Dear Members,
Your Directors have pleasure in presenting the Twelfth Annual Report of the Company
together with the Audited Statement of Accounts for the Financial Year ended March 31,
2023.
1. FINANCIAL HIGHLIGHTS (Standalone):
| Particulars |
Financial Year ended |
|
31st March, 2023 |
31st March, 2022 |
| Total Income |
2,33,15,252.00 |
4,51,74,638.00 |
| Expenditure |
81,85,612.00 |
2,88,71,913.00 |
| Profit before Depreciation, Finance Charges and Tax |
1,51,29,640.00 |
1,63,02,725.00 |
| Interest and Finance Charges |
17,86,784.00 |
21,15,808.00 |
| Depreciation |
15,28,394.00 |
33,18,863.00 |
| Profit before Tax |
1,18,14,461.00 |
1,08,68,054.00 |
| Taxes paid and provided |
75,549.00 |
68,35,967.00 |
| Profit after Tax |
1,17,38,912.00 |
40,32,087.00 |
| Transferred to Reserves |
0.00 |
0.00 |
| Proposed Final Dividend |
0.00 |
0.00 |
| Dividend distribution tax |
0.00 |
0.00 |
| Balance (credit/debit) to be carried to balance sheet |
1,17,38,912.00 |
40,32,087.00 |
2. OPERATIONAL PERFORMANCE :-
• Revenue from operations during the year was Rs.Nil however the other income was
Rs.2,33,15,252.00 as compared to previous year revenue from operations Rs.1,00,65,032.00
and other income Rs.3,51,09,606.00
• The Company has made profit during the year is Rs.1.17 Crores as Compared to
Last Years profit of Rs.40.32 Lacs.
3. MANAGEMENT DISCUSSION & ANALYSIS:
The detailed Management Discussion & Analysis Report for the year under review, as
stipulated under Listing Regulations is presented in a separate section forming part of
the Annual Report.
4. DIVIDEND:
Due to the inadequate profits incurred by the Company during the financial year under
review your directors are unable to recommend any dividend for F.Y. 2022-2023.
5. TRANSFER TO RESERVES:
The Company has not transferred any amount to the Reserves during the Year under
Review.
6. AUDITORS REPORT
Comments made by the Statutory Auditors Report are Self-Explanatory and do not require
any further clarification.
7. SHARE CAPITAL:
The paid up Equity Share Capital as on March 31, 2023 was Rs.15,28,98,000/-. During the
year under review, the Company has not issued any shares. The Company has not issued
shares with differential voting rights. It has neither issued employee stock options nor
sweat equity shares and does not have any scheme to fund its employees to purchase the
shares of the Company.
8. RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the financial year were on
an arms 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 Securities And
Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations,
2015. 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.
9. RISKMANAGEMENT:
Your Company has adopted a Risk Management Policy/ Plan in accordance with the
provisions of the Companies Act, 2013 and Listing Regulations. 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.
10. DIRECTORS:
Your Companys Board comprises of 5 Directors with considerable experience in their
respective fields. Of these 2 are Executive Directors and 3 Non-Executive (Independent)
Directors. The Chairman of the Board is an Executive Director. There has been change in
composition of Directors during the year. Mrs.Sushila Kirti Oza (DIN: 07543569),
Independent Director has resigned from the post of Independent Director.
• REAPPOINTMENT OF DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the Companys Articles
of Association, Mr. Utsav Maru (DIN: 07752233), retire by rotation and being eligible
offer themselves for re-appointment. Directors recommend their re-appointment.
• Mr. Mahesh Premchand Gosrani (DIN : 09355806), who meets the criteria for
independence under Section 149(6) of the Act and the Rules made thereunder and Regulation
16(1)(b) of the LODR Regulations is proposed to be appointed as an Independent Director
for the period of 5 years commencing from 1st September, 2023 till 31st August, 2028.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of Independence as prescribed both under
sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of the
Listing Regulations.
In the opinion of the Board, they fulfill the conditions of independence as specified
in the Act and the Rules made there under and are independent of the management.
• BOARD AND COMMITTEE MEETINGS:
Your Companys Board of Directors met 12 times during the financial year under review
as per below mentioned dates. Agenda of the meetings were prepared and circulated in
advance to your directors.
| Sr.No. |
Date of Board Meeting |
Sr.No. |
Date of Board Meeting |
| 1 |
10-04-2022 |
7 |
12-10-2022 |
| 2 |
30-05-2022 |
8 |
14-11-2022 |
| 3 |
10-06-2022 |
9 |
12-12-2022 |
| 4 |
11-07-2022 |
10 |
12-01-2023 |
| 5 |
12-08-2022 |
11 |
14-02-2023 |
| 6 |
14-09-2022 |
12 |
15-03-2023 |
Details of the composition of the Board and its Committees and of the Meetings held and
attendance of the Directors at such Meetings, are provided in the Corporate Governance
Report. The intervening gap between the Meetings was within the period prescribed under
the Act and the Listing Regulations.
• AUDIT COMMITTEE
Audit Committee of the Company as constituted by the Board is headed by Mr. Nitin
Vasudev Oza, Mrs. Sushila Oza and Mrs. Nehaben Kothari 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.
• PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS:
The Nomination and Remuneration Committee is responsible for developing competency
requirements for the Board based on the industry and strategy of the Company. Board
composition analysis reflects in-depth understanding of the Company, including its
strategies, environment, operations, and financial condition and compliance requirements.
The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board
on a periodic basis, including each time a directors appointment or re-appointment is
required. The Committee is also responsible for reviewing and vetting the resume of
potential candidates vis-a-vis the required competencies and meeting potential candidates,
prior to making recommendations of their nomination to the Board. At the time of
appointment, specific requirements for the position, including expert knowledge expected,
is communicated to the appointee.
• NOMINATIONAND REMUNERATION COMMITTEE
Nomination and Remuneration Committee of the Company as constituted by the Board is
headed by Mr. Nitin Vasudev Oza, Mrs. Sushila Oza and Mrs. Nehaben Kothari as Members. 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,
2022 to 31st March 2023.
• CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVEATTRIBUTES AND INDEPENDENCE
OFA 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 Regulation 19 read with Part D of Schedule II of the
Listing Regulations.
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 Regulation 16 (1)
(b) of the Listing Regulations.
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.
• ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND
OF DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 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 Boards functioning was evaluated on various aspects, including inter alia
structure of the Board, including qualifications, experience and competency of Directors,
diversity in Board and process of appointment; Meetings of the Board, including regularity
and frequency, agenda, discussion and dissemination of information; functions of the
Board, including strategy and performance evaluation, corporate culture and values,
governance and compliance, evaluation of risks, grievance Redressal for investors,
stakeholder value and responsibility, conflict of interest, review of Board evaluation and
facilitating Independent Directors to perform their role effectively; evaluation of
managements performance and feedback, independence of management from the Board, access
of Board and management to each other, succession plan and professional development;
degree of fulfillment of key responsibilities, establishment and delineation of
responsibilities to Committees, effectiveness of Board processes, information and
functioning and quality of relationship between the Board and management.
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.
• REMUNERATION POLICY:
Your Company has adopted a Remuneration Policy for the Directors, Key Managerial
Personnel and Senior Management, pursuant to the provisions of the Act and Listing
Regulations.
The philosophy for remuneration of Directors, Key Managerial Personnel of the Company
is based on the commitment of fostering a culture of leadership with trust. The
Remuneration Policy of the Company is aligned to this philosophy.
The Nomination and Remuneration Committee has considered the following factors while
formulating the Policy:
(i) The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company and its goals. Details of
the Remuneration Policy are given in the Corporate Governance Report.
• STAKEHOLDERS RELATIONSHIP COMMITTEE
Stakeholders Relationship Committee of the Company as constituted by the Board is
headed by Mr. Nitin Vasudev Oza, Mr. Kantilal Haria and Mrs. Nehaben Kothari as Members.
There have not been any instances during the year when recommendations of the Stakeholders
Relationship Committee were not accepted by the Board. All the recommendations made by the
Stakeholders Relationship Committee were accepted by the Board.
11. LISTING OF SHARES:
Your Companys shares are listed on the BSE Limited. The Company has paid the listing
fees for the year 2022-2023.
12. CORPORATE GOVERNANCE:
Your Company has implemented all the mandatory requirements pursuant to Listing
Regulations. 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.Shilpa Ray & Associates, Company Secretaries in practice, confirming the
compliance.
13. PUBLIC 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.
14. 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 Companys
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. In order to comply with section 138 of the Companies
Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 the Company has
appointed internal auditor in the 2022-2023.
15. 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 Criteria as laid down under
section 135 of the Companies Act, 2013 and therefore is not required to constitute a CSR
Committee. Further the Company has not crossed the threshold limit of the minimum profits
prescribed under section 135 of the Act hence the Company has not formulated any Policy.
16. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENTAT 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 Policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. The Company has also
constituted an Internal Complaints Committee, to inquire into complaints of sexual
harassment and recommend appropriate action.
The Company has not received any complaint of sexual harassment during the financial
year 2022-23.
17. VIGIL MECHANISM/WHISTLE BLOWERPOLICY:
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Companys 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.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations.
19. AUDITORS :
• STATUTORYAUDITORS:
M/s.Rakchamps & Co. LLP, Chartered Accountants., have furnished eligibility
certificate to continue the Statutory Audit for the period 2023-2024. M/s.Rakchamps
& Co. LLP., Chartered Accountants were appointed as the statutory auditors of the
Company from the conclusion of the 10th AGM held in 2021 till the conclusion of the 15th
Annual General Meeting to be held in 2026, not being subject to the ratification at every
subsequent Annual General Meeting held after this Annual General Meeting.
Members are requested to note the continuation of M/s.Rakchamps & Co. LLP.,
Chartered Accountants.
• SECRETARIALAUDITORS:
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 Shilpa Ray, Practicing Company Secretary, Practicing under the name &
style M/S Shilpa Ray & Associates, CP No: 5311 to undertake the Secretarial Audit of
the Company for the year ended 31st March, 2023. The Secretarial Audit Report is annexed
to this report. The Secretarial Audit Report for the Financial Year ended March 31, 2023
contain certain qualification, reservation, adverse remark or disclaimer & which are
suitably replied by the Board in their Report.
• COSTAUDITOR:
The Company is engaged in the business of trading of Textile fabrics. The following
falls under table "C" under the CETA Heading 7323. However Since, the Overall
turnover of the Company is neither rupees 100 crores nor 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.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Company has given loans to sister companies during the year.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
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.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No Significant and Material Orders have been passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future during the
Year under Review.
23. 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.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 |
25. PARTICULARS OF EMPLOYEES:
During the financial year under review, none of the Companys 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 2020-21 are given below:
| Directors |
Ratio to Median |
Percentage Increase in Remuneration |
| NIL |
NIL |
NIL |
26. ANNUAL RETURN:
A copy of the annual return as provided under sub-section (3) of section 92 of the
Companies Act, 2013 (‘the Act), in the prescribed form, is hosted on the Companys
website and can be accessed at www.hariaapparels.com .
27. AUDITORS REPORT:
Comments made by the Statutory Auditors in the Auditors Report are self- explanatory
and do not require any further clarification.
28. 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:
A. in the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures;
B. 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;
C. 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;
D. they have prepared the annual accounts on a going concern basis;
E. 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;
F. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
29. 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 Apparels Limited |
| Date : 14th August, 2023 |
KANTILAL LAKHAMSHI HARIA |
| Place : Mumbai |
CHAIRMAN |
|
DIN No. 00585400 |
+91-9892691696
