DIRECTORS' REPORT Dear Shareholders, 1. The Directors have pleasure in presenting their 40th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015. 2. REVIEW OF OPERATION: The Company has incurred a loss of Rs. 7,18,788/- during the financial year. Your Director have reduced losses in current year and expects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years. 3. DIVIDEND: Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review. 4. DEPOSITS: The 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. 5. PARTICULARS OF EMPLOYEES: Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your company has no such employees. 6. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS Qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports, are elaborated and annexed elsewhere in this Annual Report. 7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company has not given any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013. 8. NUMBER OF MEETINGS: The Board has met seven times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. 9. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 10. DIRECTORS: Mr. Dinesh Agrawal who retire by rotation being eligible offers himself for re-appointment at the ensuing Annual General meeting. Mr. Harish Agrawal is being designated as Managing Director of the Company upon the approval of the members of the Company at the ensuing Annual General Meeting for a term of 5 year w.e.f 01/08/2015 to 01/07/2020. The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchanges. None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors' Report. 11. SUBSIDIARIES: Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable. 12. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed: a) that in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures. b) that the directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review. c) that the Directors had 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, and, d) The Directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis. 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) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The Company has not entered into any or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 including Rules made there under and therefore Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is not appended herewith. 14. AUDITORS & AUDITORS REPORT The Board recommends M/s. Sajjad Rasul & Co Chartered Accountants, as statutory auditors of the Company for the year 2015-16, who have also confirmed their appointment shall be within the limits specified under Section 141 of the Companies Act, 2013. Necessary Resolutions for their appointment has been proposed in the Notice of Annual General Meeting for their for the consideration of the Members of the Company. 15. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988: Information in accordance with the provisions of Section 134 (3) (m) of the Act read with the Rule 8 of the Companies (Account) Rules, 2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company. 16. SECRETARIAL AUDIT REPORT: As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed Mr. Mandar Palav, Company Secretary as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure to the Board's Report. This report does not contain any qualifications, reservations or adverse remarks. The Board has appointed Mr. Mandar Palav, Company Secretary as Secretarial Auditor of the Company for the financial Year 2014-15. 17. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure to the Board Report. ANNEXURE B 18. IMPLEMENTATION OF RISK MANAGEMENT POLICY: The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations. Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company. 19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company has not given any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013. 20. WHISTLE BLOWER POLICY AND VIGIL MECHANISM: Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct. 21. STOCK EXCHANGES: The Company's shares are listed on the following Stock Exchanges: The Bombay Stock Exchange Limited. Calcutta Stock Exchange Limited. 22. ACKNOWLEDGEMENTS: Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support By Order of the Board For HARIYANA METALS LIMITED Sd/- Harish Agrawal Chairman DIN:00291083 Registered Office: Old Motor Stand,Itwari, Nagpur, Maharashtra. CIN: L99999MH1975PLC018080 Date: 25/08/2015 Place: Nagpur |