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Hariyana Metals Ltd.

BSE: 506024 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE219D01012
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Hariyana Metals Ltd. (HARIYANAMETALS) - Director Report

Company director report

DIRECTORS REPORT

To

The Members

Your Directors present herewith the 38th Annual Report together with the auditedaccounts of the Company for the year ended 31st March 2014. Summarised financial resultsof the Company are furnished below:-

1. Financial Result

Particulars Year ended on Year ended on
31.03.2014 31.03.2013

(Rs. In Rupees)

(Rs. In Rupees)

Sales 00 00
Other income 1137133 749375
Gross Income 1137133 6906957
Less: Expenses 3062074 8795700
Interest 65 3244
Depreciation
Net Profit/(Loss) (1925006) (1891987)
Tax Expense 166398 00
Net profit/(loss) after tax (2091404) (1891987)

The Directors regret their inability to recommend any dividend due to brought forwardlosses.

2. BUSINESS OVERV1EW:-

The Company has net loss of Rs. 20.91 Lacs against net Loss of Rs. 18.92 Lacs in lastyear. Further the Board is hopeful of expanding the Company's operation this year &expects your co-operation in the days to come. The Board is doing its best to make yourCompany start full mining activities & show progress in very near future. The Board iscontemplating to take effective steps to save it from slipping in to a sick industrialunit

On account of effective steps to control expenses & keep the losses to its minimumlevel the year under consideration.

3. FIXED DEPOSITS .-

The Company has not accepted any fresh deposits within the purview- of section 58 A ofthe Companies Act. 1956 during the year under review.

4. CONSERVATION OF ENERGY :-

Since the Company though the particulars pursuant to requirement under section 217 (1)(e) of the Companies Act. 1956 with reference to conservation of energy technologyabsorption adoption and innovation are not material Total foreign earning and outgoenergy consumption per MT of Production is as per Form A' is enclosed.

1 RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION:-

Production department of the Company are always in pursuant of finding the technologyused by the Company is ways and means to improve the performance quality and costeffectiveness of its products. The technology used by Company is updated as continuousexercise. The Company does not have a separate Research and Development activity

2 PARTICULARS OF EMPLOYEES AND INFORMATION :

There was no such employee employed during the year under review hence the provisionas prescribed u/s. 217 (2A) of the Companies Act 1956 read with Companies (particulars ofemployee) Rules.1975. ' as amended by the Companies (Amended ) Act 1988 is not applicable.The relation between the employees & the management remain cordial during the yearunder review.

3. AUDITORS :

M/s. Sajjad Rasul & co.. Chartered Accountants Nagpur retires at the conclusionof the Annual General Meeting to continue as the auditor of the Company. The Boardproposed the reappointment of M/s. Sajjad Rasul & co.as the statutory auditor of theCompany for the financial year 2014-2015.

Accordingly pursuant to section 139 of the Companies Act 2013 M/s. Sajjad Rasul &co.Chartered Accountants Nagpur if appointed shall hold the office from theconclusion of this annual general meeting until the conclusion of 38th Annual GeneralMeeting subject to ratification of Appointment at every Annual General Meeting.

Further the auditors have confirmed their willingness and eligibility for appointmentand have also confirmed that their reappointment if made will be within the limits undersection 141 (3) (g) of the Companies Act 2013.

4. AUDIT REPORT:

The auditors have observed & put remarks for non-provision of gratuity leavesalary etc. as per AS -15. Provision for gratuity is not made in view of appointment ofmajor new staff after earthquake frequent changes in major staff & remote Site offactory and therefore Expenses are debited on payment basis as and when the same is paidAs per Auditor's comment regarding appointment of Qualified Company Secretary on wholetime basis to comply with the requirements of Section 3 83 A of Companies Act. 1956 yourdirectors have taken steps for complying aforesaid requirement. However in absence ofavailability of suitable & affordable candidates the said requirements cannot becomplied. However the Company is in the process of receiving the Compliance Certificatefrom Company Secretary. In our opinion carrying amount of all assets does not exceed itsrecoverable amount hence no impairment loss is ascertained.

Hence the concept of going concern though it is stated in Audit Report will not beaffected.

5. DIRECTORS :

The Company has two independent Directors appointed under the Listing Agreementnamely Mr.Chandrakant N. Dahale who have diverse business/administrative experience andare making significant contribution to the Company. At present they are liable to retireby rotation. It is proposed to appoint them as Independent Directors with a fixed tenureof up to five years each at the ensuing Annual General Meeting of the Company subject toapproval of the shareholders in terms of Section 149 of Companies Act 2013 (the Act).The Company has received separate notices under Section 160 of the Act from memberssignifying their Candidature as Directors along with requisite deposit as prescribed thereunder All abovementioned Independent Directors have also given declarations that they meetthe criteria of independence as provided in sub-section 6 of Section 149 of the Act. Theirprofile along with statement that in the opinion of the Board they fulfil the conditionsas required in the

Act for such appointments are furnished in the statement pursuant to Section 102( 1) ofthe Companies Act. 2013 annexed with the Notice for the forthcoming Annual GeneralMeeting.

In accordance with articles of association of the Company and in view of provision ofsection 255 of the Companies Act retirement & reappointment take place for followingDirectors:-

Mr.Dinesh Agrawal Director retires by rotation at the conclusion of the Annual GeneralMeeting and being eligible offers himself for re-appointment

1. FOREIGN EXCHANGE :

Foreign Exchange inflow and outflow during the year was NIL

2. DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirements of section 217 (2AA) of the Companies Act. 1956. yourdirectors confirm that:

I. In preparation of annual accounts the applicable accounting standards except AS-15& AS-28 have been followed along with proper explanation relating to materialdepartures:

II. We 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 fair viewof the state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period;

III We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act. 1956. for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

IV. We have prepared the annual accounts on a going concern basis as explained in noteno. 1 of notes forming part of financial statement.

3. CORPORATE GOVERNANCE:-

A separate section on Corporate Governance is included in the Annual Report and theCertificate from the Company's auditor's confirming the compliance of conditions subjectto certain qualifications on Corporate Governance stipulated in clause 49 of the ListingAgreement is annexed there to The Board of Directors of the Company adopted a Code ofConduct. The Directors have affirmed with the said code.

13. LISTING OF SHARES & LISTING FEES :

The equity capital of the Company is listed on the Mumbai Stock Exchange he necessarylisting fees has been paid up to the year 2014- 2015.& Calcutta Stock Exchange yet tobe paid As per directives issued by the Securities and Exchange Board of India the equityshares of the Company arc to be traded in the Demat form. C D S L has admitted our equityshares for Electronic connectivity and allotted INE 219D01012

The Company had applied with NSDL for required connectivity.

The Company 's listing is Suspended due to penal reason on the Mumbai Stock Excliangc.

Company is in process for revocation of Suspension of trading of equity share with BSE

The statement pursuant to section 217 (2 A) of the Companies Act 1956 read with theCompanies (Particulars of employees) Rules 1975 for the year ended on March 31 2014 isuncalled for. There is no director employed for the year or part of the year under reviewand were in receipt of remuneration in aggregate of Rs. 500000/- p.m. or Rs. 6000000p.a or more.

14. DEMATERIALISATION OF SHARES:

As you are aware that Company has Appointed Purva Sharegistry (India) Pvt. Ltd. havingits address at.

9 Shiv Shakti Ind. Estate J R Boricha Marg Lower Parel East Mumbai 400 011

Std codc:022 Tcl.:23016761/23012518Fax:2301 2517 E-mail: busiconp@vsnl.com

To act as Share Transfer and Depository Transfer Agent with NSDL & CDSL.

15. ACKNOWLEDGEMENT:

The Management wishes to place on record its appreciation for the services rendered byemployees contractors bankers and the management of the Indian Bureau of Mines and allconcerned and convey their thanks to them.

By Order of the Board For

HARIYANA METALS LIMITED

Harish Agrawal Dinesh agrawal
DIRECTOR DIRECTOR
DIN 00291083 DIN 00291086

Registered Office

Near Old Motor Stand

Old Bhandara Road Itwari.

Nagpur 440-008.

Dated: 31st May.2014

ANNEXURE TO THE REPORT OF THE DIRECTORS

CONSERVATION OF ENERGY:

The Company lays great emphasis on savings in the cost of energy consumption.Therefore achieving reduction in per unit consumption of energy is an ongoing exercise inthe Company. Effective measures have been taken to minimise the loss of energy as far aspossible.

Form 'A': Disclosure of particulars with respect to Conservation of Energy

Particulars 31st March 2014 31s' March 2013
Electricity Purchased
Coal consumed :
Quantity
Total Cost NIL NIL
Average Rate (PMT)
Furnace Oil
Other Internal Generation
Consumption per unit of Production :
Electricity

TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT:

Production Department of the Company are always in pursuit of Finding the ways andmeans to improve the performance quality and cost effectiveness of its products. Thetechnology used by the Company is updated as a continuous exercise. The Company does nothave a separate Research and Development activity.

FOREIGN EXCHANGE EARNINGS / OUTGO:

The relevant details in respect of earnings in foreign exchange and outgo in foreigncurrency are_Nil

By Order of the Board For HARTYANA METALS LIMITED .

Harish Agrawal Dinesh agrawal
DIRECTOR DIRECTOR
DIN 00291083 DIN 00291086

Place : Nagpur

Dated: 31st May 2014