Hari Govind International Ltd Directors Report.

To

The Members

HARI GOVIND INTERNATIONAL LIMITED,

Your Directors have pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2020.

Financial Results:

(Amount in Rs.)

Particulars 2019-20 2018-19
Total Revenue (Including Other Income) Nil Nil
Total Expenses 5,46,999 9,11,129
Profit / (Loss) before Prior period, Exceptional and Extra-Ordinary items. (5,46,999) (9,11,129)
Prior Period items - -
Exceptional items - -
Tax Expenses - -
Profit / (Loss) for the Year (5,46,999) (9,11,129)

Performance of the Company during the year under review:

During the year under review company did not carried on business. The Directors of the Company have been exploring various diversified areas and exploring new business areas to take up the company into new heights.

Future Outlook:

Overall performance of the textile industry is dull and the company is diversifying itself into other business areas and to explore international markets.

Dividend:

The Board of Directors does not recommend any Dividend for the year 2019-20 considering the financial situation of the company.

Fixed deposits:

During the year under review, the Company has not accepted any fixed deposits and there are no fixed deposits, which are pending repayment.

Subsidiary Companies:

Your Company does not have any subsidiary company during the year under review.

Directors:

In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Mrs. Amridevi Harikisan Maniyar, Director of the company retires by y rotation at this AGM being eligible, offer herself for re-appointment.

Ms. Toral Shah has been appointed as the Company Secretary and Compliance officer of the Company w.e.f. 31/05/2019.

Ms. Namrata J Maniyar has been appointed as the CFO of the Company w.e.f. 31/05/2019.

Mr. Mayur Bhanushali, has been appointed as an Additional Independent Director of the company since 01/01/2020.

The Company is in the process of appointing second Independent Director on the Board.

Board Meetings:

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

Directors Responsibility statement:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) shall state that—

(a) In the preparation of the annual accounts, 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 had 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.

Audit Committees, Nomination & Remuneration, CSR and Stakeholders Relationship Committee:

There are 4 committees formed in the Company namely, (i) Audit Committee (ii) Nomination & Remuneration Committee (iii) Stakeholders Relationship Committee (iv) Corporate Social Responsibility Committee

The Board re-constituted the committees and presently all the committees comprise of Mr. Jugalkishore Harikishan Maniyar, Mrs. Amridevi Harikisan Maniyar & Mr. Mayur Bhailal Bhanushali as the committee members. Refer Corporate Governance report for details

Corporate Governance:

Even though the Company is outside the purview of compulsory compliance requirements of Clause 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it has complied with the requirements of the Code of Corporate Governance as stipulated in clause 27 of the SEBI (LODR) Regulations, 2015 with the stock exchanges. A Report on Corporate Governance along with Certification by the Managing Director is attached to this Directors Report.

Auditors:

In the previous Annual General Meeting as on 30th September, 2019, M/s. C V Paturkar & Co, Chartered Accountants have been appointed to act as the Statutory Auditors of the Company for a term of 5 financial years, i.e. from Financial Year 2019-20 to Financial Year 2023-24. The Auditor Report for the financial year ended March 31, 2020 is annexed herewith and is part of the Annual Report.

Extract of Annual Return:

An Extract of Annual Return of the Company Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is given below;