Other working capital parameters were kept under strict check throughcontinuous monitoring.

9. Share Capital

The Authorized share capital of the Company is Rs. 50000000/-(Equity Shares of5000000). Further the Paid up Capital of the Company is Rs.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 30th May 2017 25thSeptember 2017 14th November 2017 and 13th February 2018.

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.

Resignation of Key Managerial Personnel

Ms. Geeta Goti resigned from the post of Director of the Company with effect from 31stOctober 2017.

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 the right mixof knowledge and skills sufficient to maximize performance in the light of future 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 and itsbusiness

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 the organization

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 desired results

Providing direction and support to the Board regarding its fiduciary obligations andgovernance 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. Biju Varkkey Chairman
Ms. Nina Elizabeth Woodard Member
Mr. Atal Malviya 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 to beincluded in our Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act; (b) Changes if any in accounting policies and practices andreasons for the same; (c) Major accounting entries involving estimates based on theexercise of judgment by management; (d) Significant adjustments made in thefinancial statements arising out of audit findings; (e) Compliance with listing andother legal requirements relating to financial statements; (f) Disclosure of anyrelated 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 managementsystems;

12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems; 13. Reviewing with the managementperformance of statutory and internal auditors and adequacy of the internal controlsystems; 14. Reviewing the adequacy of internal audit function if any includingthe structure of the internal audit department staffing and seniority of the officialheading the department reporting structure coverage and frequency of internal audit; 15.Discussion with internal auditors any significant findings and follow up there on; 16.Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board; 17. Discussionwith statutory auditors before the audit commences about the nature and scope of audit aswell as post-audit discussion to ascertain any area of concern; 18. To look intothe reasons for substantial defaults in the payment to the depositors debenture holdersshareholders (in case of non-payment of declared dividends) and creditors; 19. Toreview the functioning of the Whistle Blower mechanism in case the same is existing; 20.Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) aer assessing thequalifications 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. Atal Malviya Chairman
Ms. Nina Elizabeth Woodard Member
Mr. Biju Varkkey Member
Mr. Gundlapally Ramalinga Reddy 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 on theBoard;

To devise a policy on Board diversity; and

Identifying persons who are qualified to become Directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the board ofDirectors their appointment and removal.

Whether to extend or continue the term of appointment of the independent director onthe basis of the report of performance evaluation of independent Directors.

To lay out remuneration principles for employees linked to their effort performanceand 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 Directorsand Husys Minds compensation with our business objectives so that compensation is used asa strategic tool that helps us recruit motivate and retain highly talented individualswho are committed to our core values. We believe that our compensation programs areintegral to achieving our goals. Through its compensation program the Company endeavorsto attract retain develop and motivate a high performance workforce. The Company followsa compensation mix of fixed pay benefits and performance based variable pay. Individualperformance pay is determined by business performance of the Company. The Company paysremuneration by way of salary benefits perquisites and allowances (fixed component) andperformance incentives commission (variable component) to its Chairman Managing Directorand other Executive Directors. Annual increments are decided by the Nomination &Remuneration Committee within 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

Mr. Biju Varkkey Chairman
Ms. Nina Elizabeth Woodard Member
Mr. Gundlapally Ramalinga Reddy 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. Snehalata Somayajula

Ms. Megha Chandak

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 Re-appointed 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 13th 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 2018.

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

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 andhence enclosing of form AOC- 2 is not required Suitable disclosure as required by theAccounting Standards (AS 18) has been made in the notes to the Financial Statements.

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 set out (a) the materiality thresholds for relatedparty transactions and; (b) the manner of dealing with the transactions between theCompany and its related parties based on the Act Clause 23 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and anyother laws and regulations as may be applicable 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 http://husys.net/pdf/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 2018 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 2018-19.

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 haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2018 and Statement of Profit of the Company forthat period; (c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (d) The Directors have prepared the annual accounts on agoing 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 ofnew 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 Lacs)
Particulars

2017-2018

2016-2017

Foreign Exchange Earnings 206482169 125265684
Foreign Exchange Outgo 798024 496014

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 2018-19. 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. 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: 24-05-2018 Managing Director Whole-Time Director
Place: Hyderabad DIN: 00559079 DIN: 00559136