To,
The Members,
Has Lifestyle Limited
Dear Members,
Your directors are pleased to present the 18th Annual Report
along with the Audited Financial Statements of your Company for the financial year ended
March 31, 2025.
RESULTS OF OUR OPERATIONS:
| Particulars |
2024-2025 |
2023-2024 |
| Income |
|
|
| Net Sales from operations |
1328.78 |
1272.41 |
| Other Operating Income |
128.57 |
277.18 |
| Total Income |
1457.35 |
1549.59 |
| Less: Expenses |
(1328.49) |
(1193.59) |
| Less: Depreciation and amortisation expense |
(23.19) |
(26.18) |
| Total Expenses |
(1351.68) |
(1219.77) |
| Profit before Tax (Loss) |
105.67 |
329.81 |
| Tax Expenses (Including deferred Tax) |
20.10 |
52.10 |
| Profit for the year (Loss) |
85.57 |
277.71 |
| Earnings Per Share [nominal value of shares Rs.10/-
(previous year Rs.10/-)] Basic and Diluted |
1.80 |
5.84 |
BUSINESS PERFORMANCE/STATE OF COMPANY'S AFFAIR:
The Company has profit of Rs. 85.57/- Lakhs during the year as compared
to profit of Rs. 277.71/- Lakhs previous year. The net Sales from operation of Rs.
1328.78/- lakhs during the year as compared to Rs. 1272.41/- lakhs previous year.
Percentage wise there has been increase of 4.43% in net sales from operation as compared
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:
No dividend was declared for the current financial year.
TRANSFER TO RESERVES: -
During the year under review, Company had not transferred any amount to
the General Reserves.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -
As required under Regulation 34 of the (Listing Obligations and
Disclosure Requirements) Regulations, 2015 entered with Stock Exchanges, the Management
Discussion and Analysis Report is enclosed as a part of this report.
DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON "RELATED
PARTY DISCLOSURES": -
As required under Regulation 34 of the (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with Stock Exchanges, the disclosure in
compliance with the accounting standard on "related party disclosures are enclosed as
a part of this report.
HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: -
> 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 shares held 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 measures to comply with the applicable
provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
In accordance with Regulation 15 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provisions from Regulations 17 to 27 are
not applicable to the Company. Consequently, the requirement to annex a separate Corporate
Governance Report does not apply.
Further, your Company is registered with the SEBI Complaints Redress
System (SCORES), which facilitates investors to lodge and monitor the status of their
complaints online, thereby ensuring prompt and effective redressal.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR
TRIBUNAL IMPACTING THE GOING CONCERN AND COMPANY OPERATION IN FUTURE:
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.
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.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence 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.
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
• As per the provisions Section 152 of the Companies Act 2013, Mr.
Hemang Bhatt, retires by rotation at the ensuing Annual General Meeting and being
eligible, seeks re-appointment. The Board recommends his re-appointment.
• Ms. Aarti Pandey, Company Secretary and Chief Financial Officer
of the Company resigned with effect from 6th February, 2025
• Ms. Meenu Bhomia, was appointed as Company Secretary and Chief
Financial Officer of the Company, on 02nd April, 2025 and subsequently resigned with
effect from 18th August, 2025.
• Ms. Priya Jha, appointed as Company Secretary and Chief
Financial Officer of the Company with effect from 25th August 2025.
DIRECTORS' RESPONSIBILITY STATEMENT: -
Pursuant to Section 134(5) of the Companies Act, 2013, the Board, to
the best of their knowledge and based on the information and explanation received from the
management of your company confirm that: -
• In the preparation of the Annual Accounts for the year ended
March 31st, 2025, the applicable Accounting Standards, 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 and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31st,
2025 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 in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting 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 internal financial controls are adequate and are
operating effectively; and
• the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management and the relevant board
committees, including the audit committee, the Board is of the opinion
that the Company's internal financial controls were adequate and effective during
Financial Year 2024-2025.
SECRETARIAL STANDARDS:
The company has complied with the applicable secretarial standards as
issued by the Institute of Company Secretaries of India on Board Meetings and General
Meetings.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:
Under Section 139 of the Companies Act, 2013 and the Rules made
thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum
term permitted under the provisions of Companies Act, 2013. In line with the requirements
of the Companies Act, 2013, M/s Sachin Phadke & Associates Chartered Accountant (Firm
Registration no. 133898W) was appointed as the statutory auditors of the Company, to hold
office for a period of five consecutive years from the conclusion of the 17th
(Seventeen) AGM of the Company held on September 26, 2024, till the conclusion of the 22nd
(Twenty-Second) AGM to be held in 2029. The requirement for the Annual ratification of
auditor's appointment at the AGM has been omitted pursuant to Companies (Amendment) Act,
2017, notified on May 7, 2018.
During the year, the statutory auditors have confirmed that they
satisfy the independence criteria provided under Section 141 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014, and the Code of Ethics issued by
the Institute of Chartered Accountants of India.
The Auditors Report for the financial year 2024-2025 does not contain
any qualification, reservation or adverse remark.
INTERNAL AUDITOR:
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 year 2024-2025.
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, the board has appointed CS Divya Mohta (Practicing Company Secretary) bearing
Membership no. 47040 and Certificate of Practice no. 17217 for the FY 2024-2025. The
Secretarial Audit Report for the year under review is provided as "Annexure-A"
of this report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. The observation of Secretarial Auditor is self-explanatory
in nature and does not require any comments from the Board.
SHARE CAPITAL:
During the year under review, there was no change in the authorised and
paid-up share capital of the Company.
The Authorised share capital of your Company is Rs. 5,00,00,000 Crores
and Paid-up equity share capital of your Company is Rs. 4,75,41,060 crores.
ANNUAL RETURN:
The extract of Annual Return of the Company for the financial year
ended 31st March, 2025 as required, under Section 92 of the Act, is available under the
link https://www.hasiuicebar.com/disclosures-under-regulation-46-of-the-lodr.html
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:
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 B" to the Board's Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Particulars of Loans, Guarantees and Investment have been disclosed
in the notes to the financial statements.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES:
Details of the ratio of the remuneration of each Director to the median
remuneration of the employees and other details as required pursuant to Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended
as "Annexure C".
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).
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the CSR norms are not applicable to the Company hence, the
disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules,
2014 is not required to be made.
COMPOSITION OF THE BOARD:
As on the date of this report, the Company has the following
composition of Board of Director: -
| Name of Director |
Status of Directorship |
Date of Appointment |
Date of Resignation |
| Mr. Hemang Manoj Bhatt (DIN:01353668) |
Managing Director |
04/09/2010 |
- |
| Mrs. Niru Kanodia (DIN: 02651444) |
Non - Executive Director |
04/09/2010 |
- |
| Mr. Ravi indrakumar Gupta (DIN: 03175416) |
Non - Executive Director, Independent Director |
05/07/2024 |
- |
| Mr. Sagar Rajesh Shah (DIN: 10727721) |
Non - Executive Director, Independent Director |
28/08/2024 |
- |
| Mr. Kamlesh Kharade (DIN: 03589665) |
Non - Executive Director, Independent Director |
11/08/2014 |
28/08/2024 |
| Mr. Kapil Agarwal (DIN: 06916751) |
Non - Executive Director, Independent Director |
07/07/2014 |
05/07/2024 |
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD: -
The Board met Twelve (12) times during the financial year, the details
of which are given below. The maximum interval between any two meetings did not exceed 120
days, as prescribed in the Companies Act, 2013.
| Date of Meeting |
No. of Directors attended the Meeting |
| 01st April, 2024 |
4 |
| 14th May, 2024 |
2 |
| 30th May, 2024 |
4 |
| 30th July, 2024 |
2 |
| 08th August, 2024 |
3 |
| 28th August, 2024 |
4 |
| 27th September, 2024 |
2 |
| 14th November, 2024 |
4 |
| 20th December, 2024 |
2 |
| 06th February, 2025 |
2 |
| 06th March, 2025 |
2 |
| 25th March, 2025 |
2 |
COMMITTEES OF THE BOARD:
Currently, the Board has two committees: (a) The Audit Committee (b)
The Nomination and Remuneration Committee. All committees consisted of two Independent
Directors and one Non-Executive Director.
A) Audit Committee
| Name of Directors |
Status |
Category |
| Mr. Ravi Gupta |
Chairman |
Non-Executive, Independent Director |
| Ms. Niru Kanodia |
Member |
Non-Executive Director |
| Mr. Sagar Shah |
Member |
Non-Executive, Independent Director |
B) Nomination and Remuneration Committee
| Name of Directors |
Status |
Category |
| Mr. Sagar Shah |
Chairman |
Non-Executive, Independent Director |
| Ms. Niru Kanodia |
Member |
Non-Executive Director |
| Mr. Ravi Gupta |
Member |
Additional Non-Executive, Independent Director |
MEETINGS OF COMMITTEES: - AUDIT COMMITTEE:
The Committee members met Four (04) times during the financial year,
the details of which are given below.
| Date of the meeting |
No. of Directors attended the meeting |
| 01st April, 2024 |
3 |
| 30th May 2024 |
3 |
| 28th August, 2024 |
3 |
| 14th November, 2024 |
3 |
| 06th February, 2025 |
2 |
NOMINATION AND REMUNERATION COMMITTEE:
The Committee members met Two (02) times during the financial year, the
details of which are given below.
| Date of the meeting |
No. of Directors attended the meeting |
| 01st April, 2024 |
3 |
| 08th August, 2024 |
3 |
INDEPENDENT DIRECTOR MEETING:
The Independent Director met one (01) time during the financial year,
the details of which are given below.
| Date of the meeting |
No. of Directors attended the meeting |
| 14th November, 2024 |
2 |
NOMINATION AND REMUNERATION POLICY (NRC POLICY): -
The Company has in place a Nomination and Remuneration ('NRC Policy')
which provides for process w.r.t. selection, appointment and remuneration of directors,
key managerial personnel and senior management employees including other matters as
provided under Section 178(3) of the Act.
Following are the salient features of the NRC Policy:
• to lay down criteria and terms and conditions with regard to
identifying persons who are qualified to become directors (executive and non-executive
including independent directors), key managerial personnel and persons who may be
appointed in senior management positions;
• to provide framework for remuneration of the directors, key
managerial personnel and senior management personnel in alignment with the Company's
business strategies, values, key priorities and goals;
• to provide for rewards directly linked to the effort,
performance, dedication and achievement of the Company's targets by the employees; and
The Policy is available on the website of the Company
https://www.hasiuicebar.com/disclosures-under-regulation-46-of-the- lodr.html
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company has adopted a whistle blower policy and has established
the necessary vigil mechanism for Directors and employees in confirmation with section 177
of the Companies Act, 2013 to facilitate reporting of the genuine concerns about unethical
or improper activity, without fear of retaliation.
The vigil mechanism of your company provides for adequate safeguards
against victimisation of whistle blowers who avail of the mechanism and also provides for
direct access to the Chairperson of the Audit Committee in exceptional cases.
The Vigil Mechanism Policy has been uploaded on the website of the
Company at https://www.hasiuicebar.com/disclosures-under- regulation-46-of-the-lodr.html
DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE: -
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, your Company
has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal
Complaints Committee (ICC) to consider and resolve the complaints related to sexual
harassment.
The Company did not receive any complaints related to sexual
harassment, and accordingly, no complaints were pending as on 31st March, 2025.
RISK MANAGEMENT POLICY:
Your Board of Directors has not formulated & adopted Risk
Management Policy, as the provisions and guideline of SEBI relating to risk management is
not applicable to the Company.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
OF INDIVIDUAL DIRECTORS: -
In accordance with the provisions of the Companies Act, 2013 and the
applicable provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board conducted its annual performance evaluation, including that
of its committees and individual Directors, through a formal mechanism adopted by the
Board. A structured questionnaire, prepared in line with statutory requirements, was used
to assess various aspects of the Board's and Committees' functioning, composition, and the
performance of individual Directors. The evaluation focused on key areas such as the
contribution to and monitoring of corporate governance practices, fulfilment of Directors'
obligations and fiduciary responsibilities, and active participation in Board and
Committee meetings. The performance evaluation of all Directors was carried out by the
Nomination and Remuneration Committee (NRC). Additionally, the Independent Directors, at
their separate meeting, reviewed the performance of the Board, the Chairman, and the
Non-Executive Directors. The Board expressed satisfaction with the overall evaluation
process.
COST AUDIT:
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company for the FY 2024-2025.
MATERIAL CHANGES AND COMMITMENTS: -
There were no material changes and commitments affecting the financial
position of the company, which have occurred between the end of the financial year of the
company to which this report relates and the date of the report except as otherwise
mentioned in this director report, if any. There had been no changes in the nature of
company's business. To the best of information and assessment there has been no material
changes occurred during the financial year generally in the classes of business in which
the company has an interest except as otherwise mentioned in this director report, if any.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
Your company 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 and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing
in Company securities.
DETAILS OF FRAUD REPORTED BY AUDITORS:
There were no frauds reported by the Statutory Auditors under
provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.
COMPLIANCE OF THE PROVISIONS OF MATERNITY BENEFITS ACT, 1961:
The Company has complied with the applicable provisions of the
Maternity Benefit Act, 1961, including those relating to maternity leave, benefits, and
safeguards for female employees. The Company remains committed to promoting the health,
well-being, and rights of women employees, and ensures strict adherence to all statutory
requirements under the Act.
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND
THEIR STATUS:
During the year under review, there were no application made or
proceedings pending in the name of the Company under Insolvency and Bankruptcy Code 2016.
POLICIES:
We seek to promote and follow the highest level of ethical standards in
all our business transactions guided by our value system. The SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 mandated the formulation of 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 been adopted by the Company are as follows:
| Name of the policy |
Brief description |
Weblink |
| Policy for document retention and archival policy. |
The policy deals with the retention and archival of corporate
records of HAS Lifestyle Limited. |
https://www.hasiuicebar.com/di sclosures-under-regulation-46-
of-the-lodr.html |
| Determination of Materiality for Disclosures of Events or
Information |
This policy applies to disclosures of material events
affecting. This policy is in addition to the Company's corporate policy statement on
investor relations, which deals with the dissemination of unpublished, price-sensitive
information. |
https://www.hasiuicebar.com/di sclosures-under-regulation-46-
of-the-lodr.html |
| Whistle Blower Policy (Policy on vigil mechanism) |
The Company has adopted the whistle blower mechanism for
directors and employees to report concerns about unethical behaviour, actual or suspected
fraud, or violation of the Company's code of conduct and ethics. There has been no change
to the Whistle blower Policy adopted by the Company during fiscal 2016 |
https://www.hasiuicebar.com/di sclosures-under-regulation-46-
of-the-lodr.html |
| Remuneration Policy |
The policy deals with the remuneration of Managerial and Key
Managerial of HAS Lifestyle Limited. |
https://www.hasiuicebar.com/di sclosures-under-regulation-46-
of-the-lodr.html |
ACKNOWLEDGEMENTS: -
Your directors wish to express their profound gratitude for the
exceptional levels of professionalism, unwavering commitment, and dedicated efforts
exhibited by employees across all tiers of the organization. The remarkable dedication
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 shaping our 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
government agencies have played pivotal roles in our operational landscape. Their support,
guidance, and collaborative spirit have significantly contributed to our successes.
Furthermore, our heartfelt thanks extend to the National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for their
partnership, as well as our shareholders whose unwavering trust and confidence 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 to conquer new
horizons and achieve even greater milestones.
|