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Your Directors have pleasure in presenting the Forty-Nineth-Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2019.
FINANCIAL HIGHLIGHTS (Standalone):
Financial Year ended
|31st March, 2019||31st March, 2018|
|Profit before Depreciation, Finance Charges and Tax||81,15,172||81,83,404|
|Interest and Finance Charges||NIL||NIL|
|Profit before Tax||81,15,172||81,83,404|
|Taxes paid and provided||NIL||NIL|
|Profit after Tax||81,15,172||81,83,404|
|Transferred to Reserves||NIL||NIL|
|Proposed Final Dividend||NIL||NIL|
|Dividend distribution tax||NIL||NIL|
|Balance (credit/debit) to be carried to balance sheet||81,15,172||81,83,404|
Revenue from operations during the year is Rs.0.91 Cr as compared to previous year Rs.2.01 Cr.
The Company has gain a profit during the year is Rs.0.81 Cr as Compared to Last Years Profit of Rs.0.82 Cr
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.
In view of the profit incurred by the Company during the financial year under review your Directors are unable to recommend any dividend for F.Y. 2018-2019.
TRANSFER TO RESERVES:
The Company has not transferred any amount to the Reserves during the Year under Review.
Comments made by the Statutory Auditors Report are Self-Explanatory and do not require any further clarification.
The paid up Equity Share Capital as on March 31, 2019 was Rs. 11,55,00,000/- 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.
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.
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.
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.
REAPPOINTMENT OF DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Kantilal Haria (DIN: 00585400) retires by rotation and being eligible offer himself for re-appointment. Directors recommend his re-appointment.
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 5 times during the financial year under review dated 30th May 2018, 14th August 2018, 1st October 2018, 14th November 2018, and 14th February 2019. A calendar of Meetings is prepared and circulated in advance to your Directors.
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 of the Company as constituted by the Board is headed by Mr. Nitin Vasudev Oza, Mr. Mohith Ramamurthy Suddala upto 30/09/2018 and Mrs. Nehaben Kothari, SUSHILA OZA from 01/10/2018. 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 indepth 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.
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, 2018 to 31st March 2019 except sitting fee for attending Board meetings and committee meetings.
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 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.
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.
LISTING OF SHARES:
Your Companys shares are listed on the BSE Limited. The Company has paid the listing fees for the year 2018-2019.
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. Harshad Mane, Company Secretaries in practice, confirming the compliance.
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.
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.
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 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 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 2018-19.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
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.
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.
KANAK RATHOD & 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 KANAK RATHOD & CO, have furnished a certificate, confirming that if re-appointed, their reappointment 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 KANAK RATHOD & CO; as the statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 51st Annual General Meeting to be held in 2021, 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 KANAK RATHOD & CO and authorize the Board of Directors to fix their remuneration.
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 Harshad Mane, Practicing Company Secretary (Proprietor), Practicing under the name & style M/S Harshad Mane & Associates, CP No: 9537 to undertake the Secretarial Audit of the Company for the year ended 31st March, 2019. The Secretarial Audit Report is annexed as Annexure. The Secretarial Audit Report for the Financial Year ended March 31, 2019 contain certain qualification, reservation, adverse remark or disclaimer & which are suitably replied by the Board in their Report.
The Company is engaged in the business of trading of Engineering of Goods. 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.
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.
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.
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.
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.
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|
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 2018-19 are given below:
|Directors||Ratio to Median||Percentage Increase in Remuneration|
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.
Comments made by the Statutory Auditors in the Auditors Report are self- explanatory and do not require any further clarification.
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.
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 EXPORT LIMITED|
|KANTILAL LAKHAMSHI HARIA|
|Place : MUMBAI||CHAIRMAN|
|Date : 30.05.2019||DIN No. 00585400|