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Haria Exports Ltd.

BSE: 512604 Sector: Industrials
NSE: HARIAEXPO ISIN Code: INE772B01014
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OPEN 2.31
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VOLUME 9
52-Week high 11.20
52-Week low 2.31
P/E
Mkt Cap.(Rs cr) 3
Buy Price 2.36
Buy Qty 400.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.31
CLOSE 2.31
VOLUME 9
52-Week high 11.20
52-Week low 2.31
P/E
Mkt Cap.(Rs cr) 3
Buy Price 2.36
Buy Qty 400.00
Sell Price 0.00
Sell Qty 0.00

Haria Exports Ltd. (HARIAEXPO) - Director Report

Company director report

TO

THE MEMBERS

M/S. HARIA EXPORTS LIMITED MUMBAI.

Your Directors have pleasure in presenting their Annual Report on the business andoperation of the Company and the accounts for the Financial Year ended March 31 st 2016.

1. Financial Summary or Highiights/Performance of the Company (Standalone)

Particulars

Financial Year ended

31st March 2016 31st March 2015
Total Income 1309145 1948085
Expenditure 2344751 4272345
Profit before Depreciation Finance Charges and Tax (1035606) (2324260)
Interest and Finance Charges NIL NIL
Depreciation NIL NIL
Profit before Tax (1035606) (2324260)
Taxes paid and provided NIL 927000
Profit after Tax (1035606) (3251260)
Transferred to Reserves NIL NIL
Proposed Final Dividend NTL NIL
Dividend distribution tax NIL NIL
Balance (credit/debit) to be carried to balance sheet (1035606) (3251260)

Operational Performance

• Revenue from operations during the year is Rs.0.13 Cr as compared to previousyear Rs.0.19 Cr.

• The Company has suffered a Loss during the year is Rs.0.10 Cr as Compared toLast Year's Loss of Rs.0.32 Cr. Management Discussion & Analysis

The detailed Management Discussion & Analysis Report for the year under review asstipulated under Listing Regulations is presented in a separate section forming part ofthe Annual Report.

Dividend

In view of the losses incurred by the Company during the financial year under reviewyour Directors are unable to recommend any dividend for F.Y. 2015-2016.

Transfer to Reserves

The Company has not transferred any amount to the Reserves during the Year underReview.

Brief description of the Company's working during the vear/State of Company's affair

The Company is in the Business of Manufacturing of Notebooks and Plastic Preform andalso engaged in trading of goods. The Company has during the Year under review earnedIncome from Sale of Products.

Change in the nature of business if any

No Changes have occurred in the Nature of the Business during the Year under Review

Material changes and commitments if anv. affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No Material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.

Details of significant and material orders passed bv the regulators or courts ortribunals impacting the going concern status and company's operations in future

No Significant and Material Orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future during theYear under Review.

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

Your Company has in place adequate internal financial controls with reference tofinancial statements. Your Company has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial disclosures.

Details of Subsidiarv/Joint Ventures/Associate Companies and Financial Performancethereof

The Company has neither any Subsidiary Company nor any Associate Companies. Further NoCompany has ceased to be the Subsidiary Company during the Year under Review. Hence thereis nothing to Report in this Matter.

Deposits

The Company has not accepted any Deposits within the meaning of section 73 of theCompanies Act 2013 and the Rules made there under. Hence there is nothing to Report inthis Matter. The Company has however repaid the Unsecured Loans from Inter-CorporateDeposits.

Auditors:

Statutory Auditors

M/s. SUNDERJI GOS AR & CO. the retiring Statutory Auditors of the Company videtheir letter dated 23rd May 2016 express their inability to seek re-election as StatutoryAuditors of the Company for the Financial Year 2016-2017.

In response to the said letter the Board of Directors of your Company had a discussionwith M/s. KANAK RATHOD & CO. Chartered Accountants Mumbai to be appointed asStatutory Auditors for the Financial Year 2016 -2017 till the conclusion of theforthcoming AGM till the conclusion of the 10 (Tenth) Annual General Meeting subject toratification at every subsequent Annual General Meeting held after this Annual GeneralMeeting.

Members are requested to consider the appointment of M/s. KANAK RATHOD & CO. andauthorize the Board of Directors to fix their remuneration.

Secretarial auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed CS. MilindNirkhe Practicing Company Secretary (Proprietor) Practicingunder the name & style M/S MilindNirkhe & Associates CP No: 2312 to undertake theSecretarial Audit of the Company for the year ended 31st March 2016. The SecretarialAudit Report is annexed as Annexure. The Secretarial Audit Report for the financial yearended March 31 2016 contain certain qualification reservation adverse remark ordisclaimer & which are suitably replied by the Board in their Report.

Cost Auditor:

The Company is engaged in the Manufacturing of Plastic Perform and the Manufacture ofNotebooks. The following falls under table "C" under the CETA Heading 3901 to39143916 to 3921; 3925. However Since the Overall turnover of the Company is neitherrupees 100 crores or more and nor is the Turnover rupees 35 crore from individual productsduring the Year thus it was not required to appoint a Cost Auditor during the Year underReview.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self- explanatoryand do not require any further clarification.

Share Capital

The paid up Equity Share Capital as on March 312016 was Rs. 115500000/- during theyear under review. The Company has not issued any shares.

Shares with Differential Voting Rights

The Company has not issued shares with differential voting rights during the year.

Issued Employee Stock Options / ESOP

The Company has not issued employee stock options and does not have any scheme to fundits employees to purchase the shares of the Company.

Issue of Sweat Equity

The Company has not issued sweat equity shares during the year.

Extract Of Annual Return

Pursuant to Section 92 (3) of the Act and Rule 12(1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT.9 is annexed asAnnexure T.

Conservation of energy technology absorption and foreign exchange earnings and outgo

The Information Regarding Conservation of Energy & Technology Absorption isprovided for in Annexure II Foreign Exchange Earnings and Outgo:

Amount (Rupees)

Total Foreign Exchange Inflow NIL
Total Foreign Exchange outflow NIL

Directors:

A) Changes in Directors and Key Managerial Personnel

Appointments and changes in Designation during the Year under Review.

1) There is no change in the composition of Board of Directors.

BI Declaration bv an Independent Pi rector (si and re- appointment if anv

The Company has received Declaration from Independent directors Pursuant to theProvisions of Section 149 subsection (6) of the Companies Act 2013

C) Annual Evaluation OfBoard Performance And Performance Of Its Committee And OfDirector:

Pursuant to the provisions of the Companies Act 2013 the Board had carried outevaluation of its own performance performance of the Directors as well as the evaluationof the working of its Committees. The Nomination and Remuneration Committee has definedthe evaluation criteria procedure and time schedule for the Performance Evaluationprocess for the Board its Committees and Directors. The Board's functioning was evaluatedon various aspects including inter alia degree of fulfillment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning.Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard 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 ofkey responsibilities adequacy of Committee composition and effectiveness of meetings. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman and theNon Independent Directors was carried out by the Independent Directors who also reviewedthe performance of the Board as a whole. The Nomination and Remuneration Committee alsoreviewed the performance of the Board its Committees and of the Directors. The Chairmanof the Board provided feedback to the Directors on an individual basis as appropriate.Significant highlights learning and action points with respect to the evaluation werepresented to the Board.

Number of meetings of the Board of Directors

The Board of Directors of the Company has met 04 times during the Year under review

Date of the meeting No. of Directors attended the meeting
30/05/2015 5
14/08/2015 5
06/11/2015 5
12/02/2016 5

Audit Committee:

Audit Committee of the Company as constituted by the Board is headed by Mr. NitinVasudev Oza Mr. Mohith Ramamurthy Suddala and Mr. Manish Kantilal Haria as Members. Therehave not been any instances during the year when recommendations of the Audit Committeewere not accepted by the Board. All the recommendations made by the Audit Committee wereaccepted by the Board.

Details of establishment of vigil mechanism for directors and employees

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of

Conduct or ethics policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee. It is affirmed that no personnel of the Companyhas been denied access to the Audit Committee.

Nomination and Remuneration Committee

The Managing Directors of the Company are entitled for payment of Remuneration asdecided by the Board of Directors based on the recommendation of the RemunerationCommittee. No remuneration is paid to any Non- Executive Directors during the financialyear 1 st April 2015 to 31 st March 2016 except sitting fee for attending Board meetingsand committee meetings.

Internal Financial Controls

Your Company has in place adequate internal financial controls with reference tofinancial statements. Your Company has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial disclosures.

Corporate Social Responsibility

As a socially responsible Company your Company has a strong sense of communityresponsibility. The Company however does not fall within the Criteria as laid down by theAct is not required to constitute a CSR Committee. Further the Company has been sufferinga 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 aPolicy on Prevention Prohibition and Redressal of Sexual Flarassment at the Workplace inline with the provisions of the Sexual Flarassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under.

The Company has less than 10 Employees and hence is not required to constitute theInternal Complaints Committee. Particulars of loans guarantees or investments undersection 186

No Loans or Guarantees are given nor are any Investments made by the Company underSection 186 of the Companies Act 2013.

Particulars of contracts or arrangements with related parties:

The Particulars of Contracts or arrangements with related Parties is provided for inAnnexure III (AOC-2) Secretarial Audit Report

A Secretarial Audit Report given by M/s Milind Nirkhe & Associates a companysecretary in practice sfiall be annexed with the report.

The Following Qualifications have been observed by the secretarial Auditor during theAudit Period.

Directors Reply on the qualifications in Secretarial Audit Report are as follows:

(i) The Company is in the process of re-organizing its internal records so as to haveproper disclosures at any given point of time;

(ii) the Company is in the process of developing its web site;

(iii) the Company has been searching for the suitable candidate to be appointed as aCompany Secretary and Chief Financial Officer;

(iv) The Management has informed that they are searching for suitable candidate who canbe appointed as Independent Director.

Risk Management

Your Company has adopted a Risk Management Policy/ Plan in accordance with theprovisions of the Companies Act 2013 and Listing Regulations. It establishes variouslevels of accountability and overview within the Company while vesting identifiedmanagers with responsibility for each significant risk.

The Company has laid down procedures to inform the Audit Committee as well as the Boardof Directors about risk assessment and management procedures and status.

This risk management process covers risk identification assessment analysis andmitigation. Incorporating sustainability in the process also helps to align potentialexposures with the risk appetite and highlights risks associated with chosen strategies.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013 (‘the Act') and the ListingAgreement. There were no materially significant Related Party Transactions made by theCompany during the year.

All Related Party Transactions are placed before the Audit Committee for approval. Astatement of all Related Party Transactions is placed before the Audit Committee for itsreview on a quarterly basis specifying the nature value and terms and conditions of thetransactions

Criteria for determining qualifications positive attributes and independence of adirector:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Act and the Listing Regulations.

Independence: In accordance with the above criteria a Director will be considered asan Independent Director' if he/ she meets with the criteria for ‘IndependentDirector' as laid down in the Companies Act 2013 and the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective and gender. It is also ensuredthat the Board has an appropriate blend of functional and industry expertise. Whilerecommending the appointment of a Director the Nomination and Remuneration Committeeconsiders the manner in which the function and domain expertise of the individual willcontribute to the overall skill- domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act2013 the Directors on the Board of the Company are also expected to demonstrate highstandards of ethical behavior strong interpersonal skills and soundness of judgment.Independent Directors are also expected to abide by the ‘Code for IndependentDirectors' as outlined in Schedule IV to the Act.

Corporate Governance

Your Company has implemented all the mandatory requirements pursuant to the ListingRegulations. A separate report on Corporate Governance is given as a part of the AnnualReport along with the certificate received from the Practicing Company Secretary M/s.Milind Nirkhe & Associates Company Secretaries confirming the compliance.

Particulars Of Employees

During the financial year under review none of the Company's employees was in receiptof remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules. Hence no particulars are required to bedisclosed in this Report.

The information required under Section 197 (12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed.

The ratio of remuneration of each Director to the Median Remuneration of all employeeswho were on the payroll of the Company and the percentage increase in remuneration of theDirectors during the financial year 2015-16 are given below:

Directors Ratio to Median Percentage Increase in Remuneration
NIL NIL NIL

Directors' Responsibility Statement

In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act2013 and to the best of their knowledge and belief and according to the information andexplanations obtained by them and same as mentioned elsewhere in this

Report the attached Annual Accounts and the Auditors' Report thereon your Directorsconfirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 andthat such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such* systems are adequate and operating effectively.

Acknowledgement

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

By Order of the Board of Directors
For Har'a Exports Limited
Date: 30/05/2016
Place : Mumbai
Registered Office: KANTILAL LAKHAMSHIHARIA
8 Subhash Road Vile Parle (East) Chairman & Managing Director
Mumbai - 400057 DIN No. 00585400