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Hazoor Multi Projects Ltd.

BSE: 532467 Sector: Infrastructure
NSE: N.A. ISIN Code: INE550F01023
BSE 00:00 | 24 Jan 0.73 0.03
(4.29%)
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0.73

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0.73

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NSE 05:30 | 01 Jan Hazoor Multi Projects Ltd
OPEN 0.73
PREVIOUS CLOSE 0.70
VOLUME 20000
52-Week high 0.80
52-Week low 0.42
P/E 2.03
Mkt Cap.(Rs cr) 2
Buy Price 0.73
Buy Qty 10.00
Sell Price 0.70
Sell Qty 900.00
OPEN 0.73
CLOSE 0.70
VOLUME 20000
52-Week high 0.80
52-Week low 0.42
P/E 2.03
Mkt Cap.(Rs cr) 2
Buy Price 0.73
Buy Qty 10.00
Sell Price 0.70
Sell Qty 900.00

Hazoor Multi Projects Ltd. (HAZMULTIPROJ) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 27th Annual Report togetherwith the Audited Accounts of the Company for the financial year ended March 31 2019.

THE STATE OF THE COMPANY'S AFFAIRS ARE AS UNDER:

1. FINANCIAL RESULTS:

The Highlights of the Financial Results of the Company are summarized as under:

(Rs in Lakhs)
Particulars 2018-19 2017-18
Gross Revenue 17.79 24.18
Earnings Before Interest Depreciation (12.10) 2.24
& Amortisation & Taxes
Less: Interest and Finance Charges 0.03 0.13
Less: Depreciation 0.31 1.19
Profit before tax (11.79) 1.05
Less: Tax Expenses / Differed Taxes (0.43) 0.92
Profit for the year (11.36) 0.12
Paid Up Equity Share Capital 1015 1015

2. FINANCIAL PERFORMANCE:

During the year under review your company reported Gross Revenue from operations whichstood at Rs. 17.79 lakhs compared with Rs. 24.18 lakhs in the previous year. The operatingloss before tax stood at Rs. 11.79 lakhs against profit of Rs. 1.04 lakhs in the previousyear. The net loss for the year stood at Rs. 11.36 lakhs against profit of Rs. 0.12 lakhsreported in the previous year.

3. NATURE OF BUSINESS:

There was no change in nature of the business of the Company during the year underreview.

4. TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount to thereserves of the Company

5. DIVIDEND:

Due to loss in the current financial year the Board of Directors did not recommend anydividend for the financial year 2018-2019.

6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO: The Company has not spent any substantial amount towards conservation of energyand technology absorption to be disclosed here.

Further there are no foreign exchange earnings and expenditure of the Company duringthe year under review.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under clause (c) of sub-section (3) of section 134 of the Companies Act2013 Directors to the best of their knowledge and belief 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 of theprofit 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.

e) The directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively.

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.

8. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is attached as ANNEXURE-I to this Report. Also the same has been uploaded onthe website of the Company www.hazoormultiproject.com

9. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors has met Eight times during the financial year 2018-19. Detailedinformation is given in the Corporate Governance Report.

10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent directors have submitted the Declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).

11. SECRETARIAL AUDIT REPORT:

The Board has appointed Mrs. Monika Thanvi Practising Company Secretary to conductSecretarial Audit for the financial year ended March 31 2019. The Secretarial AuditReport for the financial year ended March 31 2019 is annexed herewith marked as ANNEXURE-IIto this report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

12. AUDITORS

Pursuant to the provisions of section 139 142 of the Companies Act 2013 and theRules made thereunder the current auditors of the Company M/s. G. R. Modi & Co.Chartered Accountants (FRN: 112617W) tendered their resignation w.e.f August 23 2019.

The Board hereby recommends the appointment of M/s. VMRS & Co. CharteredAccountants (FRN: 122750W) as statutory auditors of the Company to the Members for aperiod of 5 years from the conclusion of the current AGM till the conclusion of the 32ndAGM to be held in 2024 at such remuneration as may be decided by the Board and theAuditors mutually.

The Statutory Audit Report for the year 2018-19 does not contain any qualificationreservation or adverse remark or disclaimer made by the Statutory Auditors.

13. INTERNAL AUDITOR OF THE COMPANY FOR FINANCIAL YEAR 2018-19:

Pursuant to Section 138 of Companies Act 2019 and on the recommendation of AuditCommittee the Board of Directors in its meeting held on 11th August 2018appointed M/s. Motilal & Associates Chartered Accountants as Internal Auditor of theCompany for conducting internal audit and lay down report in meeting of Audit Committeeand Board of Directors at such interval as committee or Board deems fit as the case maybe.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Further the loans given guarantees made and investments done are within the limits ofthe special resolution passed by the members in the Annual General Meeting held onSeptember 24 2018.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

UNDER SECTION 188 (1) OF COMPANIES ACT 2013:

All Related Party Transactions (RPTs) which were entered during the financial year wereon an arm s length basis and were in the ordinary course of business and did not attractprovisions of section 188 of the Companies Act 2013 and were also not material RPTs underregulation 23 of the SEBI Listing Regulations 2015.

A statement showing the disclosure of transactions with related parties as requiredunder Accounting Standard 18 is set out separately in this Annual Report.

The material transactions entered into with related parties during the period underreview which may have had any potential conflict with the interests of the Company isdisclosed in Form AOC-2 under Section 134(3)(h) of the Companies Act 2013 which isannexed herewith and marked as ANNEXURE-III to this report.

The policy on RPTs as approved by Board is uploaded on the Company s websitehttps://www.hazoormultiproject.com/Images/Related%20Party%20Trasnaction%20Policy.pdf

16. DECLARATION RELATING TO VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE

EMPLOYEE:

During the year under review none of the employee of the Company has indirectlyexercised any voting right pursuant to Rule 16 of the Companies (Share Capital andDebenture) Rules 2014.

17. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

The Company s internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors.

18. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

19. ANNUAL EVALUATION OF PERFORMANCE OF BOARD:

The Chairman of the Board had one-on-one meetings with the Independent Directors andthe Chairman of the Nomination and Remuneration Committee had one-on-one meetings with theExecutive and Non-Executive Directors. These meetings were intended to obtain Directorsinputs on effectiveness of Board/Committee processes. The Board considered and discussedthe inputs received from the Directors. Further the Independent Directors at theirmeeting reviewed the performance of Board Chairman of the Board and Non- ExecutiveDirectors.

20. DIRECTORS:

During the year under review following changes took place in the composition of theBoard of Directors and Key Managerial Personnel (KMP) of the Company:

Appointment and Resignation of Director

Sr. Name of Director No. Designation Date of Appointment / Resignation Appointment / Resignation / Change in Designation
1 Munni Devi Jain Additional Director (Independent) 11-08-2018 Appointed
2 Suhas Sudhakar Joshi Additional Director (Managing Director) 11-08-2018 Appointed
3 V.I.Garg Managing Director 11-08-2018 Resigned
4 V.I.Garg Additional Director (Non- executive) 11-08-2018 Appointed
5 Chanda Vijendra Garg Non- executive Director 11-08-2018 Resigned
6 Ashish Kankani Shyam Sunder Independent Director 11-08-2018 Resigned
7 Munni Devi Jain Additional Director (Independent) 24-09-2018 Change in Designation
8 Suhas Sudhakar Joshi Managing Director 24-09-2018 Change in Designation
10 V.I.Garg Additional Director (Non- executive) 24-09-2018 Ceased
11 Raviprakash Narayan Vyas Additional Director (Independent) 12-11-2018 Appointed

Appointment and Resignation of KMP

Sr. Name of Director No. Designation Date of Appointment / Resignation Appointment / Resignation / Change in Designation
1 Suhas Sudhakar Joshi Managing Director 11-08-2018 Appointed
2 V.I.Garg Managing Director 11-08-2018 Resigned
3 Dilip Jagdish Bohra CS 31-10-2018 Resigned
4 Subhash Jhavarilal Purohit CS 31-12-2018 Appointed
5 Dineshkumar Laxminarayan Agrawal CFO 11-02-2019 Appointed

21. SUBSIDIARY COMPANIES JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year under review there are no Companies which have become or ceased to bethe Subsidiary/Holding/Joint Ventures/ Associate Companies.

22. DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014.

23. ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:

There are no orders passed by the regulator or courts or tribunals against the Companyimpacting status as going concern on its operations.

24. SECRETARIAL STANDARDS OF ICSI

The Central Government has given approval on April 10 2015 to the SecretarialStandards specified by the Institute of Company Secretary of India the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) cameinto effect from 1 July 2015. The Company is in compliance with the same.

25. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The details pertaining to adequacy of internal financial controls with reference to theFinancial Statements pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules 2014are annexed with the Auditors Report. Further it has been confirmed by the auditors thatthe internal financial controls are adequately maintained and are operating effectively.

26. DISCLOSURE OF MATERIAL CHANGES:

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company s financial position have occurred between the end of thefinancial year of the Company and date of this report.

27. COMMITTEES:

a. 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. The details of Composition and meetings AuditCommittee held has been mentioned in the Corporate Governance Report.

b. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company is in accordance with the requirements of Section 178 of the Act.

The details of composition of the Committee and the number of meetings held by thecommittee are mentioned in the Corporate Governance Report.

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

Major criteria / gist are defined in the Remuneration policy framed for appointment ofand payment of remuneration to the Directors of the Company. The remuneration policy isstated in the Corporate Governance Report. Also the policy has been uploaded on thewebsite of the Companyhttps://www.hazoormultiproject.com/Images/Nomination%20and%20Remuneratiion%20policy.pdf

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors of the company has constituted pursuant to Section 178 of the

Companies Act 2013 the Stakeholder s Relationship Committee.

The details of composition of the Committee and the number of meetings held by thecommittee are mentioned in the Corporate Governance Report.

28. STATUTORY DISCLOUSURE

Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in ANNEXURE IV.

29. LOAN FROM DIRECTORS

During the year under review your Company has not obtained any loan form the Directorsof the Company.

30. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review there were no incidents of frauds reported by theauditors to the Audit Committee or the Board under section 143(12) of the Companies Act2013.

31. PRESENTATION OF FINANCIAL RESULTS

The financial results of the Company for the year ended March 31 2019 have beendisclosed as per Schedule III to the Companies Act 2013.

32. CORPORATE GOVERNANCE:

Pursuant to Regulation 27(2) of the SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 a separate section titled Corporate Governance has beenincluded in this Annual Report alongwith Statutory Auditor s certificate on itscompliance.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place the "Policy on Prevention of Sexual Harassment at theWorkplace" in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year under reviewno complaints were received by the Committee constituted under sexual harassment act forthe Redressal.

34. ACKNOWLEDGEMENT:

The Board place on record their appreciations of the whole hearted and sincereco-operation received by the Company during the year from the employees customers/clients bankers and various Government authorities at all levels.

For and on behalf of the Board of Directors
Mr. Suhas Joshi Mrs. Munni Devi Jain
Managing Director Director
DIN: 01657318 DIN: 08194500
Address: Swarsudha Bunglow S. No.-7/3 7/4 Address: 205 Om Bhavna Appt. Navghar
Pinnac Memories Near City Pride Multiplex Road Kasturi Park Bhayander (E) Thane
Kothrud Pune 411038 Maharashtra 401105 Maharashtra
Date: August 23 2019
Place: Mumbai