The Board of Directors hereby submits the report of the business and operation of your Company (Has LifestyleLimited) along with the audited financial statement, for the financial year ended March 31st, 2024.
RESULTS OF OUR OPERATIONS (Amount in Rs.)
Particulars
2023-2024
2022-2023
Income
Net Sales from operations
12,72,40,749
11,71,64,834
Other Operating Income
2,77,17,907
1,92,76,954
Total Income
15,49,58,656
13,64,41,788
Less: Expenses
(11,93,59,207)
(11,37,90,570)
Less: Depreciation and amortisation expense
(26,18,032)
(32,34,923)
Total Expenses
(12,19,77,239)
(11,70,25,493)
Profit before Tax (Loss)
3,29,81,418
1,94,16,295
Tax Expenses (Including deferred Tax)
52,10,161
29,40,176
Profit for the year (Loss)
2,77,71,257
1,64,76,119
Earnings Per Share [nominal value of shares Rs.10/-(previous year Rs.10/-)] Basic and Diluted
5.84
3.47
The Company has profit of Rs. 2,77,71,257/- during the year as compared to profit of Rs. 1,64,76,119/- previous year.The Net Sales from operation of Rs. 12,72,40,749/- during the year as compared to Rs. 11,71,64,834/- previous year.Percentage wise there has been increase of 8.60% in net sales from operation as compared to previous year.
It is expected that with the improvement in the economy & with the efforts made by the Company management, theCompany will be able to increase its revenue in the current year.
No dividend was declared for the current financial year due to loss incurred by the company.
During the year under review, Company had not transferred any amount to the General Reserves.
As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015entered with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.
As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015with Stock Exchanges, the disclosure in compliance with the accounting standard on "related party disclosures areenclosed as a part of this report.
> Your Company has the following Company as its Holding Company at the year end.
Sr. No.
Name of the Company
Joint Venture/Associate/Holding
No. of sharesheld in%
1.
Team India Managers Limited(CIN: U93000MH2007PLC169654)
Holding
76.50%
> Your Company does not have any subsidiary Companies/Associates and Joint Venture Company at the year end.CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) read withSchedule V of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. As per regulation15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provisions as specified in regulation 27shall not apply to your Company. As there is no requirement to attach the corporate governance report. Your Companyhas also been enlisted in the new SEBI compliant redressal system (SCORES) enabling the investors to register theircomplaints if any for speedy redressal.
The Equity Shares of the Company continues to be listed at Small and Medium Enterprise platform of Bombay StockExchange (BSE). The scrip code number of the Equity shares of the Company on BSE is 780014. The Company confirmsthat it has paid the Annual Listing Fees for the year 2023-2024 to Small and Medium Enterprise platform of BombayStock Exchange (BSE)where the Company's Shares are listed.
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concernstatus of your Company and its operations in future.
The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of theCompanies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, includingadherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors,the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
• Mr. Hemang Manoj Bhatt (DIN: 01353668) was re- appointed as Managing Director of the Company with effectfrom 26th June 2024, subject to approval of members at the ensuing General Meeting.
• Mr. Kapil Agarwal (DIN: 06916751) resigned as Independent Director of the Company with effect 05th July 2024.
• Mr. Kamlesh Kharade (DIN: 03589665) resigned as Independent Director of the Company with effect 28th August2024
• Mr. Ravi Gupta (DIN: 03175416) was appointed as Independent Director of the Company with effect from 05thJuly 2024, subject to approval of members at the ensuing General Meeting.
• Mr. Sagar Shah (DIN: 10727721) was appointed as Independent Director of the Company with effect from 28thAugust 2024, subject to approval of members at the ensuing General Meeting.
As per the provisions Section 152 of the Companies Act 2013, Mrs. Niru Kanodia, retires by rotation at the ensuingAnnual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.
Pursuant to Section 134(3) (c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:
• In the preparation of the Annual Accounts for the year ended March 31st, 2024, the applicable AccountingStandards, have been followed and there are no material departures from the same.
• the Directors have selected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyas at March 31st, 2024 and of the loss of the Company for the year ended on that date;
• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
• the Directors have prepared the annual accounts on a 'going concern' basis.
• the Directors have laid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and
• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by theCompany, the work performed by the internal, statutory and secretarial auditors and external consultants, includingthe audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees, including the audit committee, the Board is of the opinion that theCompany's internal financial controls were adequate and effective during Financial Year 2023-2024.
The company has complied with the applicable secretarial standards as issued by the Institute of Company Secretariesof India on Board Meetings and General Meetings.
Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013, asrecommended by the Audit Committee and Board of Directors of the Company, M/s Sachin Phadke & AssociatesChartered Accountant (Firm Registration no. 133898W), be and are hereby appointed as Statutory Auditors of theCompany to fill the casual vacancy caused by the resignation of M/s Kantilal Jain & Co., Chartered Accountants (FirmRegistration no. 104793W),. M/s Sachin Phadke & Associates Chartered Accountant (Firm Registration no. 133898W,be and are hereby appointed as Statutory Auditors of the Company and hold office for a period of five years from theconclusion of this Annual General Meeting of the Company on such remuneration and reimbursement of out-of-pocketexpenses as may be mutually agreed between the Auditors and the Board.
During the year, the statutory auditors have confirmed that they satisfy the independence criteria provided underSection 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and the Code ofEthics issued by the Institute of Chartered Accountants of India.
The Auditors' Report for the financial year 2023-2024 does not contain any qualification, reservation or adverseremark.
As per the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, M/s. S. Rajesh & Co.,Chartered Accountants (Membership No. 019372) has been appointed as Internal Auditor of the company for the year2023-2024.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, Your Company has appointed CS Divya Mohta (Practicing
Company Secretary) bearing Membership no 47040 and Certificate of Practice no 17217. Practicing CompanySecretaries, to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2024. TheSecretarial Audit Report (Form MR-3) for the financial year 2023-2024, part of the Annual Report as "Annexure [B]"to the Board's Report.
The Secretarial Audit Report contains no qualification, reservation or adverse remark regarding noncompliance underCompanies Act, 2013
a) Authorised Capital: There has been no change in the Authorised Capital of the Company during the year.
b) Issued/Subscribed/Paid Up: There has been no change in the Issued /Subscribed/Paid Up Capital of the Companyduring the year.
c) Bonus Shares: No bonus shares were issued during the financial year.
d) Issue of equity shares with differential rights: There were no shares issued with differential rights during thefinancial year 2023-2024.
e) Issue of sweat equity shares: No sweat equity shares were issued during the financial year 2023-2024.
f) Issue of employee stock options: No employee stock option was given or issued during the financial year 2023-2024.
g) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit ofemployees: There was no provision made of the money by the company for purchase of its own shares by employeesor by trustees for the benefit of employees or by trustees for the benefit of employees.
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return (Form MGT-9) inthe prescribed format is appended as "Annexure [A]" to the Board's report. It shall be also available at the Websiteof the Company under Extract of Annual Return and the web-link of the same is http://hasjuices.com/ underinvestor's relations/ Extract of Annual Return.
Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act,2013, in the prescribed Form AOC-2, is appended as "Annexure [C]" to the Board's Report.
The Particulars of Loans, Guarantees and Investment have been disclosed in the notes to the financial statements.
Details of the ratio of the remuneration of each Director to the median remuneration of the employees and otherdetails as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is appended as "Annexure [D]"
Considering the nature of business activities carried out by the Company, your directors have nothing to report withregard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988.
The management keeps itself abreast of the technological advancements in the industry and has adopted the state-of-the-art transaction, billing and accounting systems and also risk management solutions.
a) The foreign exchange earnings - Nil (previous year Nil).
b) The foreign exchange expenditure - Nil (previous year Nil).
Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules, 2014 is not required to be made.
Name of Director
Status of Directorship
Date ofAppointment
Date of Resignation
Mr. Hemang Bhatt
Managing Director
04/09/2010
-
Mrs. Niru Kanodia
Non - Executive Director
Mr. Kapil Agrawal
Non - ExecutiveIndependent Director
Director,
07/07/2014
05/07/2024
Mr. Kamlesh Kharade
04/11/2019
28/08/2024
Mr. Ravi Gupta
Mr. Sagar Shah
The Company has received necessary declaration from each Independent Director under Section 149(7) of theCompanies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act,2013.
The Board met Thirteen (13) times during the financial year, the details of which are given below. The maximuminterval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
Date of the meeting
No. of Directors attended the meeting
03rd April 2023
3
30th May 2023
4
05th June 2023
15th June 2023
09th August 2023
11th August 2023
16th August 2023
23rd August 2023
2
31st August 2023
27th September 2023
01st November 2023
15th November 2023
18th December 2023
Currently, the Board has two committees: The Audit Committee, the Nomination and Remuneration Committee. Allcommittees consisted of two Independent Directors and one Non-Executive Director.
Name of Directors
Status
Category
Chairman
Non-Executive, Independent Director
Ms. Niru Kanodia
Member
Non-Executive Director
B) Nomination and Remuneration Committee
Additional Non-Executive, Independent Director
The Committee met 02 times during the financial year, the details of which are given below.
03
02
The Independent Director met 01 times during the financial year, the details of which are given below.
The Board had adopted 'HAS Lifestyle Limited' - Nomination and Remuneration Policy' in compliance with Section 178of the Act and Regulation 19(4) read with Part D of Schedule II to the SEBI LODR Regulations, for identification, selectionand appointment of Directors, Key Managerial Personnel and Senior Management of your Company. The policy laysdown the process and parameters for the appointment and remuneration including recommendation on remunerationof the key managerial personnel and other senior management and the criteria for determining qualifications, positiveattributes and independence of a director. This Policy is uploaded on the Investor Relations section of the website ofyour Company at http://hasjuices.com/ under investors/Corporate Governance/Remuneration policy.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors andemployees to report genuine concerns has been established.
The purpose of the "Whistle blower Policy" is to allow employees to raise concerns about unacceptable, improper orunethical practices being followed in the organization. They will be protected against any adverse action and/ordiscrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the AuditCommittee has been designated for the purpose of receiving and recording any complaints under this policy.
The Vigil Mechanism Policy has been uploaded on the website of the Company at http://hasjuices.com/ underinvestors/ Corporate Governance/Vigil Mechanism.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. TheCompany has formulated and implemented a policy on prevention of sexual harassment at workplace. During the yearunder review, no complaints were reported to the Board. This Policy was considered, approved and adopted by theBoard under investors/policies/prevention of Sexual Harassment at workplace. This Policy is uploaded on the InvestorRelations section of the website of your Company at http://hasjuices.com/ under investors/ Corporate Governance.
Your Board of Directors has not formulated & adopted Risk Management Policy required under the provisions andguidelines of SEBI and as such said provisions not applicable to the Company.
Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, a structured questionnaire was prepared as per the requirement of theact which included various aspects of Boards and Committees functioning, Composition of the Board and itsCommittees, functioning of the Individual directors. The aspects covered in the evaluation included the contributionto and monitoring of corporate governance practices and the fulfilment of Directors' obligations and fiduciaryresponsibilities, including but not limited to, active participation at the Board and Committee meetings. Further, theIndependent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non¬Executive Directors. The Board expressed their satisfaction with the evaluation process.
As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2023-2024.
There were no material changes and commitments affecting the financial position of the company, which haveoccurred between the end of the financial year of the company to which this report relates and the date of the reportexcept as otherwise mentioned in this director report, if any. There had been no changes in the nature of company'sbusiness. To the best of information and assessment there has been no material changes occurred during the financialyear generally in the classes of business in which the company has an interest except as otherwise mentioned in thisdirector report, if any.
As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provisions as specifiedin regulation 27 shall not apply to your Company. As there is no requirement to attach the corporate governancereport.
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI(Prohibition of Insider Trading) Regulation, 2015.The Insider Trading Policy of the Company lays down guidelines andprocedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as theconsequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals byemployees and to maintain the highest ethical standards of dealing in Company securities.
There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act,2013 and rules made thereunder.
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by ourvalue system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulationof certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on
need and new compliance requirement. In addition to its Code of Conduct and Ethics, key policies that have beenadopted by the Company are as follows:
Name of the policy
Brief description
Weblink
Policy for documentretention and archivalpolicy.
The policy deals with the retention and archival ofcorporate records of HAS Lifestyle Limited.
http://hasiuicebar.com/pdf/Do
cument-Retention-and-
Archival-Policy.pdf
Determination OfMateriality for Disclosuresof Events or Information
This policy applies to disclosures of material eventsaffecting. This policy is in addition to the Company'scorporate policy statement on investor relations,which deals with the dissemination of unpublished,price-sensitive information.
http://hasiuicebar.com/pdf/Poli
cy-on-Determination-of-
Materiality-for-Disclosures-of-
Events-or-Information.pdf
Whistle Blower Policy(Policy on vigil mechanism)
The Company has adopted the whistleblowermechanism for directors and employees to reportconcerns about unethical behaviour, actual orsuspected fraud, or violation of the Company's codeof conduct and ethics. There has been no change tothe Whistle blower Policy adopted by the Companyduring fiscal 2016
http://hasiuicebar.com/pdf/Vigi
l-Mechanism.pdf
Remuneration Policy
The policy deals with the remuneration ofManagerial and Key Managerial of HAS LifestyleLimited.
http://hasiuicebar.com/pdf/Re
muneration-Policy.pdf
Your directors wish to express their profound gratitude for the exceptional levels of professionalism, unwaveringcommitment, and dedicated efforts exhibited by employees across all tiers of the organization. The remarkablededication displayed by our workforce serves as a driving force behind our achievements and growth.
Additionally, we extend our heartfelt appreciation to the regulatory authorities that have been instrumental in shapingour journey. The Securities and Exchange Board of India (SEBI), SME BSE Limited (BSE), Registrar of Companies (ROC),the Income Tax Department, the Reserve Bank of India, the State Governments, and various other governmentagencies have played pivotal roles in our operational landscape. Their support, guidance, and collaborative spirit havesignificantly contributed to our successes.
Furthermore, our heartfelt thanks extend to the National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) for their partnership, as well as our shareholders whose unwavering trust andconfidence fuel our determination to excel.
As we move forward, we remain steadfast in our commitment to uphold the highest standards of excellence, integrity,and transparency in all our endeavours. With the ongoing support of our stakeholders and partners, we are poised toconquer new horizons and achieve even greater milestones.
Hemang Bhatt Niru Kanodia
Managing Director Director
(DIN:01353668) (DIN: 02651444)