You are here » Home » Companies » Company Overview » Hariyana Ventures Ltd

Hariyana Ventures Ltd.

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

Hariyana Ventures Ltd. (HARIYANAVENTURE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 45th Annual Reporttogether with audited statement of accounts of the Company for the year ended on 31stMarch 2020.

FINANCIAL RESULTS:

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

Particulars 2019-20 2018-19
Total Income 24448832 97734056
Total Expenses 32060231 10261891
Total Revenue 32881935 104144748
Profit/(Loss) before Tax 821704 2882857
Profit/ (Loss) after tax 907592 2118293

Business Performance and Segment Reporting

During the financial year ended 31st March 2020 the Company has recorded total revenueof Rs. 32881935 and earned net profit of Rs. 907592.

Covid-19 Pandemic:

In the last month FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisisforcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees 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 ofCOVID-19 on the entity's expectations about short- and medium-term performance thepossible effect on asset valuation and an entity's ability to continue as a going concernneed to be determined on a case-by-case basis. "Multiple scenarios may exist aboutthe potential impact of COVID-19 on an entity"

Adequacy of Internal Control:

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the operations through a well-defined budget monitoring process and otherstandard operating procedures.

Human Resource Development:

The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling.

Manpower:

The company recognizes the importance of human value and ensures that properencouragement 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 thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus 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 theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed 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 purviewof 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 withrelated party transactions as approved by the Board may be accessed on the Companywebsite.

During the year under review the transactions entered into by the Company with relatedparties as defined under the Act and the Listing Regulations were in the ordinary courseof

Business and on arm's length basis.

Particulars of contracts or arrangements with related parties as required under Section134(3)(h) of the Act in the prescribed Form AOC-2 is given in ANNEXURE-II ofthis Report.

Disclosure of transactions with related parties as required under the applicableAccounting 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 providedunder Section 186 of the Companies Act 2013 wherever applicable form part of the Notesto the Financial Statements.

Board of Directors:

The Company is managed by well-qualified professionals. All directors are suitablyqualified experienced and competent. The members of the Board of Directors are personswith considerable experience and expertise in Audit Accounts Finance Administration andMarketing. The Company is benefitted by the experience and skills of the Board ofDirectors. The Independent Directors have made disclosures to the Board confirming thatthere are no material financial and/or commercial transactions between them and thecompany 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 theCompany. Further During the period under review no Directors have resigned from theCompany.

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 11thAugust 2020.

2. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. HarishAgrawal (DIN: 00291083) and Mr. Dinesh Agrawal (DIN: 00291086) who retires by rotationand being eligible offers them self for re-appointment. If re-appointment his termwould be in accordance with the policy for directors of the Company. Details of Directorswho 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 himas Executive Director:

Mr. Krishanu Harish Agarwal (DIN-08777036) who was appointed as an Additional Directorwith effect from 11th August 2020 on the Board of Directors of the Company in terms ofSection 161 of the Companies Act 2013 and who holds office up to the date of this AnnualGeneral 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 followingdates:

• 24th May 2019

• 13th July 2019

• 13th August 2019

• 8th November 2019

• 24th December 2019

• 25th January2020

• 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 11thAugust 2020.

The intervening gap between the meetings was within the period prescribed under section173 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 managerialPersonnel. 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 Officerw.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 frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees.

Standalone Financial Statement

The audited Standalone financial statement of the Company prepared in accordance withrelevant Accounting Standards (AS) issued by the Institute of Chartered Accountants ofIndia forms part of this Annual Report. The Compliance Officer will make these documentsavailable upon receipt of a request from any member of the Company interested in obtainingthe same. These documents will also be available for inspection at the Registered Officeof 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") wasconvened which reviewed the performance of the Board (as a whole) the Non-IndependentDirectors and the Chairman. Post the Annual ID Meeting the collective feedback of each ofthe Independent Directors was discussed by the Chairperson with the Board coveringperformance of the Board as a whole performance of the Non-Independent Directors andperformance of the Board Chairman.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and 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 madethere under the current auditors of the Company M/s Lalit Jham & Co CharteredAccountants bearing Firm Registration No 114158W hold office up to the conclusion of theAnnual 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 Directorsof the Company have appointed M/s Jaymin Modi & Co. Practicing Company SecretariesMumbai to conduct the Secretarial Audit for the financial year 2020-2021. The SecretarialAudit Report for the year 2020-21 issued by him in the prescribed form MR-3 is attached asAnnexure-IV to this Report. The said Secretarial Audit Report does not contain anyqualification 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 13of the Companies (Accounts) Rules 2014 and other applicable provisions if any of theCompanies Act 2013 the consent of the Board of Directors be and is hereby accorded forthe appointment of Mr. Gulshan Jagdish Jham (Membership No 408315) as the InternalAuditor of the Company for the Financial Year 2020-21 at such remuneration as may bemutually 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 togetherwith the notes to Accounts are self- explanatory and hence do not call for any furthercomments 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 Boardof Directors of the Company confirms:

1.In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures. 2.That the Directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of the Company for theyear ended 31st March 2020. 3.That the Directors have taken sufficient andproper care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting material fraud and other irregularities. 4.That the Directorshave prepared the Annual Accounts on a going concern basis. 5.There are no materialchanges & commitments if any affecting the financial position of the company whichhave occurred between the end of the financial year of the company to which the financialstatements relate & the date of the report. 6.There are proper systems which have beendevised to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively. 7.That the Directors had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively.

Annual Evaluation by the Board of its own performance its Committees and individualDirectors:

The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.

Management Discussion and Analysis

The Management Discussion and Analysis as required under Regulation 34 read withSchedule 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 isattached separately in the Annual Report. All Board members and Senior Managementpersonnel 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 (ListingObligation and Disclosure Requirements) Regulations 2015 the provisions related toCorporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V are not applicableto the Company and hence the same is not given in the Report. However the Companycontinues to adheres the best practices prevailing in Corporate Governance and follows thesame in its true spirit.

Committees of the Board

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

The Board has constituted following Committees of Directors:

• Audit Committee

• Nomination & Remuneration Committee and

• Stakeholder's Relationship Committee.

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the companies Act 2013. The composition of the Audit Committee is in conformitywith 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 Company's financial reporting process and the disclosure of itsfinancial information

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

• Recommending the appointment remuneration and terms of appointment of externalAuditor.

• Review and monitor the auditor's independence and performance and effectivenessof audit process.

• Approval or any subsequent modification of transactions of the company withrelated 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 relatedmatters.

• Reviewing with management the Annual financial statements and half yearly andQuarterly 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 upthere on.

* NOMINATION AND REMMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The Composition of the Committee isin 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 positiveattributes 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 Personneland 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 theprovisions of Section 178(5) of the Companies Act 2013. The composition of the Committeeis 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 tolay down a Code of Conduct for its Directors and Senior Management incorporating dutiesof Directors as laid down in the Companies Act 2013. The Board has adopted a Code ofConduct for all Directors and Senior Management of the Company and the same has beenplaced on Company's 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 theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 and forming part of theReport is reproduced herewith:

(a) Conservation of energy and technology absorption:

As the Company holds investments in the other Companies there are no particularsregarding conservation of energy and technology absorption as required under provisionsof 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) Act2013.

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

Redressal) Act 2013. Company has already maintained internal policy to prevent women'sharassment at work place and covered all employees so they could directly make complaintsto the committee if such situation arises. The management and Committee together withconfirm 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 CompanySecretaries 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 hasset up a core group of leadership team which identifies assesses the risks and thetrends exposure and potential impact analysis at different level and lays down theprocedure for minimization of risks. Risk Management forms an integral part of Managementpolicy and is an ongoing process integrated with the operations.

Company has identified various strategic operational and financial risks which mayimpact Company adversely. However management believes that the mitigation plans foridentified risks are in place and may not threaten the existence of the Company.

Material Changes and Commitments if any 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

There are no Material changes and commitments affecting financial position between endof 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 Company's operations.

There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations.

Acknowledgement

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

The Company thanks all of the employees for their contribution to the Company'sperformance. The Company applauds all the employees for their superior levels ofcompetence 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

.