| Dear Members,
The Directors have pleasure in presenting their Annual Report on the
business and operation of the Company and the accounts for the
Financial Year ended March 31st, 2015.
1. Financial Summary or Highlights/Performance of the Company
(Standalone)
Particulars Financial Year ended
31st March, 2015 31st March, 2014
Total Income 19,48,085 2,67,66,380
Expenditure 42,72,345 3,81,24,217
Profit before Depreciation, (23,24,260) (1,10,16,737)
Finance Charges and Tax
Interest and Finance Charges NIL NIL
Depreciation NIL 3,41,100
Profit before Tax (23,24,260) (1,13,57,837)
Taxes paid and provided 9,27,000 67,01,266
Profit after Tax (32,51,260) (1,80,59,103)
Transferred to Reserves NIL NIL
Proposed Final Dividend NIL NIL
Dividend distribution tax NIL NIL
Balance (credit/debit) to be (32,51,260) (1,80,59,103)
carried to balance sheet.
Operational Performance
* Revenue from operations during the year is Rs.0.19 Cr as compared to
previous year Rs.2.68 Cr.
* The Company has suffered a Loss during the year is Rs.0.32 Cr as
Compared to Last Year's Loss of Rs.1.80 Cr.
Management Discussion & Analysis
The detailed Management Discussion & Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
Dividend
In view of the losses incurred by the Company during the financial year
under review your Directors are unable to recommend any dividend for
F.Y. 2014-2015.
Transfer to Reserves
The Company has not transferred any amount to the Reserves during the
Year under Review.
Brief description of the Company's working during the year/State of
Company's affair
The Company is in the Business of Manufacturing of Notebooks and
Plastic Preform and also engaged in trading of goods. The Company has
during the Year under review earned Income from Sale of Products.
Change in the nature of business, if any
No Changes have occurred in the Nature of the Business during the Year
under Review
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
No Material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the
report.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future
No Significant and Material Orders have been passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future during the Year under Review.
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
Your Company has in place adequate internal financial controls with
reference to financial statements. Your Company has adopted the
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.
Details of Subsidiary/Joint Ventures/Associate Companies and Financial
Performance thereof
The Company has neither any Subsidiary Company nor any Associate
Companies. Further No Company has ceased to be the Subsidiary Company
during the Year under Review. Hence there is nothing to Report in this
Matter.
Deposits
The Company has not accepted any Deposits within the meaning of section
73 of the Companies Act, 2013 and the Rules made there under. Hence,
there is nothing to Report in this Matter. The Company has however
repaid the Unsecured Loans from Inter-Corporate Deposits.
Auditors:
Statutory Auditors
SUNDERJI GOSAR & CO Statutory Auditors of the Company hold office until
the conclusion of the ensuing Annual General Meeting and being eligible
to offer themselves for re-appointment.
M/s SUNDERJI GOSAR & CO,have furnished a certificate, confirming that
if re-appointed, their re-appointment will be in accordance with
Section 139 read with Section 141 of the Act. Pursuant to the
provisions of the Act and the Rules made there under, it is proposed to
appoint M/s SUNDERJI GOSAR & CO; as the statutory auditors of the
Company from the conclusion of the forthcoming AGM till the conclusion
of the next Annual General Meeting, subject to ratification at every
subsequent Annual General Meeting held after this Annual General
Meeting.
Members are requested to consider the re-appointment of M/s SUNDERJI
GOSAR & CO and authorize the Board of Directors to fix their
remuneration.
Secretarial auditors:
Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company had appointed CS. Milind Nirkhe,
Practicing Company Secretary (Proprietor), Practicing under the name &
style M/S Milind Nirkhe & Associates, CP No: 2312 to undertake the
Secretarial Audit of the Company for the year ended 31st March, 2015.
The Secretarial Audit Report is annexed as Annexure. The Secretarial
Audit Report for the financial year ended March 31, 2015 contain
certain qualification, reservation, adverse remark or disclaimer &
which are suitably replied by the Board in their Report.
Cost Auditor:
The Company is engaged in the Manufacturing of Plastic Preform and the
Manufacture of Notebooks. The following falls under table "C" under the
CETA Heading 3901 to 3914, 3916 to 3921;3925. However Since, the
Overall turnover of the Company is neither rupees 100 crores or more
and nor is the Turnover rupees 35 crore from individual products during
the Year thus it was not required to appoint a Cost Auditor during the
Year under Review.
Auditors' Report
Comments made by the Statutory Auditors in the Auditors' Report are
self- explanatory and do not require any further clarification.
Share Capital
The paid up Equity Share Capital as on March 31, 2015 was Rs.
115,500,000/- during the year under review. The Company has not issued
any shares.
Shares with Differential Voting Rights
The Company has not issued shares with differential voting rights
during the year
Issued Employee Stock Options / ESOP
The Company has not issued employee stock options and does not have any
scheme to fund its employees to purchase the shares of the Company
Issue of Sweat Equity
The Company has not issued sweat equity shares during the year
Extract Of Annual Return
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies
(Management and Administration) Rules, 2014, the extract of Annual
Return in form MGT.9 is annexed as Annexure I.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The Information Regarding Conservation of Energy & Technology
Absorption is provided for in Annexure II Foreign Exchange Earnings and
Outgo:
Amount (Rupees)
Total Foreign Exchange Inflow NIL
Total Foreign Exchange outflow NIL
Directors:
A) Changes in Directors and Key Managerial Personnel
Appointments and changes in Designation during the Year under Review.
1) Mr. Kamala Kantilal Haria was appointed as an Additional Director on
31/03/2015 to hold office till the Conclusion of the ensuing Annual
General Meeting of the Company.
2) Mr. Mohith Ramamurthy Suddala was appointed as an Additional
director on 01/10/2014 to hold office till the Conclusion of the
ensuing Annual General Meeting of the Company.
3) Mr.Sunil Mistry ceased to be a Director of the Company on account of
non re-appointment at the Forty Fourth Annual General Meeting of the
Members of the Company w.e.f. 29/09/2014.
B) Declaration by an Independent Director(s) and re- appointment, if
any
The Company has received Declaration from Independent directors
Pursuant to the Provisions of Section 149 sub- section (6) of the
Companies Act, 2013
C) Annual Evaluation Of Board Performance And Performance Of Its
Committee And Of Director :
Pursuant to the provisions of the Companies Act, 2013 the Board had
carried out evaluation of its own performance, performance of the
Directors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and time schedule for the Performance Evaluation
process for the Board, its Committees and Directors. The Board's
functioning was evaluated on various aspects, including inter alia
degree of fulfillment of key responsibilities, Board structure and
composition, establishment and delineation of responsibilities to
various Committees, effectiveness of Board processes, information and
functioning. Directors were evaluated on aspects such as attendance and
contribution at Board/ Committee Meetings and guidance/ support to the
management outside Board/ Committee Meetings. In addition, the Chairman
was also evaluated on key aspects of his role, including setting the
strategic agenda of the Board, encouraging active engagement by all
Board members and motivating and providing guidance to the Managing
Director & CEO. Areas on which the Committees of the Board were
assessed included degree of fulfillment of key responsibilities,
adequacy of Committee composition and effectiveness of meetings. The
performance evaluation of the Independent Directors was carried out by
the entire Board, excluding the Director being evaluated. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Board as a whole. The Nomination and
Remuneration Committee also reviewed the performance of the Board, its
Committees and of the Directors. The Chairman of the Board provided
feedback to the Directors on an individual basis, as appropriate.
Significant highlights, learning and action points with respect to the
evaluation were presented to the Board.
D) Woman Director
In terms of the provisions of Section 149 of the Companies Act, 2013 a
company shall have at least one Woman Director on the Board of the
Company. Your Company has appointed Ms. Kamala Haria as an Additional
Director on the Board w.e.f March 31, 2015, who holds office till the
date of the ensuing Annual General Meeting of the Company.
Number of meetings of the Board of Directors
The Board of Directors of the Company has met 04 times during the Year
under review
Date of the No. of Directors attended
meeting the meeting
30.05.2014 3
30.06.2014 3
23.07.2014 3
14.08.2014 3
Date of the No. of Directors attended
meeting the meeting
14.11.2014 4
14.02.2015 4
31.03.2015 4
Audit Committee :
Audit Committee of the Company as constituted by the Board is headed by
Mr. Nitin Vasudev Oza, Mr. Mohith Ramamurthy Suddala and Mr. Manish
Kantilal Haria as Members. There have not been any instances during the
year when recommendations of the Audit Committee were not accepted by
the Board. All the recommendations made by the Audit Committee were
accepted by the Board.
Details of establishment of vigil mechanism for directors and employees
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee.
Nomination and Remuneration Committee
The Managing Directors of the Company are entitled for payment of
Remuneration as decided by the Board of Directors, based on the
recommendation of the Remuneration Committee. No remuneration is paid
to any Non- Executive Directors during the financial year 1st April,
2014 to 31st March 2015 except sitting fee for attending Board meetings
and committee meetings.
Internal Financial Controls
Your Company has in place adequate internal financial controls with
reference to financial statements. Your Company has adopted the
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.
Corporate Social Responsibility
As a socially responsible Company, your Company has a strong sense of
community responsibility.
The Company however, does not fall within the above Criteria as laid
down by the Act is not required to constitute a CSR Committee. Further
the Company has been suffering a loss for the Last two Years; hence the
Company has not formulated any Policy.
Policy on prevention, prohibition and redressal of sexual harassment at
workplace:
The Company has zero tolerance for sexual harassment at 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.
The Company has less than 10 Employees and hence is not required to
constitute the Internal Complaints Committee.
Particulars of loans, guarantees or investments under section 186
No Loans or Guarantees are given nor are any Investments made by the
Company under Section 186 of the Companies Act, 2013.
Particulars of contracts or arrangements with related parties:
The Particulars of Contracts or arrangements with related Parties is
provided for in Annexure III (AOC-2)
Secretarial Audit Report
A Secretarial Audit Report given by M/s Milind Nirkhe & Associates, a
company secretary in practice shall be annexed with the report.
The Following Qualifications have been observed by the secretarial
Auditor during the Audit Period
Secretarial Auditors Remarks Directors Reply
The Company has not Appointed a As disclosed in the Audited
Company Secretary in pursuance of Annual Accounts of the Company
Section 203 of the Companies Act, for the Financial 2014-2015,
2013 and The Companies (Appointment the Company has managed to
and Remuneration of Managerial earn a Meager Income from its
Personnel) Rules, 2014 during the Operations. All round efforts
Year under Review. are made by the Company to
improve the Financial Position
of the Company in order to
earn Business Income/
opportunities and to enable the
Company to Appoint the Company
Secretary..
The Company does not have any The company belongs to Haria
Existing Website registered and Group, the Company is in the
has thus not Complied with the process of developing its
Requirements which follow with web site.
respect to Disclosures to be made
by the Company on its Registered
Website.
The Company has Not filed Form As reported to us by the
ADT-1: Intimation to the ROC Management of the Company,
regarding Appointment of the the Company is in
Statutory Auditor, M/s Sunderji the process of filing the
Gosar & Co, Chartered Accountants following Forms with ROC/MCA
for the Financial Year 2014-2015.
The Company has Not Form MGT-15: As reported to us by the
A Report on each Annual General Management of the Company, the
Meeting of the Company pursuant Company is in the process of
to the provisions of Section 121(1) filing the following Forms
of the Companies Act, 2013 read with ROC/MCA
with Rule 13(2) of the Companies
(Management and Administration)
Rules, 2014.
The Company has not filed form As reported to us by the
MR-1: Intimation to ROC regarding Management of the Company,
appointment of Mr. Kantilal Haria the Company is in the process
& Manish Haria as Managing Directors of filing the following Forms
& Joint Managing Director with ROC/MCA
respectively of the Company for a
period of 3 Years w.e.f. 08/ 012015,
Pursuant to Section 196 read with
Section 197 and Schedule V of the
Companies Act, 2013 and pursuant
to Rule 3 of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules 2014.
The Company has not filed form Form As reported to us by the
MGT-14:Appointment of Secretarial Management of the Company,
Auditor & Internal Auditor for the the Company is in the process of
Financial Year 2014-2015 as well as filing the following Forms with
for taking on record Quarterly ROC/MCA
Financial Results for the Quarter
ended June 30, 2014 & September, 30,
2014 & approval of Director's
Report as on August 14th, 2014 .
Appointment of Mr Kantilal Haria
as the Managing Director of the
Company, pursuant to Section 196
of the Companies Act, 2013 read with
rule made there under. Special
Resolution passed at the
Annual General Meeting held on
29/09/2014 under Section 180(1)(c)
and 180(1)(a) read with Rules made
there under.
Risk Management
Your Company has adopted a Risk Management Policy/ Plan in accordance
with the provisions of the Companies Act, 2013 and Clause 49 of the
Listing Agreement. It establishes various levels of accountability and
overview within the Company, while vesting identified managers with
responsibility for each significant risk.
The Company has laid down procedures to inform the Audit Committee as
well as the Board of Directors about risk assessment and management
procedures and status.
This risk management process covers risk identification, assessment,
analysis and mitigation. Incorporating sustainability in the process
also helps to align potential exposures with the risk appetite and
highlights risks associated with chosen strategies.
Related Party Transactions
All Related Party Transactions that were entered into during the
financial year were on an arm's length basis, in the ordinary course of
business and were in compliance with the applicable provisions of the
Companies Act, 2013 ('the Act') and the Listing Agreement. There were
no materially significant Related Party Transactions made by the
Company during the year.
All Related Party Transactions are placed before the Audit Committee
for approval. A statement of all Related Party Transactions is placed
before the Audit Committee for its review on a quarterly basis,
specifying the nature, value and terms and conditions of the
transactions.
Criteria for determining qualifications, positive attributes and
independence of a director:
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178 (3) of the Act and
Clause 49 of the Listing Agreement.
Independence: In accordance with the above criteria, a Director will be
considered as an Independent Director' if he/ she meets with the
criteria for 'Independent Director' as laid down in the Companies Act,
2013 and Clause 49 of the Listing Agreement.
Qualifications: A transparent Board nomination process is in place that
encourages diversity of thought, experience, knowledge, perspective,
and gender. It is also ensured that the Board has an appropriate blend
of functional and industry expertise. While recommending the
appointment of a Director, the Nomination and Remuneration Committee
considers the manner in which the function and domain expertise of the
individual will contribute to the overall skill- domain mix of the
Board.
Positive Attributes : In addition to the duties as prescribed under the
Companies Act, 2013 the Directors on the Board of the Company are also
expected to demonstrate high standards of ethical behavior, strong
interpersonal skills and soundness of judgment. Independent Directors
are also expected to abide by the 'Code for Independent Directors' as
outlined in Schedule IV to the Act.
Corporate Governance
Your Company has implemented all the mandatory requirements pursuant to
Clause 49 of the Listing Agreement. A separate report on Corporate
Governance is given as a part of the Annual Report along with the
certificate received from the Practicing Company Secretary, M/s. Milind
Nirkhe & Associates, Company Secretaries, confirming the compliance.
Particulars Of Employees
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed under Rule 5 (2) and (3)
of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules. Hence, no particulars are required to be disclosed in this
Report.
The information required under Section 197 (12) of the Act read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed.
The ratio of remuneration of each Director to the Median Remuneration
of all employees who were on the payroll of the Company and the
percentage increase in remuneration of the Directors during the
financial year 2014-15 are given below:
Directors Ratio to Median Percentage Increase in Remuneration
NIL NIL NIL
Directors' Responsibility Statement
In terms of the provisions of Section 134 (3) (c) and 134 (5) of the
Companies Act, 2013, and to the best of their knowledge and belief and
according to the information and explanations obtained by them and same
as mentioned elsewhere in this Report, the attached Annual Accounts and
the Auditors' Report thereon, your Directors confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(ii) they 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 and of the profit of the
Company for that period;
(iii) they 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;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively;
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
Acknowledgement
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
By Order of the Board of Directors
For Haria Exports Limited
KANTILAL LAKHAMSHI HARIA
Chairman & Managing Director
Date : 14.08.2015
Place: Mumbai
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