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Hari Govind International Ltd.

BSE: 531971 Sector: Industrials
NSE: N.A. ISIN Code: INE167F01018
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Hari Govind International Ltd. (HARIGOVINDINTL) - Director Report

Company director report

To

The Members

HARI GOVIND INTERNATIONAL LIMITED.

Your Directors have pleasure in presenting the Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2015.

Financial Results:

(Rs. in lakhs)

Particulars 2014-15 2013-14
Total Revenue (Other Income) 3167894 -
Profit / (Loss) before Prior period Exceptional and Extra-Ordinary items.
Prior Period items
Exceptional items
Tax Expenses 658978 -
Profit / (Loss) for the Year 1537614 (156141)

Performance of the Company during the year under review

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

Future Outlook:

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

Dividend:

The Board of Directors does not recommend any Dividend for the year 2014-15 consideringthe finance situation of the company.

Fixed deposits:

During the year under review the Company has not accepted any fixed deposits and thereare 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 Company's Articlesof Association Mrs. Amaridevi Maniyar and Mrs. Sunita Maniyar Directors retire byrotation at this AGM being eligible offer themselves for re-appointment.

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges brief resumeof Mrs. Amaridevi Maniyar and Mrs. Sunita Maniyar have been provided in the noticeconvening the Annual General Meeting.

Board Meeting

Five meetings of the Board of Directors were held during the year. For further detailsplease 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 Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.

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

The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite 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 hadbeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

Nomination & remuneration Committee

The Board constituted a Nomination and Remuneration Committee comprising of Mr. MukeshBhanushali Mr. Mallinath Madeneni and Mrs. Sunita Maniyar. Refer Corporate Governancereport for details.

Corporate Governance:

Eventhough the Company is outside the purview of compulsory compliance requirements ofClause 49 of the listing agreement it has complied with the requirements of the Code ofCorporate Governance as stipulated in clause 49 of the listing agreement with the stockexchanges. A Report on Corporate Governance along with Certification by the ManagingDirector is attached to this Directors' Report.

A Certificate from the Practicing Company Secretary regarding compliance of theconditions of Corporate Governance as stipulated by clause 49 of the listing agreement isattached to this Directors' Report.

Auditors:

The statutory auditors of the Company M/s. Dilip Jambhekar & Co Mumbai retire atthe conclusion of the ensuing Annual General Meeting. The retiring auditors have furnisheda certificate under Sec. 141 of the Companies Act 2013 confirming their eligibility forreappointment. The Auditor Report for the financial year ended March 31 2015 is annexedherewith 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 theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration)Rules 2014 is given below;