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Directors Report of Haria Apparels Ltd.

Mar 31, 2015

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


Mar 31, 2014

The Members,

Haria Apparels Limited

The Directors hereby present the third Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGH LIGHTS :

FOR F.Y. FOR F.Y. 2013-14 2012-13

Revenue from Operations 16,50,160 8,26,110

Other Income 1,59,80,385 1,83,67,017

Total Income 1,76,30,545 1,92,18,841

Operating Expenses 95,66,732 92,21,799

Profit / (Loss) before Depreciation, Interest and Tax 80,63,813 (99,97,042)

Depreciation 1,58,13,223 1,68,12,098

Interest - -

Profit / (Loss) before Taxes (77,49,410) (68,15,056)

Tax Expenses:

Current Tax - -

Short / (Excess) provision for tax of earlier year(s) - -

Deferred Tax (4,48,581) 43,88,151

Profit/(Loss) for the period (73,00,829) (1,12,03,207)



DIVIDEND:

In view of the losses suffered by the Company during the year under review, the Board of Directors of your Company do not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 & in pursuance of the Articles of Association of the Company, Mr. Kantilal Haria retire by rotation, being eligible offer himself for re-appointment.

As per section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every listed company is required to have at least one-third of the total number of directors as Independent Directors. Accordingly, resolution proposing appointment of Mr. Nitin Oza & Mr. Mohith Suddala form part of the Notice of the Annual General Meeting and the Company has received requisite notice in writing under Section 160 of the Companies Act, 2013 in respect of their candidature.

The Company has also received declarations from all the Independents Directors of the Company confirming that they meet with the criteria of Independents as prescribed both under sub-section(6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BUSINESS RESULTS :

Due to unfavorable market condition and non remunerative realization your directors have decided to differ the commencement of manufacturing until required changes are implemented in the facilities so as to make it capable of producing garments more acceptable to the market and the operations viable as well. The management had envisaged revival in readymade garment business. Hence had identified machinery suppliers and obtained competitive quotes. As management was struggling to arrange finance from the financial institutions and bank market condition worsen during the period under consideration. Hence management chose to keep in abeyance ordering of machinery. The management expects revival in market condition in subsequent year and is planning to restart the operation.

STATUS OF BUSINESS OPERATION :

The company''s design-driven international business strategy has proved most challenging due to the economic situation in the EU, the UK and the US. It was further de-stabilised by the sharp forex fluctuation. The Rupee depreciation has been neutralised greatly, due to pressure from customers to lower USD prices, and by stubborn inflation. The company has met with some success in its business negotiations in its hitherto smaller markets, as well as entering some new markets, which show early promise. However the scale of committed business from buyers does not justify set up of the planned project. Rigorous efforts are underway to approach as many buyers as possible and being the Committed Business above critical mass.

CURENT MARKET SENARIOS & CHALLENGES :

The export of clothing from India (all fibres) declined during the financial year 2013 to USD 12.7 bn from USD 13.4 bn in the previous year, a decline of 5.5% in USD terms. However, in Rupee terms, the total exports were Rs.69,000 crore vs. Rs.64,341 crore the previous year, an increase of approximately 7% due to INR depreciation.

With the economic problems faced by the Euro Zone continuing, the serious decline in demand is of concern. In a futile attempt to induce volume growth, the retail prices offered to end consumers in the EU for like-tolike products (albeit of lower quality) have been reduced considerably, despite the brands and retailers enjoying healthier margins.

The demand situation in the US, although somewhat better than in the EU, continues to be weak. Consumer behaviour, prices and margins mirrored that of the EU. The margins have been made possible by exploiting the situation in Bangladesh and other countries who also have the benefit of lower tariffs, besides Government subsidies, as well as the enviable co- operation between Government and industry in these countries.

Despite Bangladesh enjoying preferential tariffs of "zero" duty in the EU, wages paid to the workers have been abysmally low, i.e. the equivalent of Rs. 2,000/- per month, for much longer working hours than those permitted in law-abiding countries like India, with human rights violations, non-enforcement of already-weak labour laws; working conditions there are hazardous, resulting in several widely-reported industrial accidents, one of which resulted in as many casualties as the Bhopal disaster.

Will the uproar generated globally endure- Consumer polls in the US and some European countries show a significant number of consumers there are checking the "country of origin" labels on clothing and refusing to buy Bangladeshi origin. The situation vis-a-vis competition is that China has had to perforce divert production of clothing for export because of its demographics, rising labour costs propelling available labour away from labour-intensive industries like clothing to higher value added industries – besides, China is also making a conscious effort to increase consumer demand within China, resulting in some production being diverted for consumption within China. However, they have diversified significant portions of their export production base offshore, to countries like Bangladesh, Myanmar, Vietnam and Cambodia.

The design-driven international business, notwithstanding lower volumes, increase in fabric prices during the second half of the year and higher depreciation, has remained profitable. There was a 10% increase in prices of cotton fabrics produced in India, in the second half. International fabric prices also, in Rupee terms, have been higher due to sharp depreciation of the Rupee. This has impacted profit margins of existing exporters, which have been exacerbated because of other factors as well.

The FTA with the EU which has been under discussion since 2007, has been in the final stages with just a few products continuing to be discussed, for nearly a year. There is also discussion on IPR, resulting from Indian Court judgements, which have adversely impacted the sentiment of large Pharma companies. Agreement has also to be reached in declaring India "Data Secure". Should the FTA be signed before elections in Germany and India, it would enable India to increase their exports to the EU, despite the weak market, and also to regain some of the market share lost to Bangladesh in the past.

Industry has aspired long for Government and the industry to work as a team in complete unison to achieve maximum competitive advantage for the nation. The industry looks to the Government to take the lead role in :- (a) fast track negotiation of favourable Trade Agreements (especially concretising EU before elections in India/Germany);

(b) helping eliminate the "export" of India''s taxes by virtue of an efficient mechanism to fully insulate and reimburse taxes of any type with a delivery system that eliminates delays;

(c) minor tweaking of labour laws;

(d) encouraging the export segment of the industry to diversify into the Indian market as well to enable them to build themselves into truly strong globally competitive players/brands;

(e) encouraging building of "Brand India", besides innovation and product development.

One also looks to the Government to review the Advance Licence /EODC system, which belong to a different era. In the past, several items of textiles were not permitted to be imported, and those that were, attracted rates of duty, which were much higher than they are today. Most of our competitor countries have a system where data is maintained of the value of fabric imported duty free and value of total clothing exports, with a separate reconciliation in value terms of exports (without claiming of Drawback) against duty free imports, which is submitted to the authorities periodically, and compulsorily squared up at the end of each financial year. The export obligation discharge certification is an extremely painful and time-consuming process, which requires an entire department working full time only on fulfilling this onerous/ unproductive task. A simple method, as is followed in competitor countries, is the need of the hour.

The Government has, consequent to the changes in the budget, re-constituted a high-powered Committee for reviewing the rate of duty drawback. The industry awaits the decision of this Committee with great anticipation as a step forward in combating the "export" of India''s taxes. The above steps would result in helping achieve higher unit realisation in some cases, and reduction in cost in all cases. They would sharpen India''s competitiveness considerably and enable us to gain substantial market share in new markets, as also in recapturing lost market share in the EU and the US when their economies stabilise – the US is already showing signs of improvement.

Textile industry is can definitely address the most serious problem the country is facing, i.e. the Current Account Deficit, besides creating gender sensitive employment, in compliance with prevalent Laws of the Land.

DISCLOSURE UNDER THE STOCK EXCHANGE LISTING AGREEMENT:

In accordance with the amended Listing Agreement with respective Stock Exchanges, it is hereby confirmed that the Company''s Shares are listed at the BSE Limited. The Company has paid the listing fees for the year 2013–2014.

FIXED DEPOSITS:

Your company has invited/accepted fresh deposits including unsecured loans falling within the purview of Section 58A of the Act read with the Companies (Acceptance of Deposits) Rules, 1975 during the financial year under review.

However, the said Unsecured Loan which were enjoyed by the Company are from exempted categories covered under Clause 2 (b) (iv) & 2 (b) (ix) of Companies (Acceptance Deposit Rules), 1975.

AUDITORS:

M/s. Kanak Rathod & Co., Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors, based on the recommendation of the Audit Committee at their meeting held on 30th May, 2014 recommended the appointment of M/s. Kanak Rathod & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of 6th Annual General Meeting of the Company subject to approval of the Shareholders each year and ratification at every annual general meeting to be held up to the financial year 2016-2017 on such remuneration as may be approved by the Audit Committee of the Board.

AUDITOR''S REPORT:

Comments made by the Statutory Auditors in the Auditors'' Report are self- explanatory and do not require any further clarification.

INTERNAL AUDITOR:

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 AUDIT REPORT:

As per Companies Act, 2013 every listed company and every public company having a paid up share capital of Rs. fifty core or more; or every public company having a turnover of Rs. two hundred fifty crore or more is required to conduct Secretarial Audit by a Company Secretary in Practice.

Accordingly, the Board of Directors in its meeting held on 30th May, 2014 appointed Mr. Milind Nirkhe, Practicing Company Secretary, Proprietor of M/s. Milind Nirkhe & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report will confirm that the Company has complied with all the applicable provisions of the Companies Act, 2013 and rules made thereunder ,the Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI), Foreign Direct Investment (FDI) and External Commercial Borrowings (ECB), all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Securities and Exchange Board of India (Register to an issue and share Transfer Agents) Regulations, 1993, Secretarial Standard issued by ICSI ,Listing Agreements with the Stock Exchanges and the Memorandum and Article Association of the Company, and other applicable laws/ rules/ regulations etc., if any, as mentioned in form No. MR-3 Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014.

CORPORATE GOVERNANCE:

Your Company is committed to achieving the best standards of Corporate Governance. To achieve this, your Company is striving to adopt best practices in Corporate Governance. The requirements of Clause 49 of the Listing Agreement have been compiled by the Company in the financial year 2013-2014. The Certificate of M/s. Milind Nirkhe & Associates, Practicing Company Secretaries regarding Compliance of the Corporate Governance Code is annexed herewith. The Company has been complying with Corporate Governance to the extent and in the manner set out in Annexure ''B'' forming part of this Report.

PARTICULARS OF EMPLOYEES:

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and the Companies (Particulars of Employees) Amendment Rules, 2011. Hence, no particulars are required to be disclosed in this Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars of conservation of energy, Technology Absorption and Foreign Exchange earnings and outgo pursuant to section 217(1) (e) of the Companies Act. 1956, read with the rules there under is given in the Annexure – A to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the period ended 31st March, 2014, the applicable accounting standards have been followed along-with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the period ended 31st March, 2014 on a ''going concern'' basis.

APPRECIATION:

We thank our Clients, Investors, Dealers, Suppliers and Bankers for their continued support during the year. We place on record our appreciation for the contributions made by employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors

Place : Mumbai Kantilal Haria Date : 30/05/2014 Chairman

 
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