| The Directors have pleasure in presenting the 8th Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2015.
Financial Results:
F. Y. 2014-2015 F. Y. 2013-2014
(In Rupees) (In Rupees
Total Income 2,60,49,070 1,44,03,375
Net Sales from operations 1,88,48,737 1,29,68,630
Other Operating Income 72,00,333 14,34,745
Total Expenses (2,19,64,292) (1,41,51,323)
Less: Expenses (2,10,72,375) (1,35,91,298)
Less: Depreciation and
amortization expense (891,917) (5,60,025)
Profit before Tax 40,84,778 2,52,052
Tax Expenses (Including
deferred Tax) 8,881 (14,679)
Profit for the year 40,75,897 2,66,731
Business Performance/ State of Company's affair:
The Company has earned net profit of Rs. 40,75,897/- during the year as
compared to Rs. 2,66,731/- previous year . The Net Sales from
operation of Rs. 1,88,48,737/- during the year as compared to Rs.
1,29,68,630/- previous year. Percentage wise there has been of
tremendous increase of 45% in net sales from operation as compare to
previous year.
Future Outlook:
It is expected that with the improvement in the economy & with the
efforts made by the Company management, the Company will be able to
increase its revenue in the current year.
Dividend:
The Directors of the Company have decided to conserve the resources and
no dividend is being recommended.
Transfer to reserves:
During the year under review, Company had not transferred any amount to
the General Reserves.
Corporate Governance and Shareholders Information:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 42 of the SME ITP Listing Agreement. A report on
Corporate Governance is included as a part of this Annual Report.
Certificate from M/S. S. V. Niphadkar & Co., Chartered Accountants
confirming the compliance with the conditions of Corporate Governance
as stipulated under Clause 42 of the SME ITP Listing Agreement is
included as a part of this report.
Details of Subsidiary/Joint Ventures/Associate Companies:
Particulars of Holding/Subsidiary/Joint Venture/Associate Company as on
March 31, 2015.
Sr. Name and Address CIN/GLN Holding/Subsi % of Applicable
No. of the Company diary/Associat share Section
es held
01 Team India U93000MH
2007PLC
169654 Associate 21.23% Section
2 (6)
Managers
Limited of Compa-
nies
Act, 2013
Management Discussion and Analysis Report:
As required under Clause 42 (IV) F of the SME ITP Listing Agreements
with Stock Exchanges, the Management Discussion and Analysis Report is
enclosed as a part of this Annual Report.
Listing with stock exchanges:
The Company got listed on BSE SME ITP platform with effect from 24th
December 2014. Thereafter Company had complied with listing Agreement
of BSE SME ITP.
Dematerialization
The Equity shares of the Company can be held in dematerialized form.
The Company has signed the tripartite agreement with National
Securities Depository Limited and Central Depository Services (India)
Limited and existing Registrar & Transfer Agent for dematerialization
of existing holding of the shareholders.
The International Securities Identification Number, allotted to the
Company is INE888Q01016 . The Equity Shares of the Company are listed
on Bombay Stock Exchange Limited at SME Institutional Trading Platform.
Hundred percentages (100%) of the company's paid up Equity Share
Capital is in dematerialized form as on 31st March, 2015. The Company's
Registrars and Share transfer Agent is Sharex Dynamic (India) Private
Limited Situated at Unit - 1, Luthra Indl. Premises, Safeed Pool,
Andheri Kurla Road., Andheri (E), Mumbai - 400 072
Public Deposits:
The Company has neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014 during the year.
Particulars of Loans, Guarantees Or Investments:
The Particulars of Loans, Guarantees and Investment have been disclosed
in the notes to the financial statements.
Corporate Social Responsibility (CSR)
The provisions for making contributions in Corporate Social
Responsibility (CSR) are not applicable to the Company.
Conservation of Energy, Technology absorption, Foreign Exchange Earning
and outgo:
(A) Conservation of energy:
Considering the nature of business activities carried out by the
Company, your directors have nothing to report with regard to
conservation of energy as required under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
(B) Technology absorption:
The management keeps itself abreast of the technological advancements
in the industry and has adopted the state of the art transaction,
billing and accounting systems and also risk management solutions.
(C) Foreign exchange earnings and Outgo:
a) The foreign exchange earnings - Nil (previous year Nil).
b) The foreign exchange expenditure - Nil (previous year Nil).
Directors and Key Managerial Personnel:
(i) Changes in Directors and Key Managerial Personnel (KMP):
(a) At the Board meeting held on 22nd December, 2014, your Company has
appointed Mr. Hemang Bhatt (DIN: 01353668) as Managing Director and Key
Management Personnel (KMP) of the Company, subject to approval by the
shareholders at the ensuing Annual General Meeting.
(ii) Directors Liable to Retire by Rotation:
(a) In accordance with the provision of Section 152(6)(a) of the
Companies Act, 2013 and the Articles of Association of the Company, Mr.
Hemang Bhatt, Managing Director (DIN: 01353668) of the Company retires
by rotation at the ensuing Annual General Meeting and being eligible,
offers, himself for reappointment. Your Board recommends his
re-appointment.
(b) Composition of the Board:
Name of Director and Status of Directorship Date of Appointment
KMP
Mr. Hemang Bhatt Managing Director 04/09/2010
Mrs. Niru Kanodia Non - Executive
Director 04/09/2010
Mr. Kamlesh Kharade Non - Executive
Director, 06/02/2014
Independent Director
Mr. Kapil Agrawal Non - Executive
Director, 07/07/2014
Independent Director
(iii) Independent Director:
At the Extraordinary General Meeting of the members of the Company held
on11th August, 2014 and 7th July, 2014 respectively your Company has
appointed the following persons as the Independent Directors of the
Company:
Name of Director and Status of Directorship Date of Appointment as
KMP Independent Director
Mr. Kamlesh Kharade Independent Director 11/08/2014
Mr. Kapil Agrawal Independent Director 07/07/2015
An independent Director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years.
Declaration by Independent Directors:
All the Independent Directors have confirmed and declared that they
have meet the criteria of independence as provided in sub-section (6)
of Section 149 of the Companies Act, 2013.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual Directors pursuant to the
provisions of the Act.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual Director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc.
In a separate meeting of Independent Directors, performance of
non-independent Directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors. The same was
discussed in the Board Meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its
committees and individual Directors was also discussed.
Disclosure Relating To Remuneration Of Directors, Key Managerial
Personnel And Particulars Of Employees:
In accordance with Section 178 and other applicable provisions if any,
of the Companies Act, 2013 read with the Rules issued there under and
Clause 42 of the Listing Agreement, the Board of Directors at their
meeting held on 11th August, 2014 formulated the Nomination and
Remuneration Policy of your Company on the recommendations of the
Nomination and Remuneration Committee. The salient aspects covered in
the Nomination and Remuneration Policy, covering the policy on
appointment and remuneration of Directors and other matters have been
outlined in the Corporate Governance Report which forms part of this
Report.
The information required under Section 197 of the Companies Act, 2013
read with Companies Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors/ employees of your
Company is set out in "Annexure D" to this Report.
Directors Responsibility Statement:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, Directors of
your Company hereby state and confirm that:
(a) In the preparation of the Annual Accounts for the year ended 31st
March 2015, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the 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 had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
AUDITORS AND AUDITORS' REPORT:
Statutory Auditor:
M/S. S. V. Niphadkar & Co., Chartered Accountants, (bearing Firm Reg.
No. 129430W), Mumbai, the Statutory Auditors of the Company hold the
office up to the conclusion of the ensuing Annual General Meeting and
being eligible offers themselves for re-appointment for the financial
year 2015-2016. Your Company has received written consent and a
certificate stating that they satisfy the criteria provided under
Section 141 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014 and that the appointment, if made, shall be
in accordance with the applicable provisions of the Companies Act, 2013
and rules issued there under.
The Audit Committee and the Board of Directors recommend the
appointment of M/S. S. V. Niphadkar & Co., Chartered Accountants,
(bearing Firm Reg. No. 129430W), as the Auditors of your Company for
the financial year 2015- 16 till the conclusion of the next Annual
General Meeting. The Auditors' Report for the financial year 2014-15,
does not contain any qualification, reservation or adverse remark.
Auditors' Report:
The Auditors have referred to certain routine matters in their report
and the respective notes to the accounts are self- explanatory.
Secretarial Auditor & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed M/S Uma Lodha & Co.,
Practicing Company Secretary to conduct the Secretarial Audit of your
Company. The Secretarial Audit Report is annexed herewith as "Annexure
[A]" to this Report. The Secretarial Audit Report contains a
qualification, reservation or adverse remark regarding non compliance
of Section 203 of the Companies Act, 2013. The Auditor has mentioned in
their report about non appointment of Chief Financial Officer and
internal Auditor during the year under review. The Company in process
to appoint a Chief Financial Officer and Internal Auditor at the
earliest.
Share Capital:
a) Authorized Capital:
There has been no change in the Authorized Capital of the Company
during the year.
b) Issued /Subscribed/Paid Up:
During the year, your company has raised its Equity Share Capital
amounting to Rs. 15,64,40,000/- at the following events:
Details of event:
Date of Allotment No. of Shares Amount (in Rs.)
17.04.2014 10,64,000 10,640,000/-
25.08.2014 5,00,000 50,00,000/-
15,64,000 1,56,40,000/-
After considering the above allotments, the total Issued
/Subscribed/Paid Up Share Capital is amounting Rs. 47,541,060/-
comprising of 47,54,106 Equity Shares of face value Rs. 10/-each.
Extract of the Annual Return:
Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of
the Companies (Management and Administration) Rule, 2014, the Extract
of Annual Return (Form No. MGT-9) as on the financial year ended on
31st March, 2015 is enclosed as "Annexure [B]" to the Directors'
Report.
Board Meetings:
Your Board of Directors has duly met fifteen (17) times during the
financial year. i.e. on 10th April 2014, 17th April 2014, 2nd May 2014,
12th June 2014, 13th June 2014, 14th June 2014, 10th July 2014, 18th
July 2014, 11th August 2014, 25th August 2014, 30th August 2014, 27th
November 2014, 17th December 2014, 22nd December 2014, 24th December
2014, 17th March 2015 & 31st March 2015 respectively in respect of
which proper notices were given and the proceedings were properly
recorded and signed in the Minute Book maintained for the purpose.
The Composition of Board and details of the Board Meetings held during
the year are also covered in the Corporate Governance Report.
Vigil Mechanism/Whistle Blower Policy:
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for Directors and employees to report
genuine concerns has been established.
The purpose of the "Whistle blower Policy" is to allow employees to
raise concerns about unacceptable, improper or unethical practices
being followed in the organization. They will be protected against any
adverse action and/or discrimination as a result of such a reporting,
provided it is justified and made in good faith. The Chairman of the
Audit Committee 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 www.hasjuicebar.com under investors/policies/Vigil
Mechanism.
Related Party Transactions:
During the financial year 2014-2015, the Company has not entered into
any related party transactions referred to in Sub-section (1) of
Section 188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto.
Form AOC-2 is enclosed as "Annexure [C]". The Board of Directors of the
Company has, on the recommendation of the Audit Committee, adopted a
policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies
Act 2013, the Rules there under and the Listing Agreement.
Code of Conduct:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviors of any form and the Board has laid down the directives to
counter such acts. The code laid down by the Board is known as "code of
business conduct" which forms an Appendix to the Code. The Code has
been posted on the Company's website www.hasjuicebar.com under
investors/policies/Code of Conduct for Board of Directors and Senior
Management.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
Risk Management:
Your Board of Directors has not formulated & adopted Risk Management
Policy required under the provisions and guidelines of SEBI and as such
said provisions not applicable to the Company.
Disclosure on sexual harassment of women at workplace:
As required by the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. The Company has formulated and
implemented a policy on prevention of sexual harassment at workplace.
During the year under review, no complaints were reported to the Board.
This Policy was considered, approved and adopted by the Board under
investors/policies/prevention of Sexual Harassment at workplace.
Prevention of insider trading:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre-clear
cut-off acne for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code.
Significant/Material Orders Passed By the Regulators:
There are no significant/material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company
and its operations in future.
General:
a) Your Company has not issued equity shares with differential rights
as to dividend, voting or otherwise; and
b) Your Company does not have any ESOP scheme for its
employees/Directors.
Acknowledgements:
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by employees at all levels. Your
Directors also wish to place on record their gratitude to the
Securities and Exchange Board of India (SEBI), BSE Limited (BSE),
Registrar of Companies (ROC), National Securities Depository Limited
(NSDL), Central Depository Services (India) Limited (CDSL) and the
shareholders for their continued support and confidence.
By order of the Board
For Has Lifestyle Limited
Sd/- Sd/-
Hemang Bhatt Niru Kanodia
Managing Director Director
(DIN: 01353668) (DIN: 02651444)
Place: Mumbai
Date: 04.09.2015
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