To
The Members
HARI GOVIND INTERNATIONAL LIMITED,
Your Directors have pleasure in presenting the 35th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2024 and the report of the Directors theron.
Financial Results:
(Amount in Rs.)
Particulars
Total Revenue (Including Other Income)
Total Expenses
Profit / (Loss) before Prior period, Exceptional and Extra-Ordinary items.
Prior Period items
Exceptional items
Tax Expenses
Profit / (Loss) for the Year
Performance of the Company during the year under review:
During the year under review company did not carried on any business. The Directors of the Company have been exploring various diversified opportunities and new business areas to take up the company into new heights.
Future Outlook:
Overall performance of the industry is dull and the company is diversifying itself into other business areas and to explore international markets.
Dividend:
The Board of Directors do not recommend any Dividend for the year 2023-24 considering the financial situation of the company.
Fixed deposits:
During the year under review, the Company has not accepted any fixed deposits and there are no fixed deposits, which are pending repayment.
Subsidiary Companies:
Your Company does not have any subsidiary company during the year under review. Company is not a subsidiary company of any Company.
Directors:
In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Jugalkishore Harikishan Maniyar, Director of the company retires by rotation at this AGM being eligible, offer himself for re-appointment.
Pursuant to the provisions of Section 149, and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any statutory modifications or reenactments thereof for the time being in force) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the company in general meeting has to confirm the appointment of the Independent director within 3 months from the date of such appointment.
Board Meetings:
Six meetings of the Board of Directors were held during the year on 30th May 2023, 26th June 2023, 08th August 2023, 16th August 2023, 10th November 2023 and on 12th February 2024. For further details, please refer report on Corporate Governance of this Annual Report.
Declaration by Independent Director:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.
The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.
Directors' Responsibility statement:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) shall state that—
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had 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 and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively.
Audit Committees, Nomination & Remuneration, CSR and Stakeholders Relationship Committee:
There are 4 committee formed by the Company namely,
(i) Audit Committee
(ii) Nomination & Remuneration Committee
(iii) Stakeholders Relationship Committee
(iv) Corporate Social Responsibility Committee
All the committees comprise of Ms. Sunita Maniyar, Ms. Aruna Menkudale & Mr. Mayur Bhailal Bhanushali as the committee members.
Corporate Governance:
Even though the Company is outside the purview of compulsory compliance requirements of Clause 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it has complied with the requirements of the Code of Corporate Governance as stipulated in clause 27 of the SEBI (LODR) Regulations, 2015. A Report on Corporate Governance along with Certification by the Managing Director is attached to this Directors' Report.
Auditors:
The term of office of the statutory auditors M/s. C V Paturkar & Co, Chartered Accountants, will end up on the ensuing Annual General Meeting unless re-appointed at the Annual General Meeting. The retiring Auditors being eligible for re-appointment offers themselves for re-appointment and if re-appointed the their appointment will be valid for a term of 5 years from the financial year 2024-25 to 2028-29 to hold the office till the conclusion of the annual General Meeting for the financial year 2028-29. The Auditor's Report for the financial year ended March 31, 2024 is annexed herewith and is part of the Annual Report.
Secretarial Auditor:
Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 the Board appointed Mr. Roy Jacob, Practicing Company Secretary, to conduct Secretarial Audit for the financial year
2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is form part of the Board Report and is annexed as Annexure-1.
Employee Relations:
The relations between the employees and management continued to be cordial during the year.
Particulars of Employees and related disclosures:
No employee of the company is drawing remuneration in excess of the limits set out in terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Particulars as required under section 134(3) (m) of the Companies Act, 2013 read with the companies (Accounts) Rules, 2014:
1. Conservation of Energy, Technology Absorption:
The particulars regarding the disclosure of the conservation of energy, technology absorption, as required under Section 134(3) (m) of the Companies Act, 2013 read with the companies (Accounts) Rules, 2014 are given below.
2. Energy Conservation Measures Taken:
The Company continues to accord high priority to conserve the energy. There is no manufacturing activity is carrying on the company at present.
3. Foreign Exchange Inflow & Outgo:
a) Activities relating to Exports, Initiatives taken to increase Exports, Developments of new Export Market for products and Services and Export Plans:
The Company has not undertaken any export activities. The company is looking out for Export Opportunities.
b) Total Foreign Exchange used and earned:
Used : Nil
Earned : Nil
Risk Management:
Risk Management Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.
The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks.
The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.
Comments of the Board of Directors on Qualifications on Auditors Reports: Auditors Qualifications if any are self explanatory and does not require any comments
Board Comments on Secretarial Audit Qualifications:
The Secretarial Audit Qualifications are replied as follows:
1. Company does not have proper board process and compliance mechanism.
2. There is no record available regarding dispatch of notice for the AGM held on 21st September, 2023.
The Company had dispatched the notice of the AGM to all its Shareholders. Particulars of loans, guarantees or investments under section 186:
Company has not provided loans, investments and guarantees during the year.
Related Party Transaction under sub-section (1) of section 188:
During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is provided in the company's web site.
Acknowledgments:
The Management is grateful to the Regulatory Authorities, Share holders, Company's Bankers, Financial Institutions, Insurance Companies, Investors, Clients, Business Associates for their continued support and co-operation.
The Directors also wish to place on record their appreciation for the co-operation, active involvement and dedication of the employees.