H. S. India Ltd
Directors Reports
To,
The Members,
Your Directors are pleased to present the 34th Annual Report of your Company
together with the Audited Financial Statements and Auditors' Report for the year ended 31st
March, 2023.
1. FINANCIAL RESULTS: in Lakh)
| Particulars |
2022-23 |
2021-22 |
| Total Revenue |
2461.68 |
1851.77 |
| Net Operating Profit |
434.19 |
417.16 |
| Less: Interest & Finance Charges |
194.12 |
185.10 |
| Less: Depreciation |
111.93 |
110.67 |
| Net Profit/(Loss) Before T ax & Exceptional Items |
128.14 |
121.39 |
| Add: Exceptional Items |
-- |
-- |
| Net Profit/(Loss) Before Tax |
128.14 |
121.39 |
| Less : Provision for Taxation |
|
|
| - Net Current Tax |
32.64 |
19.10 |
| - Deferred Tax |
(8.00) |
(6.00) |
| Net Profit/(Loss) After Tax |
103.50 |
108.29 |
2. OPERATIONS:
The total revenue of your Company for the year 2022-23 was increased to Rs. 2461.68
lakh as against Rs. 185 1.77 lakh of the previous year. The Company reported net profit
after tax of Rs. 103.50 lakh for the year 2022-23 in comparison with a net profit aft er
tax of Rs. 108.29 lakh lakh of the previous y ear.
During the year, there is no change in nature of business o f the Company.
3. TRANSFER TO RESERVE:
For the financial year ended 31st March, 2023, the Board has not proposed to
transfer any amount to Reserves.
4. DIVIDEND:
In order to conserve resources, your Directors have not recommended any dividend on
equity shares of the Company.
5. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year
ended on 31st March, 2023.
6. SHARE CAPITAL:
During the year under review, your Company has not issued any securities.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
As on 31st March, 2023, your Company has Six (6) Directors, which includes
Two (2) Executive Directors, One (1) Non-Executive Director (Woman) and Three (3)
Independent Directors.
Mr. Pushpendra Bansal, Managing Director (DIN-00086343) of the Company, who retires by
rotation and being eligible, was reappointed as a Director in 33rd AGM held on
07.09.2022.
Mr. Pushpendra Bansal, Managing Director (DIN-00086343) of the Company was re-appointed
as a Managing Director for the period of 3 years w.e.f. 11.09.2022 in 33rd AGM.
Mr. Dinesh Mistry (DIN-07411914) has resigned from the post of Independent Director and
various committee membership of the Company w.e.f. 28.07.2022 due to the other various
assignments of travel business. The Directors expressed their deep appreciation and
gratitude for the contribution made and guidance provided by Mr. Dinesh Mistry during his
tenure as member of the Board of Directors .
Mr. Ghanshyam Parasram Mistry (DIN-09559172) and Mr. Adityabhai Jagdishbhai Joshi
(DIN-07718831) were appointed as Non-executive Independent Directors for the period of 5
years w.e.f. 07.09.2022 in 33rd AGM.
Mr. Shiladitya Mukherjee (DIN-08497453) has resigned from the post of Independent
Director and various committee membership of the Company w.e.f. 19.09.2022 due to the
other various assignments of Hospitality Business. The Directors expressed their deep
appreciation and gratitude for the contribution made and guidanc e provided by Mr.
Shiladitya Mukherjee during his tenure as member of the Board of Directors.
Mr. Ramesh Bansal, Managing Director (DIN-00086256) of the Company is liable to retire
by rotation at the forthcoming 34th AGM and being eligible, offers himself for
re-appointment.
Mr. Ramesh Bansal is a Managing Director/CFO, Mr. Pushpendra Bansal is a Managing
Director of the Company and Mr. Hitesh Limbani is a Company Secretary of the Company.
Hence, the Company has all KMPs as per the provisions of Section 203 of the Companies Act,
2013.
Particulars as per Regulation 36(3) of the Listing Regulations and Secretarial
Standard-2 of the General Meeting are enclosed as an Annexure with the notice of 34th
AGM.
8. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) and Regulation
25 of the Listing Regulations. All the Independent Directors of the Company have
registered their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.
9. FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS:
As per Regulation 25 (7) of the Listing Regulations, Familiarisation Program has been
carried out by the Company for the Independent Directors details of which has been posted
on Company's website http://hsindia.in/wp-content/uploads/2018/05/Familiariziation
Program.pdf.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and analysis as required under Regulation 34 (2) (e) of the
Listing Regulations is annexed as Annexure-1 herewith and forms a part of this
report.
11. CORPORATE GOVERNANCE:
In compliance with Regulation 34 (3) of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Auditors on its compliance is
annexed as Annexure-2, forms an integral part of this report.
12. PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-3.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed as Annexure-4.
13. EXTRACT OF ANNUAL RETURN:
As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of the
Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form
MGT-7 for the financial year 2022-23 is uploaded on the Company's website http://hsindia.in/wp-
content/uploads/2023/08/MGT-7-Website.pdf
14. BOARD MEETINGS:
During the year under review, 5 (Five) Board Meetings were held as per the requirements
of th e Act, Listing Regulation, Secretarial Standards and circulars/notifications issued
thereon. The details of Board Meetings are given in the Corporate Governance Report.
15. COMMITTEE MEETINGS:
Details pertaining to the composition of Audit Committee and Other Committees and all
meetings were held during the year 2022-23, are given in the Corporate Governance Report.
16. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board
of Directors hereby confirms that:
(i) in the preparation of the annual accounts for the financial year ended 31st
March, 2023, the applicable accounting standards have been followed and no material
departures have been made for the same.
(ii) the Directors have selected such accounting policies and applied them consistently
and made judgment s 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 ended on
31st March, 2023 and of the profit of the Company for the year ended on that
date.
(iii) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
(iv) the Directors have prepared the accounts for the financial year ended 31st
March, 2023, on a ‘going concern' basis.
(v) the Directors had laid down internal financial control to be followed by the
Company and that such internal financial controls are adequate and operating effectively.
(vi) the Directors had devised proper system to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
17. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:
Your directors confirm that the Secretarial Standards issued by the Institute of
Company Secretaries of India, have been complied with.
18. REMUNERATION POLICY:
The Company's policy relating to Nomination and Remuneration of Directors, Key
Managerial Personnel and other Employee s as stipulated under Section 178 (4) of the
Companies Act, 2013, has been disclosed in the Corporate Governance report.
19. STATUTORY AUDITORS:
M/s. K. K. Haryani & Co., Chartered Accountants (Firm Reg. No.-121950W), was
appointed as a Statutory Auditors of the Company for a period of 5 years w.e.f. conclusion
of the 32nd AGM of the Company till the conclusion of the 37th AGM
of the Company.
The Auditors in their report have referred to the notes forming part of the accounts.
The said notes are self-explanatory and do not contain any qualification, reservation or
adverse remark or disclaimer. No offence of fraud reported by them under Section 143 (12)
of the Act.
20. INTERNAL AUDITOR:
M/s. J. Bhavsar & Co., Chartered Accountants (Firm Reg. No. 115613W) at Surat, the
Internal Auditors of the Company have conducted periodic audit of all operations of the
Company. The Audit Committee has reviewed the findings of Internal Auditors regularly and
their reports have been well received by the Audit Committee.
21. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had
appointed Mr. Manish R Patel, Company Secretary in Practice at Surat to undertake the
Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit
Report (Form No. MR-3) is annexed herewith as Annexure-5. The report does not
contain any qualifications, reservation or adverse remarks. No offence of fraud reported
by them under Section 143 (12) of the Act.
22. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:
During the year, your Company does not have any Subsidiaries, Joint Ventures or
Associate Companies.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:
Your Company has not given any loans or guarantees covered under the Provisions of
Section 186 of the Companies Act, 2013. The details of the Investment made by the Company
are given in the Note no. 3 to the financial statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
All related party transactions that were entered into during the financial year were at
arm's length basis and were in the ordinary course of business. All related party
transactions were placed before the Audit Committee and the Board for approval. Prior
omnibus approval of the Audit Committee has been obtained for the transactions which are
of a foreseen and in repetitive nature. Policy on transactions with related parties as
approved by the Board is
uploaded on the Company's website http://hsindia.in/wp-content/uploads/2021/05/Policy_of_
Related_Party_Transactions_1.pdf
During the year, your Company were not entered into any material related party
transactions. Accordingly, the disclosure of related party transactions as required under
Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
Suitable disclosure as required under AS-18/Ind-AS-24 has been made in Note no. 34 to
the Financial Statement.
25. LISTING ON STOCK EXCHANGE:
The Company's shares are listed with the BSE Limited and the Company has paid the
necessary listing fees and custody fees for the Financial Year 2022-23 and 2023-24.
26. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments, affecting the financial position
of the Company which occurred between the end of the financial year to which the financial
statements relate and the date of this report.
27. REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE
EARNING AND OUTGO:
In accordance with the requirement of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, your Directors furnish hereunder
the additional information as require d.
A. Conservation of Energy:
Your Company has made all possible efforts to closely monitor power consumption on
daily basis so as to reduce wastage. The Company is also trying to find ways and means to
reduce power consumption and thus reduce the overall energy cost.
Your Company is using PNG (Pipelines Natural Gas) in the Kitchen and other operational
areas. Your Company is also using power savers in electric panels and in Guest Rooms with
LED fittings. Your Company is also using DG set for utilising alternate sources of energy.
During the year, your Company does not have any capital investment on energy conservation
equipment.
B. Technology Absorption:
The project of your Comp any has no technology absorption, hence no particulars are
offered.
C. Total Foreign Exchange Earning and Outgo :
| Particulars |
2022-23 |
2021-22 |
|
(Rs. in Lakh) |
(Rs. in Lakh) |
| Total Foreign Exchange used |
-- |
-- |
| Total Foreign Exchange earned |
49.62 |
1.86 |
28. RISK MANAGEMENT:
Although not mandatory, the Company has constituted a Risk Management Committee as a
measure of good governance. The details of the Committee and its terms of reference are
set out in the Corporate Governance Report.
A Risk Management Policy was framed and approved by the Board. The objective of this
policy is to minimize the adverse impact of various risks attached with the business goals
and objectives and to enhance the value of stakeholders.
The Management has put in place adequate and effective system and man power for the
purposes of risk management.
29. BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and Regulation 17(10) of the Listing
Regulations, the Board has carried out an annual performance evaluation of its own
performance, Committees and the Directors individually. The manner in which the evaluation
has been carried out, detailed below:
The performance evaluation of the Board as a whole, Chairman and Non Independent
Directors was carried out by the Independent Directors. The Independent directors
evaluated the parameters viz., level of engagement, duties, responsibilities, performance,
obligations and governance safeguarding the interest of the Company. The performance
evaluation of Independent directors was carried out by the entire Board.
30. BOARD DIVERSITY POLICY:
A diverse Board enables efficient functioning through differences in perspective and
skill, and also fosters differentiated thought process at the back of varied industrial
and management expertise, gender and knowledge. The Board recognizes the importance of
diverse composition and has adopted a Board Diversity Policy which sets out the approach
to diversity. The Board Diversity Policy is available on our website http://hsindia.in/wp-
content/uploads/2021/05/BoardDiversityPolicy_1.pdf
31. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
well defined in the organisation. The Internal Audit Department monitors and evaluates the
efficacy and adequacy of internal control systems in the Company, its compliance with
operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of Internal Audit function, process owners undertake corrective action
in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions suggested are presented to the Audit Committee of the
Board.
32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted Vigil Mechanism / Whistle Blower Policy in accordance with
Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations to
deal with instances of fraud and mismanagement, if any. The Vigil Mechanism / Whistle
Blower Policy is available on the Company's website http://hsindia.in/wp-
content/uploads/2021/05/VigilMechanism.pdf
33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:
The Company has duly constituted Internal Complaints Committee pursuant to Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During
the year, the Company had not received any complaints and no complaints were pending as on
31st March, 2023.
34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:
During the year, no significant and material order has been passed by the Regulators,
Courts and Tribunals impacting the going concern status and Company's operations in
future.
35. MAINTAINANCE OF COST RECORDS:
Your Company is not required to maintain cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013.
36. CORPORATE SOCIAL RESPONSIBILTY:
Provisions relating to Corporate Social Responsibility under Section 135 of the
Companies Act, 2013 are not applicable to the Company.
37. VALUATION:
During the year, there were no instances of Onetime Settlement with any Banks or
Financial Institutions.
38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY C ODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:
During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).
39. INDUSTRIAL RELATIONS:
During the period under review, the relations with the most valuable human resources of
the Company remained cordial and peaceful. Your Directors wish to place on record their
appreciation for the devoted services rendered by the staff of the Company.
40. ACKNOWLEDGEMENT AND APPRECIATION:
Your Directors would like to express their appreciation for the assistance and
co-operation received from the Financial Institutions, the Bankers, Government
authorities, customers, vendors and shareholders during the year under review. Your
Directors also wish to record their recognition of the customer support and patronage by
the corporate houses in and around Surat.
Your Directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers and staff, which enable the Company to
deliver a good all-round record performance.
For and on behalf of the Board of Directors
| Place: Mumbai |
RAMESH BANSAL |
PUSHPENDRA BANSAL |
| Date :11th August, 2023 |
Managing Director/CFO |
Managing Director |
| Registered Office: Unit No.202, Morya Blue Moon, Off New Link Road, Andheri
West, Mumbai - 400 053, Maharashtra. |
DIN-00086256 |
DIN-00086343 |
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