Dear Members,
Your Directors have pleasure in presenting the Twelfth Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS (Standalone): (Amount in Lakhs)
2. OPERATIONAL PERFORMANCE :-
Revenue from operations during the year was Rs. Nil however the other income was Rs.242.50 Lacs as compared to previous year revenue from operations Rs. Nil and other income Rs. 233.15 Lacs
The Company has made a profit during the year is Rs. 89.24 Lacs as Compared to Last Year's profit Rs.117.37 Lacs.
3. MANAGEMENT DISCUSSION & ANALYSIS:
The detailed Management Discussion & Analysis Report for the year under review, as stipulated under Listing Regulations, is presented in a separate section forming part of the Annual Report.
4. DIVIDEND:
Due to the inadequate profits incurred by the Company during the financial year under review your directors are unable to recommend any dividend for F.Y. 2023-2024.
5. TRANSFER TO RESERVES:
The Company has not transferred any amount to the Reserves during the Year under Review.
6. AUDITORS REPORT
Comments made by the Statutory Auditors' Report are Self-Explanatory and do not require any further clarification.
7. SHARE CAPITAL:
The paid-up Equity Share Capital as on March 31, 2024, was Rs.15,28,98,000/-. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
8. RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act') and the Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions made by the Company during the year.
All Related Party Transactions are placed before the Audit Committee for approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
9. RISK MANAGEMENT:
Your Company has adopted a Risk Management Policy/ Plan in accordance with the provisions of the Companies Act, 2013 and Listing Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.
The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.
This risk management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies.
10. DIRECTORS:
Your Company's Board comprises of 5 Directors with considerable experience in their respective fields. Of these 2 are Executive Directors and 3 Non-Executive (Independent) Directors. The Chairman of the Board is an Executive Director. There has been change in composition of Directors during the financial year 2023-24, Mrs. Sushila Kirti Oza (DIN 07543069) an Independent Director has resigned from the post of Independent Director w.e.f 14th August 2023. Casual vacancy occurred at the post of Managing Director due to sad demise of Mr. Kantilal Lakhamshi Haria (DIN: 00585400) subsequently Mr. Bimal Kantilal Haria (DIN: 00585299) was appointed as an Additional Director of the Company w.e.f. 14th February 2024.
BOARD AND COMMITTEE MEETINGS:
Your Company's Board of Directors met 4 times during the financial year under review as per below mentioned dates. Agenda of the meetings were prepared and circulated in advance to your directors.
Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.
AUDIT COMMITTEE
Audit Committee of the Company as constituted by the Board is headed by Mr. Nitin Vasudev Oza, Mrs.Nehaben Kothari and Mrs. Sushila Oza and Mr. Mahesh Premchand Gosrani as Members. There has been change in the composition of the committee during the financial year. Mrs. Sushila Oza resigned with effect from 14th August 2023 and Mr. Mahesh Premchand Gosrani took place as a member with effect from 14th August 2023. 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.
PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS :
The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, and financial condition and compliance requirements.
The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a director's appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the resume of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee of the Company as constituted by the Board is headed by Mr. Nitin Vasudev Oza, Mrs.Nehaben Kothari and Mrs. Sushila Oza and Mr. Mahesh Premchand Gosrani as Members. There has been change in the composition of the committee during the financial year. Mrs. Sushila Oza resigned with effect from 14th August 2023 and Mr. Mahesh Premchand Gosrani took place as a member with effect from 14th August 2023. The Managing Directors of the Company are entitled for payment of Remuneration as decided by the Board of Directors, based on the recommendation of the Remuneration Committee. No remuneration is paid to any Non- Executive Directors during the financial year 1st April, 2023 to 31st March 2024.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR:
The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.
Independence: In accordance with the above criteria, a director will be considered as an ‘Independent Director' if he / she meets with the criteria for ‘Independent Director' as laid down in the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations.
Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Companies Act, 2013 the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors' as outlined in Schedule IV to the Act.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board had carried out an 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 structure of the Board, including qualifications, experience and competency of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance Redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management's performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.
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.
REMUNERATION POLICY:
Your Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and Senior Management, pursuant to the provisions of the Act and Listing Regulations.
The philosophy for remuneration of Directors, Key Managerial Personnel of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.
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. Details of the Remuneration Policy are given in the Corporate Governance Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
Stakeholders' Relationship Committee of the Company as constituted by the Board is headed by Mr.Nitin Vasudev Oza, Mr. Kantilal Haria and Mrs. Nehaben Kothari as Members. There have not been any instances during the year when recommendations of the Stakeholders Relationship Committee were not accepted by the Board. All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board.
11. LISTING OF SHARES:
Your Company's shares are listed on the BSE Limited. The Company has paid the listing fees for the year 2023-2024.
12. CORPORATE GOVERNANCE:
Your Company has implemented all the mandatory requirements pursuant to Listing Regulations. 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. Shilpa Ray & Associates, Company Secretaries in practice, confirming the compliance.
13. PUBLIC 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.
14. INTERNAL FINANCIAL CONTROLS:
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. In order to comply with section 138 of the Companies Act,2013 read with Rule 13 of Companies (Accounts) Rules, 2014 the Company has appointed internal auditor in the 2023-2024.
15. CORPORATE SOCIAL RESPONSIBILITY:
As a socially responsible Company, your Company has a strong sense of community responsibility. The Company, however, does not fall within the Criteria as laid down under section 135 of the Companies Act,2013 and therefore is not required to constitute a CSR Committee. Further the Company has not crossed the threshold limit of the minimum profits prescribed under section 135 of the Act hence the Company has not formulated any Policy.
16. 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 Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.
The Company has not received any complaint of sexual harassment during the financial year 2023-24.
17. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, 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 provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
19. AUDITORS:
STATUTORY AUDITORS:
M/s Rakchamps & Co. LLP., Chartered Accountants., have furnished eligibility certificate to continue the Statutory Audit for the period 2024-2025. M/s Rakchamps & Co. LLP., Chartered Accountants were appointed as the statutory auditors of the Company from the conclusion of the 10th AGM held in 2021 till the conclusion of the 15th Annual General Meeting to be held in 2026, not being subject to the ratification at every subsequent Annual General Meeting held after this Annual General Meeting.
Members are requested to note the continuation of M/s Rakchamps & Co. LLP., Chartered Accountants.
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 Shilpa Ray, Practicing Company Secretary, Practicing under the name & style M/S Shilpa Ray & Associates, CP No: 5311 to undertake the Secretarial Audit of the Company for the year ended 31st March, 2024. The Secretarial Audit Report is annexed to this report. The Secretarial Audit Report for the Financial Year ended March 31, 2024 contain certain qualification, reservation, adverse remark or disclaimer & which are suitably replied by the Board in their Report.
COST AUDITOR:
The Company is engaged in the business of trading of Textile fabrics. The following falls under table “C” under the CETA Heading 7323. However Since, the Overall turnover of the Company is neither rupees 100 crores or more and nor is the Turnover rupees 35 crore from individual products during the Year thus it was not required to appoint a Cost Auditor during the Year.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The company has given loans to sister companies during the year.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
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.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
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.
23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND FINANCIAL
PERFORMANCE THEREOF
The Company has neither any Subsidiary Company nor any Associate Companies. Further No Company has ceased to be the Subsidiary Company during the Year under Review. Hence there is nothing to Report in this Matter.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
25. 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 2023-24 are given below:
26. ANNUAL RETURN:
A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (‘the Act'), in the prescribed form, is hosted on the Company's website and can be accessed at www.hariaapparels.com .
27. AUDITORS' REPORT:
Comments made by the Statutory Auditors in the Auditors' Report are self- explanatory and do not require any further clarification.
28. 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: A. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; B. 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;
C. 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;
D. they have prepared the annual accounts on a going concern basis;
E. 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;
F. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
29. ACKNOWLEDGEMENT :
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.