Directors Report of Has Lifestyle Ltd.

Mar 31, 2015

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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Mar 31, 2014

The Directors have pleasure in presenting the 8th Annual Report and Audited Statement of Accounts for the year ended 31st March, 2014.

1. OPERATIONS;

The operations of the Company during the period resulted in profit. The outlook is promising. Due to inadequacy of profits and requirements to deploy funds for its various expansion programs, the Directors express their inability to declare any dividends.

2. FINANCIAL RESULTS: (Rs. in lakhs) (Rs. in lakhs) Particulars Year ended on 31st Year ended on 31st March 2014 March 2013

Income 144.03 112.45

Expenditure 135.91 104.87

Depreciation and 5.60 3.93 amortization expense

Profit /loss before., 2.52 3.65 taxation

Less: Provisions for 0 taxation and tax for (0.15) earlier years

Net Profit / (Loss) after 2.67 3.65 Taxation

3. DIVIDEND:

The Directors of the Company have decided to conserve the resources and no dividend is being recommended.

5. DIRECTORfS) LIABLE TO RETIRE BY ROTATION:

In accordance with the provision of Section 152(6) of the Companies Act, 2013 and, the Articles of Association of the Company, Ms. Niru Kanodia, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers, herself for reappointment. Your Board recommends her re-appointment.

6. INDEPENDENT DIRECTOR:

In accordance with the provision of Section 149(6) and other applicable provisions, if any, of the Companies Act, 2013, your Directors have accorded the consent from the members of the company at the Extra Ordinary General meeting held on 07-07-2014 and 11-08-2014 respectively and appointed the following members as an Independent Director of the Company:

Sr. Name of Director Designation Date of No, appointment

1. Mr. Kapil Agarwal Independent Director 07.07.2014 (DIN: 06916751)

2. Mr. Kamlesh Kharade Independent Director 11.08.2014 (DIN : 03589665)

7. COMPANY SECRETARY:

In accordance with the provision of Section 3 83A and other applicable provisions, if any, of the Companies Act, 1956, your Directors have appointed Ms. Poonam Yadav bearing ICSI (Institute of Company Secretaries of India) Membership No.34772, as Company Secretary of the Company at the Board meeting held on 14-02-2014:

8. AUDITORS:

M/s. S.V. Niphadkar 85 Associates, Chartered Accountants (bearing Firm Registration no. 129430W) retiring as the Statutory Auditors of the Company at the ensuing Annual General Meeting, and being eligible offers themselves for their re-appointment up to the conclusion of next Annual General Meeting in accordance with the provisions of Section 139 85 141 of the Companies Act, 2013.

9. REVISION IN AUTHORISED SHARE CAPITAL:

At the General meeting held on 25th January, 2014, your Company has raised its Authorized Share Capital from Rs. 60,00,000/- (Rupees Sixty Lacs Only) divided into 6,00,000 (Six Lacs) Equity Shares of Rs.10/- each to Rs. 5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs.10/- each by creation of additional 44,00,000 (Forty Four Lacs) Equity Shares of Rs.10/- each ranking pari passu with the existing Equity shares.

10. REVISION IN PAID UP SHARE CAPITAL:

During the year under review, your Directors have raised the Paid up Share Capital of the Company in accordance with the provisions of Companies Act, 1956 in the following manner:

(i) At the Board meeting held on 4th November, 2013, your Company

has raised its Paid up Share Capital by way of allotment of 06 no. of Equity shares at Nominal value of Rs. 10/- each.

(ii) At the Board meeting held on 10th March, 2014 , your Company has raised its Paid up Share Capital by way of allotment of 22,45,000 no. of Equity shares at Nominal value of Rs.10/- each.

(iii) At the Board meeting held on 27th March, 2014 , your Company has raised its Paid up Share Capital by way of allotment of 350,000 no. of Equity shares at Nominal value of Rs. 10/- each.

Since 01st April, 2014, the Companies Act, 2013, and the rules made thereunder have been made effective; your Directors have raised the Paid up Share Capital of the Company in accordance with the provisions of Companies Act, 2013 in the following manner:

(i) Your Directors have accorded consent of the members of the

Company at the Extra Ordinary General meeting held on 04th April, 2014, for raising its Paid up Share Capital by way of allotment of 10,64000 no. of Equity shares at Nominal value of Rs.10/- each.

(ii) Your Directors have accorded consent of the members of the Company at the Extra Ordinary General meeting held on 11th August, 2014, for raising its Paid up Share Capital by way of allotment of 500,000 no. of Equity shares at Nominal value of Rs. 10/-each.

11. CHANGE OF STATUS OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

Consequent to the application filed for conversion of the Company from Private Limited to Public Limited with the Registrar of Companies, Mumbai dated, 26th May, 2014, your Company has changed its name from "Has Lifestyle Private Limited" to "Has Lifestyle Limited", with effect from 13th June, 2014.

12. DEPOSITS:

Your Company has not accepted any Deposits during the year under Section 58A of the Companies Act, 1956 and Section 73 of the Companies Act, 2013 respectively.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors state that:

a) That in the preparation of Annual Accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed alongwith proper explanations relating to material departures.

b) That 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 and of the profit of the Company for the year ended 31st March, 2014.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and preventing and detecting fraud and other irregularities

d) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

14. PARTICULARS OF EMPLOYEES;

There are no particulars to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) rules, 1975.

15. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

In terms of Section 217(1) of the Companies Act, 1956 (as amended) and the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988, your directors furnish herewith the additional information as required:

A. Conservation of Energy . NIL

B. Research 85 Development NIL

C. Technology Absorption NIL

D. Foreign Exchange Earnings and outgo NIL

16. ACKNOWLEDGEMENT

The Directors place on record their appreciation for the support and services rendered by the shareholders, employees, bankers and the associates of the company.

For and on behalf of the Board

For HAS LIFESTYPFE LIMITED



NIRU KANODIA HEMANG BHATT

Director Managing Director

Place: Mumbai

Date 25th August, 2014