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Haria Apparels Ltd.

BSE: 538081 | NSE: | Series: | ISIN: INE493N01012 | SECTOR: Textiles - Readymade Apparels

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Annual Report

For Year :
2015 2014

Director’s Report

Dear Members, The Directors have pleasure in presenting their Fourth Annual Report on the business and operation of the Company and the accounts for the Financial Year ended March 31 st, 2015. 1. Financial Summary or Highlights/Performance of the Company (Standalone) Particulars Financial Year ended 31st March, 2015 31st March, 2014 Total Income 2,05,85,676 1,76,30,545 Expenditure 3,46,70,789 2,53,79,955 Profit before Depreciation, 1,03,63,920 1,18,47,608 Finance Charges and Tax Interest and Finance Charges 38,69,343 37,83,795 Depreciation 2,05,79,690 1,58,13,223 Profit before Tax (1,40,85,113) (77,49,410) Taxes paid and provided 19,19,990 (4,48,581) Profit after Tax (1,60,05,104) (73,00,829) Transferred to Reserves NIL NIL Proposed Final Dividend NIL NIL Dividend distribution tax NIL NIL Balance (credit/debit) to be (1,92,15,531) (1,19,14,702) carried to balance sheet. 2. Operational Performance * Revenue from operations has increased during the year Rs.2.05 Cr as compared to previous year Rs.1.76 Cr. * The Company has suffered a Loss which has increased by Rs.1.60 Cr in the Current Year as Compared to Last Year''s Loss of Rs.0.73 Cr. 3. Management Discussion & Analysis The detailed Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report. 4. Dividend In view of the losses incurred by the Company during the financial year under review your Directors are unable to recommend any dividend for F.Y. 2014-2015. 5. Reserves The Company has not transferred any amount to the Reserves during the Year under Review. 6. Brief description of the Company''s working during the year/State of Company''s affair The Company is engaged in the Business of Manufacturing of Garments and trading of Goods. The Company has earned Rent Income and Dividend Income during the Year under Review. 7. Change in the nature of business, if any No Changes have occurred in the Nature of the Business during the Year under Review 8. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report No Material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. 9. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future No Significant and Material Orders have been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the Year under Review. 10. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. Your Company has in place adequate internal financial controls with reference to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. 11. Details of Subsidiary/Joint Ventures/Associate Companies As on March 31, 2015 your Company has one Subsidiaries / Associates. 1. Vilco Pharma Pvt. Ltd No Company has become or has ceased to become a Subsidiary/Associate Company during the Year under review. 12. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement. The Financial Position of the Associates is annexed to the Boards Report as Annexure A (AOC-1). 13. Deposits The Company has not accepted any Deposits within the meaning of section 73 of the Companies Act, 2013 and the Rules made there under. Hence, there is nothing to Report in this Matter. The Company has however repaid the Unsecured Loans from Inter-Corporate Deposits. 14. Statutory Auditors Kanak Rathod & Co Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves for re-appointment. M/s Kanak Rathod & Co, have furnished a certificate, confirming that if re-appointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Act. Pursuant to the provisions of the Act and the Rules made there under, it is proposed to appoint M/s Kanak Rathod & Co as the statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next Annual General Meeting, subject to ratification at every subsequent Annual General Meeting held after this Annual General Meeting. Members are requested to consider the re-appointment of M/s Kanak Rathod & Co and authorize the Board of Directors to fix their remuneration. INTERNALAUDITOR: As per the Companies Act, 2013 every Listed Company shall appoint an Internal Auditor or a firm of internal auditors within a period of six months from the date of commencement of Section 139 of the Companies Act, 2013 i.e. 01.04.2014. Your Directors have pleasure to intimate you that, your Company has appointed M/s.O.S. Agarwal & Associates as an Internal Auditor of the Company for the Financial Year 2014-2015, on the basis of the recommendation of Audit Committee at the meeting of the Board of Directors held on 30th May, 2014 in compliance of the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2013. Secretarial auditors: Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed CS. Milind Nirkhe, Practicing Company Secretary (Proprietor) , Practicing under the name & style M/S Milind Nirkhe & Associates, CP No: 2312 to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure. The Auditors'' Report and the Secretarial Audit Report for the financial year ended March 31, 2015 do not contain any qualification, reservation, adverse remark or disclaimer. Cost Auditor: The Company was engaged in trading of Fabrics during the Financial Year 2013-2014 & hence, the Company was not required to appoint the Cost Auditor for the Financial Year 2014-2015. 15. Auditors'' Report Comments made by the Statutory Auditors in the Auditors'' Report are self- explanatory and do not require any further clarification. 16. Share Capital The paid up Equity Share Capital as on March 31, 2015 was Rs. 15,28,98,000/- during the year under review. The Company has not issued any shares. A) Issue of equity shares with differential rights The Company has not issued shares with differential voting rights during the year B) Issue of sweat equity shares The Company has not issued employee stock options and does not have any scheme to fund its employees to purchase the shares of the Company C) Issue of employee stock options The Company has not issued sweat equity shares during the year 17. Extract of the annual return Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed as Annexure I. 18. Conservation of energy, technology absorption and foreign exchange earnings and outgo The Information Regarding Conservation of Energy & Technology Absorption is provided for in Annexure II Foreign Exchange Earnings and Outgo: Amount (Rupees) Total Foreign Exchange Inflow NIL Total Foreign Exchange outflow NIL 19. Corporate Social Responsibility (CSR) As a socially responsible Company, your Company has a strong sense of community responsibility. The Company however, does not fall within the above Criteria as laid down by the Act is not required to constitute a CSR Committee. Further the Company has been suffering a loss for the Last two Years; hence the Company has not formulated any Policy. 20. Directors: A) Changes in Directors and Key Managerial Personnel Appointments andchanges in Designation during the Year under Review. 1) Mr. Kamala Kantilal Haria was appointed as an Additional Director on 31/03/2015 to hold office till the Conclusion of the ensuing Annual General Meeting of the Company. B) Declaration by an Independent Director(s) and re- appointment, if any The Company has received Declaration from Independent directors Pursuant to the Provisions of Section 149 sub- section (6) of the Companies Act, 2013 C) Formal Annual Evaluaation ; Pursuant to the provisions of the Companies Act, 2013 the Board had carried out evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various 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/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board 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 of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board. 21. Number of meetings of the Board of Directors The Board of Directors of the Company has met 06 times during the Year under review Date of the meeting No. of Directors attended the meeting 30.05.2014 8 21.07.2014 8 14.08.2014 8 14.11.2014 8 14.02.2015 8 16.03.2015 8 22. Audit Committee : Audit Committee of the Company as constituted by the Board is headed by Mr. Mohith Suddala as the Chairman with Mr. Kantilal Haria and Mr. Nitin Oza as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board. All the recommendations made by the Audit Committee were accepted by the Board. 23. Details of establishment of vigil mechanism for directors and employees The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. 24. Nomination and Remuneration Committee The Nomination and Remuneration Committee has considered the following factors while formulating the Policy: (i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; (ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. 25. Policy on prevention, prohibition and redressal of sexual harassment at workplace: The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has less than 10 Employees and hence is not required to constitute the Internal Complaints Committee. 26. Particulars of loans, guarantees or investments under section 186 The Company has given Loans or Guarantees to Material Related Parties as detailed in Annexure IV. 27. Particulars of contracts or arrangements with related parties: The Particulars of Contracts or arrangements with related Parties is provided for in Annexure III (AOC-2) 28. Particulars of Employees During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. Hence, no particulars are required to be disclosed in this Report. The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed. The ratio of remuneration of each Director to the Median Remuneration of all employees who were on the payroll of the Company and the percentage increase in remuneration of the Directors during the financial year 2014-15 are given below: Directors Ratio to Median Percentage Increase in Remuneration NIL NIL NIL Secretarial Audit Report A Secretarial Audit Report given by M/s Milind Nirkhe & Associates, a company secretary in practice shall be annexed with the report. The Following Qualifications have been observed by the secretarial Auditor during the Audit Period. Secretarial Auditors Remarks Directors Reply The Company has not filed Form ADT-1: As reported to us by the Intimation to the ROC regarding Management of the Company, Appointment of the Statutory Auditor the Company is in the ,M/s Kanak Rathod & Co, Chartered process of filing the Accountants for the Financial Year following Forms with ROC/MCA 2014-2015. The Company does not have any Existing The company belongs to Haria Website registered and has thus not Group, the Company is in the Complied with the Requirements which process of developing its web follow with respect to Disclosures site. to be made by the Company on its Registered Website. The Company has not filed Form MGT-15: As reported to us by the A Report on each Annual General Meeting Management of the Company, the of the Company pursuant to the Company is in the process of provisions of Section 121(1) of filing thefollowing Forms with the Companies Act, 2013 read ROC/MCA with Rule 13(2) of the Companies (Management and Administration) Rules, 2014 The Company has not filed Form MGT-14: As reported to us by the Appointment of Secretarial Auditor Management of the Company, & Internal Auditor for the Financial the Company is in the process of Year 2014-2015 as well as for taking filing the following Forms on record Quarterly Financial with ROC/MCA Results for the Quarter ended June 30, 2014 & September, 30, 2014. Special Resolution passed at the Annual General Meeting held on 29/09/2014 under Section 180(1)(c) and 180(1)(a) read with Rules made there under. 29. Corporate Governance Certificate Your Company has implemented all the mandatory requirements pursuant to Clause 49 of the Listing Agreement. A separate report on Corporate Governance is given as a part of the Annual Report along with the certificate received from the Practicing Company Secretary, M/s. Milind Nirkhe & Associates, Company Secretaries, confirming the compliance 30. Risk Management Policy A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. 31. Directors'' Responsibility Statement In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; (ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets 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 and that such internal financial controls are adequate and are operating effectively; (vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 32. Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and on behalf of the Board of Directors Place:Mumbai Date: 14/08/2015

Director’s Report