| Dear Members,
The Directors are pleased to present the 26th Annual Report of your
Company together with the Audited Financial Statements and Auditors'
Report for the year ended 31s1 March, 2015.
FINANCIAL RESULTS: in Lac)
For the year For the year
Particulars ended ended
31-03-2015 31-03-2014
Total Turnover 2132.32 2020.76
Net Operating Profit 674.52 464.42
Less: Interest & Finance Charges 328.18 115.41
Less: Depreciation 217.18 135 42
Net Profit Before Tan 129.16 213.59
Less: Provision for Taxation
Net Current Tax 52.00 67.00
- Deferred Tax 14.60 (24,20)
Net Profit After Tax 62.56 170.79
OPERATIONS:
The total turnover of your Company for the year 2014-15 was increased
to Rs. 2132.32 lac as against Rs. 2020.76 lac of the previous year. Net
profit before tax of the Company was decreased to Rs. 129.16 lac as
against Rs. 213.59 lac of the previous year due to increase in finance
cost and Depreciation.
DIVIDEND:
In order to conserve resources, your Directors have not recommended any
dividend on equity shares of the Company.
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) Rule, 2014 during the year ended 31s1 March, 2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:
The 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 arc given in the notes to the
financial statements.
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, 2015, 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 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 ended 31st March, 2015
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, 2015, 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 arc
adequate and were 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.
MATERIAL CHANGES AND COMMITMENTS:
The Company has not made any material changes and commitments during
the year, which affect the financial position of the Company.
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 required.
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 CFL fittings.
B. Technology Absorption:
The project of your Company has no technology absorption, hence no
particulars are offered.
C. Total Foreign Exchange Earning and Outgo:
Particulars 2014-15 2013-2014
Amount Rs. Amount (Rs.)
Total Foreign Exchange used 1,848,872 17,14,929
Total Foreign Exchange earned 8,869,304 75,19,555
DIRECTORS:
Mr. Ramcsh Bansal was appointed as a Managing Director of the Company
for a further period of 5 years w.e.f. lsl August, 2014.
As per the provisions of Section 149 and other applicable provisions,
if any, of the Companies Act, 2013, Mrs. Sangeeta Bansal was appointed
as a director of the Company w.e.f. 11th September, 2014 and liable to
retire by rotation.
As per the provision of Section 149 and other applicable provisions, if
any, of the Companies Act, 2013, Mr. Nimish Shah was appointed as an
Independent Director of the Company for a period of 5(five) consecutive
years with effect from the date of 25lh Annual General Meeting and
shall not retire by rotation.
Mr. Sanjay Mangal and Mr. Manbir Singh Chhabra had resigned from the
Directorship of the Company with effect from 4lh April, 2014. And Mr.
Bapi Datta had also resigned from the Directorship of the Company with
effect from 30th May, 2015.The Board of Directors places on record its
feeling of appreciation for the valuable contribution made by them
during their tenure.
Mr. Nilkanth Barot was appointed as an Additional Director of the
Company w.e.f 30th May, 2015 and holds office upto the date of this
ensuing Annual General Meeting. As per the provision of Section 149 and
other applicable provisions, if any, of the Companies Act, 2013. Mr.
Nilkanth Barot is proposed to be appointed as an Independent Director
of the Company for a period of 5 (five) consecutive years with effect
from the date of his appointment as an Additional director i.e. 30th
May, 2015 upto the date 29th May, 2020 and shall not retire by
rotation.
Mr. Pushpendra Bansal, Chairman and Joint Managing Director of the
Company liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for reappointment.
Mr. Pushpendra Bansal, whose term of appointment is going to expire on
27th October, 2015, has been reappointed by the Board in their meeting
held on 13th August, 2015 as a Chairman and Joint Managing Director of
the Company for a further period of 5 years w.e.f. 28th October, 2015.
Their particulars are enclosed as an Appendix to the Notice convening
the Twenty Sixth Annual General Meeting.
KEY MANAGERIAL PERSONNEL:
Mr. Ramesh Bansal, Chief Financial Officer of the Company was appointed
as a Key Managerial Personnel during the financial year 2014-15 in
accordance with the Section 203 of the Companies Act, 2013.
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 Clause 49 of the Listing Agreement.
FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS:
As per Clause 49 of the Listing Agreement, Familiarisation Program has
been carried out by the Company for the Independent Directors details
of which has been posted on Company's website ww'w.hsindia.in.
LISTING ON STOCK EXCHNAGE:
The Company's shares are listed with the Bombay Stock Exchange
Limited and the Company has paid the necessary listing fees for the
Financial Year 2015-16.
EXTRACT OF ANNUAL RETURN:
As per Section 134 (3) (a) of the Companies Act, 2013, the extract of
the Annual Return in form MGT-9 is annexed as Annexure I.
BOARD MEETINGS:
During the year under review, 6 (Six) Board Meetings were held and the
intervening gap between the meetings did not exceed the period
prescribed under the Act, the details of which are given in the
Corporate Governance Report.
Besides the above, several Committee Meetings of the Board were held
during the financial year 2014-15, the details of which arc given in
the Corporate Governance Report,
AUDIT COMMITTEE:
Details pertaining to the composition of Audit Committee arc included
in the Corporate Governance Report.
BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and clause 49 of the
listing agreement, 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
are 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.
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. All Related Party Transactions are placed before
the Audit Committee and the Board for approval. Policy on Transactions
with Related Parties as approved by the Board is uploaded on the
Company's website www,hsindia.in.
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2 are annexed as Annexure- II.
REMUNERATION POLICY:
The Company's policy relating to Nomination and Remuneration of
Directors, Key Managerial Personnel and other Employees as stipulated
under Section 178 (4) of the Companies Act, 2013, has been disclosed in
the Corporate Governance report,
VIGIL MECHANISM 1 WHISTLE BLOWER POLICY:
The Company has adopted Vigil Mechanism / Whistle Blower Policy in
accordance with Section 177 (9) of the Companies Act, 2013 and Clause
49 of the Listing Agreement to deal with instances of fraud and
mismanagement, if any. The Vigil Mechanism / Whistle Blower Policy is
uploaded on the Company's website www.hsindia.in.
PARTICULARS OF EMPLOYEES:
Particulars of employees as required Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
not annexed since there arc no employees drawing remuneration of more
than Rs.60,00,000/- per annum during the year under review, if employed
for full year or more than Rs. 5,00,000/- per month, if employed for
part of the year.
RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION
AND OTHER DISCLOSURES:
The table containing the names and other particulars of ratio of
Directors' Remuneration to Median Employees' Remuneration in
accordance with the provisions of Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as
Annexure-III.
STATUTORY AUDITORS:
M/s. PARY & Co., Chartered Accountants (FR. No.-007288C), Statutory
Auditors of the Company, hold office till the conclusion of the ensuing
Aimual General Meeting and are eligible for rc-appointment.The Company
has received letter from them to the effect that their re-appointment,
if made, would be within the prescribed limits under Section 141(3) (g)
of the Companies Act, 2013 and that they are not disqualified for
re-appointment. The report of the Statutory Auditors along with the
notes to Schedules is enclosed to this report and docs not contain any
qualification, reservation or adverse remark or disclaimer.
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 2014-15. The Secretarial Audit Report is annexed
herewith as Annexure IV. The report does not contain any
qualifications, reservation or adverse remarks.
CORPORATE GOVERNANCE:
As required by Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, a separate section on Corporate Governance together
with a certificate from the Company's Auditors confirming compliance
is given in the annexure forming part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report is attached separately to
this report.
RISK MANAGEMENT POLICY:
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 ofrefercnce 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 o minimize the adverse impact of various
risks to business goals and objectives and to enhance the value ot
stakeholders.
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)
ACT, 2013: '
The Company has zero tolerance for sexual harassment at its workplace
and has adopted a Policy on prevention, prohibition and redressal of
sexual harassment at the workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace. During the
year under review, the Company has not received anv complaint on sexual
harassment.
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.
ACKNOWLEDGEMENTS:
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 allround record
performance.
For and on behalf of the Board of Directors
PUSHPENDRA BANSAL
Place: Surat Chairman & Jt. Managing Director
Date : August 13, 2015 DIN-00086343
Registered Office:
A-l, ManishKaveri, Building No. 18,
Manish Nagar, J. P. Road,
Andhcri (West), Mumbai - 400 053,
Maharashtra
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