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Hariyana Metals Ltd.

BSE: 506024 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE219D01012
BSE 05:30 | 01 Jan Hariyana Metals Ltd
NSE 05:30 | 01 Jan Hariyana Metals Ltd

Hariyana Metals Ltd. (HARIYANAMETALS) - Director Report

Company director report

Dear Shareholders

The Directors have pleasure in presenting their 42nd Annual Report on thebusiness and operations together with the Audited Statement of Accounts of your Companyfor the year ended 31st March 2017.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

Particulars Year Ended
2016-17 2015-16
Total Income 5358.04 140.85
Total Expenditure 5331.17 150.51
Profit/Loss before Taxation 26.87 (9.66)
Profit/Loss after Taxation 26.87 (9.66)
Profit/Loss brought forward (4064) (6752)
Transfer from General Reserve - -

2. REVIEW OF OPERATION:

The Company has incurred profit to the tune of Rs. 2687582 /- after taxes during thefinancial year. Despite of falling demand and steep drop in prices in global as well as indomestic market your Company has improved its financial health compare to previous yearby minimizing cost impact in such challenging conditions. Your Director expects toachieve better performance in the future by taking maximum efforts to control the costsand optimize the results in the coming years.

During the year revenue of the Company has been grown up by manifold as compare toprevious year. Your Company continues to trade in steel plates which is major source ofsegment in the Company. Also your Company manages to cut down expenses and as resultmanages to earn profit in the current fiscal compare to previous year.

3. DIVIDEND:

During the year under review owing to the accumulated losses and to conserve theresources your Directors do not recommend any dividend.

4. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

5. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended up to date is not applicable since your Company has no such employees.

6. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Dinesh Agrawal (DIN: 00291086)retires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.

Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

7. SUBSIDIARIES:

Since the Company has no subsidiaries provision of Section 129 (3) of the CompaniesAct 2013 is not applicable.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees or made any investments covered underthe provisions of section 186 of the Companies Act 2013.

9. NUMBER OF MEETINGS:

The Board has met 4 (four) times during the financial year the details of which aregiven in the Corporate Governance Report that forms part of this Annual report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.The date of board meeting as follows 30/05/2016 14/08/2016 15/11/201610/02/2017.

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 4 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out an annual performance evaluation of its own performancethe Independent Directors individually as well as the evaluation of the working of itsAudit Appointment & Remuneration Committees. The performance evaluation of theChairman and the Non-Executive Directors is also carried out.

11. DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures.

b) that the Directors has selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities and d) The Directors had prepared the accounts for the financialyear ended 31st March 2017 on a going concern basis.

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.

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

12. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large. Information on transactions with relatedparties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure VI in Form AOC-2 and the same formspart of this report.

13. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section134(3)(m) of the Company Act 2013 read with the Rule 3 of Companies (Account) Rules2014 regarding conservation of energy technology absorption and foreign exchange earningsand outgo is not applicable. (Annexure -I)

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year.

15. AUDITOR & AUDITORS REPORT:

At the Company's 40th Annual General Meeting (AGM) M/s Sajjad Rasul &Co Chartered Accountants Nagpur were appointed as the Company's Statutory Auditors fromthe conclusion of the 40th AGM till the conclusion of 42nd AGM.

In terms of Section 139 (1) of the Companies Act 2013 the appointment of theStatutory Auditors to hold office form the conclusion of the 40th AGM to 42ndAGM and necessary Resolutions for their appointment has been proposed for theconsideration of the Members of the Company.

No frauds have been reported by the Auditors under section 143 (12) of the CompaniesAct 2013 requiring disclosure in the Board's Report.

Since notes to account are self explanatory no further explanation is given by theBoard as such. The observation made in the Auditors' Report read together with relevantnotes thereon are self explanatory and hence do not call for any further comments underSection 134 of the Companies Act 2013.

16. INTERNAL AUDITOR:

The Company has internal financial controls set out in the accounting system and Headof the Department controls all the financial and accounting decisions in the capacity asInternal Auditor.

17. AUDIT COMMITTEE:

*Audit Committee is consisting of Mr. Krishan Agrawal Chairman Mr. Dinesh Agrawal andMs. Sheetal Nagda as members of the Audit Committee.

*Audit Committee has been re-constituted on 11th January 2016 where Mr.Harish Agrawal has been resigned and Ms. Bijal Durgawale has been appointed as the Memberof the Audit Committee.

18. STAKEHOLDER'S RELATIONSHIP COMMITTEE (Previously SHAREHOLDERS AND INVESTORGRIEVANCE COMMITTEE):

Stakeholder's Relationship Committee is consisting of Mr. Krishan Agrawal Chairman Mr.Harish Agrawal and Ms. Bijal Durgawale as the members of the stakeholder's relationshipcommittee.

Stakeholder's Relationship Committee has been re-constituted where Mr. Dinesh Agrawalhas been resigned and Ms. Bijal Durgawale has been appointed as the Member of the AuditCommittee.

19. NOMINATION & REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprised of Mr. Krishan Agrawal -Chairman Ms.Bijal Durgawale and and Ms. Sheetal Nagda as members.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure II.

21. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act 2013 and Rules made there underthe Company has appointed M/s. DSM & Associates Practicing Company Secretaries(Membership No.27695) as Secretarial Auditor of the Company for the financial Year2016-17. The Secretarial Audit Report forms part of the Annual report as Annexure -IIIto the Board's Report.

Comments on Secretarial Audit Report:

1) Due to poor financial health Company did not publish any newspaper publicationsduring the year.

2) The Company is in the process of appointing the Internal Auditor and Chief FinancialOfficer in the forthcoming Board Meeting.

22. STOCK EXCHANGES:

The Company's shares are listed on the following Stock Exchanges:

BSE Limited (Scrip Code:506024)

23. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

24. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated and adopted risk assessment and minimization framework whichhas been adopted by the Board. The Company has framed a risk management policy and testingin accordance with the laid down policy which is being carried out periodically. TheSenior Management has been having regular

Meetings for reassessing the risk environment and necessary steps are being taken toeffectively mitigate the identified risks. The Board considers risk management to be a keybusiness discipline designed to balance risk and reward and to protect he Group againstuncertainties that could threaten the achievement of business objectives.

25. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 report on Corporate Governance is not applicable as the Company is notfalling within the prescribed limits as mentioned there in.

The details forming part of Management and Discussion Analysis Report is annexed asAnnexure IV to this Report.

26. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the Directors and employees of the Company toapproach Audit Committee of the Company to report existing/probable violations of lawsrules regulations or unethical conduct.

27. OTHER LAWS:

During the year under review there were no cases filed pursuant to the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

28. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to the valued clientsBankers and shareholders for their continued support. The Directors also wish to place onrecord their appreciation of the devoted and dedicated services rendered by all employeesof the Company.

For and On Behalf of the Board
HARIYANA METALS LIMITED
Sd/-
Harish Agrawal
Chairman
DIN: 00291083
Registered Office:
Old Motor Stand
Itwari Nagpur 440008.
CIN: L28100MH1972PLC015817
Date: 12th August 2017

ANNEXURES TO DIRECTORS' REPORT

Annexure - I

RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.

Since the Company is not manufacturing activity as like a unit provision of Section134(3)(m) of the Company Act 2013 read with the Rule 3 of Companies (Account) Rules2014 regarding conservation of energy technology absorption and foreign exchange earningsand outgo is not applicable.

C. Foreign Exchange Earnings and Outgo Nil

1. Earning- FOB value of Exports Nil

2. Outgo- CIF Value of Imports Nil

For and on behalf of the Board
For HARIYANA METALS LIMITED
Sd/-
Harish Agrawal
Chairman
DIN: 00291083
Registered Office:
Old Motor Stand
Itwari Nagpur 440008.
CIN: L99999MH1975PLC018080
Date: 12th August 2017