Hariyana Ventures Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 45th Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2020.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31, 2020 is summarized below:-

Particulars 2019-20 2018-19
Total Income 2,44,48,832 9,77,34,056
Total Expenses 3,20,60,231 1,02,61,891
Total Revenue 3,28,81,935 10,41,44,748
Profit/(Loss) before Tax 8,21,704 28,82,857
Profit/ (Loss) after tax 9,07,592 2,118,293

Business Performance and Segment Reporting

During the financial year ended 31st March 2020, the Company has recorded total revenue of Rs. 3,28,81,935 and earned net profit of Rs. 9,07,592.

Covid-19 Pandemic:

In the last month FY 2020, the COVID-19 pandemic developed rapidly into a global crisis,forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally.

Possible Scenarios:

COVID-19 will have an impact on many entities business activities. The impact of COVID-19 on the entitys expectations about short- and medium-term performance, the possible effect on asset valuation and an entitys ability to continue as a going concern need to be determined on a case-by-case basis. "Multiple scenarios may exist about the potential impact of COVID-19 on an entity"

Adequacy of Internal Control:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.

Human Resource Development:

The Company recognizes the importance of Human Resource as a key asset instrumental in its growth. The Company believes in acquisition, retention and betterment of talented team players. With the philosophy of inclusive growth, the Company has redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system increased thrust will be on job rotation and multi-skilling.

Manpower:

The company recognizes the importance of human value and ensures that proper encouragement both moral and financial is extended to employees to motivate them.

Segment-Wise Performance:

The Company is into single reportable segment only.

Compliance:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Companys Board of Directors and the Companys Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis.

Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith as ANNEXURE-I and forming part of the report.

Dividend:

The Board of Directors has not recommended any Dividend for the year.

Subsidiary Companies:

The Company does not have any subsidiary Company.

Share Capital:

The Company has not changed its capital structure during 2019-20.

Acceptance of Fixed Deposits:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 73, of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, during the year under review.

Particulars of Contract or Arrangement with Related Party:

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

During the year under review, the transactions entered into by the Company with related parties as defined under the Act and the Listing Regulations, were in the ordinary course of

Business and on arms length basis.

Particulars of contracts or arrangements with related parties as required under Section 134(3)(h) of the Act, in the prescribed Form AOC-2 is given in ANNEXURE-II of this Report.

Disclosure of transactions with related parties as required under the applicable Accounting Standards have been made in the notes forming part of the financial statements.

Loans, Investment and Guarantees by the Company:

Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013, wherever applicable form part of the Notes to the Financial Statements.

Board of Directors:

The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.

1. Appointment and Resignation of Directors:

During the period under review no new Directors have been Appointed on the Board of the Company. Further During the period under review no Directors have resigned from the Company.

The Present Structure of the Board of Directors is as follows:

SR NO CATEGORY/ DESIGNATION NAME OF THE DIRECTOR
I) PROMOTER AND EXECUTIVE DIRECTOR
1 Chairman and Managing Director Harish Gangaram Agarwal
2 Executive Director Dinesh Gangaram Agarwal
II) INDEPENDENT DIRECTOR
1 Independent Director Chandrakant Narayanrao Dahale
2 Independent Director Sameer Kamlakar Deshpande
3 Independent Director Shital Ranjit Misal

* Mr. Krishanu Harish Agarwal has been appointed as Executive Director w.e.f 11th August, 2020.

2. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 Mr. Harish Agrawal (DIN: 00291083) and Mr. Dinesh Agrawal (DIN: 00291086), who retires by rotation and, being eligible, offers them self for re-appointment. If re-appointment, his term would be in accordance with the policy for directors of the Company. Details of Directors who retire by rotation are as below:

Particulars Details
Name of the Director Harish Agrawal
Date of Birth 10/07/1963
Date of initial appointment 01/05/1995
Expertise in specific functional area 25 years
Other Companies in which Directorship is held as on March 31, 2020 3 (Three)
Chairman of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2020 NIL
Members of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2020 1 (One)
Particulars Details
Name of the Director Dinesh Agrawal
Date of Birth 22/03/1966
Date of initial appointment 01/05/1995
Expertise in specific functional area 25 years
Other Companies in which Directorship is held as on 4 (Four)
March 31, 2020
Chairman of Committees formed by Board of Other NIL
Companies on which he is a Director as on March 31,
2020
Members of Committees formed by Board of Other NIL
Companies on which he is a Director as on March 31,
2020

3. Regularization of Directors:

Regularization of Additional Director, Mr. Krsihanu Harish Agarwal by appointing him as Executive Director:

Mr. Krishanu Harish Agarwal (DIN-08777036), who was appointed as an Additional Director with effect from 11th August, 2020 on the Board of Directors of the Company in terms of Section 161 of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as an Executive Director of the Company.

Meetings of the Board of Directors

During FY 2019-20, Seven meetings of the Board of Directors were held on the following dates:

• 24th May, 2019

• 13th July, 2019

• 13th August, 2019

• 8th November, 2019

• 24th December, 2019

• 25th January,2020

• 6thFebruary, 2020

Name of Director Director Identification Category Board Meetings
Number Held Attended
Harish Gangaram Agrawal 00291083 Managing Director 7 7
Dinesh Gangaram Agrawal 00291086 Executive Director 7 7
Chandrakant Dahale 00306606 Independent Director 7 7
Sameer Deshpande 08336141 Independent Director 7 7
Shital Misal 08336132 Independent Director 7 7
Krishanu Harish Agarwal 08777036 Executive Director 0 0

* Mr. Krishanu Harish Agarwal has been appointed as Executive Director w.e.f 11th August, 2020.

The intervening gap between the meetings was within the period prescribed under section 173 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, relevant circulars, notifications, orders and amendments thereof.

Key Managerial Personnel

During the year under review there were no appointment or resignation of Key managerial Personnel. The Present Composition is as below:

SR NO NAME DESIGNATION Date of
Appointment/
Resignation
1 Ritesh Ojha Company Secretary and Compliance Oficer NA
2 Navalkishore H Purohit Chief Financial Officer NA

*Mr. Ritesh Ojha resigned from the post of Company Secretary and Compliance Officer w.e.f 3rd June, 2020.

* Ms. Vidhi Shambwani was appointed as Company Secretary and Compliance Officer w.e.f. 10th June, 2020.

Directors Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees.

Standalone Financial Statement

The audited Standalone financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

Independent Director

A separate meeting of the independent directors ("Annual ID Meeting") was convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the Board covering performance of the Board as a whole, performance of the Non-Independent Directors and performance of the Board Chairman.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under Section 149(7) of the Companies Act, 2013.

Auditors:

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s Lalit Jham & Co, Chartered Accountants, bearing Firm Registration No 114158W, hold office up to the conclusion of the Annual General Meeting of the Company to be held in the year 2024.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed, M/s Jaymin Modi & Co., Practicing Company Secretaries, Mumbai to conduct the Secretarial Audit for the financial year 2020-2021. The Secretarial Audit Report for the year 2020-21 issued by him in the prescribed form MR-3 is attached as Annexure-IV to this Report. The said Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditor.

Internal Auditor

Pursuant to the Provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 the consent of the Board of Directors be and is hereby accorded for the appointment of Mr. Gulshan Jagdish Jham (Membership No 408315), as the Internal Auditor of the Company for the Financial Year 2020-21 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and Internal Auditor.

Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

Directors Responsibility Statement:

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

1.In the preparation of the annual accounts for the financial year ended 31st March, 2020 the applicable accounting standards have been followed along with proper explanation relating to material departures. 2.That the Directors 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 and loss of the Company for the year ended 31st March, 2020. 3.That the Directors have taken sufficient and proper 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 material fraud and other irregularities. 4.That the Directors have prepared the Annual Accounts on a going concern basis. 5.There are no material changes & 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 & the date of the report. 6.There are proper systems which have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 7.That 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.

Annual Evaluation by the Board of its own performance, its Committees and individual Directors:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

Management Discussion and Analysis

The Management Discussion and Analysis as required under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual Report as ANNEXURE-III.

Corporate Governance

The report on Corporate Governance as required by, SEBI (LODR), Regulations, 2015 is attached separately in the Annual Report. All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2019-20.

Corporate Social Responsibility

In view of the Regulation 15(1) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015, the provisions related to Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company and hence the same is not given in the Report. However the Company continues to adheres the best practices prevailing in Corporate Governance and follows the same in its true spirit.

Committees of the Board

The Board Committee plays a crucial role in the governance structure of the Company and has been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committee are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Chairman of the respective Committee informs the Board about the summary of the discussions held in the Committee meetings.

The Board has constituted following Committees of Directors:

• Audit Committee,

• Nomination & Remuneration Committee, and

• Stakeholders Relationship Committee.

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

* Composition:

NAME OF THE CATEGORY OF DIRECTORSHIP REMARKS NUMBER OF MEETINGS
DIRECTORS
Held Attended
Chandrakant 4 4
Narayanrao Dahale Independent Chairman
Director
Sameer Kamlakar Independent Member 4 4
Deshpande Director
Shital Ranjit Misal Independent Member 4 2
Director

* Terms of reference:

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Companys financial reporting process and the disclosure of its financial information

• To ensure that the financial statement is correct, sufficient and credible.

• Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditors independence and performance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the company with related parties

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

• Reviewing with management the Annual financial statements and half yearly and Quarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

* NOMINATION AND REMMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section.

* Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS NUMBER OF MEETINGS
Held Attended
Chandrakant 1 1
Narayanrao Dahale Independent Director
Chairman
Sameer Kamlakar Independent Director Member 1 1
Deshpande
Shital Ranjit Misal Independent Director Member 1 1

* Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are asunder:

• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

*STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.

* Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS NUMBER OF MEETINGS
Held Attended
Chandrakant 4 4
Narayanrao Dahale Independent Chairman
Director
Sameer Kamlakar Independent Member 4 4
Deshpande Director
Shital Ranjit Misal Independent Member 4 2
Director

Code of Conduct

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on Companys website (www.hariyanametals.in).

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Additional information required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and forming part of the Report is reproduced herewith:

(a) Conservation of energy and technology absorption:

As the Company holds investments in the other Companies, there are no particulars regarding conservation of energy and technology absorption, as required under provisions of the Act and rules made thereunder.

(b) Foreign Exchange earnings and outgo:

Total foreign exchange inflow: Nil Total foreign exchange outflow: Nil

Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.

As requirement of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and

Redressal) Act, 2013. Company has already maintained internal policy to prevent womens harassment at work place and covered all employees so they could directly make complaints to the committee, if such situation arises. The management and Committee together with confirm total number of complaints received and resolved during the year is as follows:

a) No. of complaints received: NIL

b) No. of complaints disposed NIL

Compliance of Secretarial Standards

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

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.

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

There are no Material changes and commitments affecting financial position between end of the financial year and the date of the report is given as hereunder.

Details of Significant and Material Orders Passed by the Regulators or Courts or

Tribunals impacting the going concern status and Companys operations.

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

Acknowledgement

The Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

The Company thanks all of the employees for their contribution to the Companys performance. The Company applauds all the employees for their superior levels of competence, dedication and commitment to your Company.

Registered Office:
HARIYANA METALS LIMITED
OLD MOTOR STAND, ITWARI,
NAGPUR 440008.
By order of the Board
For Hariyana Metals Limited
Sd/- Sd/-
Harish Agrawal Dinesh Agrawal
Managing Director Director
DIN- 00291083 DIN-00291086
Place: Nagpur
Date: 03.09.2020