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Directors Report of Haria Exports Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Annual Report on the business and operation of the Company and the accounts for the Financial Year ended March 31st, 2015.

1. Financial Summary or Highlights/Performance of the Company (Standalone)

Particulars Financial Year ended

31st March, 2015 31st March, 2014

Total Income 19,48,085 2,67,66,380

Expenditure 42,72,345 3,81,24,217

Profit before Depreciation, (23,24,260) (1,10,16,737) Finance Charges and Tax

Interest and Finance Charges NIL NIL

Depreciation NIL 3,41,100

Profit before Tax (23,24,260) (1,13,57,837)

Taxes paid and provided 9,27,000 67,01,266

Profit after Tax (32,51,260) (1,80,59,103)

Transferred to Reserves NIL NIL

Proposed Final Dividend NIL NIL

Dividend distribution tax NIL NIL

Balance (credit/debit) to be (32,51,260) (1,80,59,103) carried to balance sheet.

Operational Performance

* Revenue from operations during the year is Rs.0.19 Cr as compared to previous year Rs.2.68 Cr.

* The Company has suffered a Loss during the year is Rs.0.32 Cr as Compared to Last Year's Loss of Rs.1.80 Cr.

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.

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.

Transfer to Reserves

The Company has not transferred any amount to the Reserves during the Year under Review.

Brief description of the Company's working during the year/State of Company's affair

The Company is in the Business of Manufacturing of Notebooks and Plastic Preform and also engaged in trading of goods. The Company has during the Year under review earned Income from Sale of Products.

Change in the nature of business, if any

No Changes have occurred in the Nature of the Business during the Year under Review

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.

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.

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.

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.

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.

Auditors:

Statutory Auditors

SUNDERJI GOSAR & 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 SUNDERJI GOSAR & 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 SUNDERJI GOSAR & 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 SUNDERJI GOSAR & CO and authorize the Board of Directors to fix their remuneration.

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 Secretarial Audit Report for the financial year ended March 31, 2015 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 Manufacturing of Plastic Preform and the Manufacture of Notebooks. The following falls under table "C" under the CETA Heading 3901 to 3914, 3916 to 3921;3925. 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 under Review.

Auditors' Report

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

Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 115,500,000/- during the year under review. The Company has not issued any shares.

Shares with Differential Voting Rights

The Company has not issued shares with differential voting rights during the year

Issued Employee Stock Options / ESOP

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

Issue of Sweat Equity

The Company has not issued sweat equity shares during the year

Extract Of 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.

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

Directors:

A) Changes in Directors and Key Managerial Personnel

Appointments and changes 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.

2) Mr. Mohith Ramamurthy Suddala was appointed as an Additional director on 01/10/2014 to hold office till the Conclusion of the ensuing Annual General Meeting of the Company.

3) Mr.Sunil Mistry ceased to be a Director of the Company on account of non re-appointment at the Forty Fourth Annual General Meeting of the Members of the Company w.e.f. 29/09/2014.

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) Annual Evaluation Of Board Performance And Performance Of Its Committee And Of Director :

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.

D) Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013 a company shall have at least one Woman Director on the Board of the Company. Your Company has appointed Ms. Kamala Haria as an Additional Director on the Board w.e.f March 31, 2015, who holds office till the date of the ensuing Annual General Meeting of the Company.

Number of meetings of the Board of Directors

The Board of Directors of the Company has met 04 times during the Year under review

Date of the No. of Directors attended meeting the meeting

30.05.2014 3

30.06.2014 3

23.07.2014 3

14.08.2014 3

Date of the No. of Directors attended meeting the meeting

14.11.2014 4

14.02.2015 4

31.03.2015 4

Audit Committee :

Audit Committee of the Company as constituted by the Board is headed by Mr. Nitin Vasudev Oza, Mr. Mohith Ramamurthy Suddala and Mr. Manish Kantilal Haria 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.

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.

Nomination and Remuneration Committee

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, 2014 to 31st March 2015 except sitting fee for attending Board meetings and committee meetings.

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.

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 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.

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.

Particulars of loans, guarantees or investments under section 186

No Loans or Guarantees are given nor are any Investments made by the Company under Section 186 of the Companies Act, 2013.

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)

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 Appointed a As disclosed in the Audited Company Secretary in pursuance of Annual Accounts of the Company Section 203 of the Companies Act, for the Financial 2014-2015, 2013 and The Companies (Appointment the Company has managed to and Remuneration of Managerial earn a Meager Income from its Personnel) Rules, 2014 during the Operations. All round efforts Year under Review. are made by the Company to improve the Financial Position of the Company in order to earn Business Income/ opportunities and to enable the Company to Appoint the Company Secretary..

The Company does not have any The company belongs to Haria Existing Website registered and Group, the Company is in the has thus not Complied with the process of developing its Requirements which follow with web site. respect to Disclosures to be made by the Company on its Registered Website.

The Company has Not filed Form As reported to us by the ADT-1: Intimation to the ROC Management of the Company, regarding Appointment of the the Company is in Statutory Auditor, M/s Sunderji the process of filing the Gosar & Co, Chartered Accountants following Forms with ROC/MCA for the Financial Year 2014-2015.

The Company has Not Form MGT-15: As reported to us by the A Report on each Annual General Management of the Company, the Meeting of the Company pursuant Company is in the process of to the provisions of Section 121(1) filing the following Forms of the Companies Act, 2013 read with ROC/MCA with Rule 13(2) of the Companies (Management and Administration) Rules, 2014.

The Company has not filed form As reported to us by the MR-1: Intimation to ROC regarding Management of the Company, appointment of Mr. Kantilal Haria the Company is in the process & Manish Haria as Managing Directors of filing the following Forms & Joint Managing Director with ROC/MCA respectively of the Company for a period of 3 Years w.e.f. 08/ 012015, Pursuant to Section 196 read with Section 197 and Schedule V of the Companies Act, 2013 and pursuant to Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Company has not filed form Form As reported to us by the MGT-14:Appointment of Secretarial Management of the Company, Auditor & Internal Auditor for the the Company is in the process of Financial Year 2014-2015 as well as filing the following Forms with for taking on record Quarterly ROC/MCA Financial Results for the Quarter ended June 30, 2014 & September, 30, 2014 & approval of Director's Report as on August 14th, 2014 . Appointment of Mr Kantilal Haria as the Managing Director of the Company, pursuant to Section 196 of the Companies Act, 2013 read with rule made there under. 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.

Risk Management

Your Company has adopted a Risk Management Policy/ Plan in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 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.

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 Listing Agreement. 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.

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 Clause 49 of the Listing Agreement.

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 Clause 49 of the Listing Agreement.

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.

Corporate Governance

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.

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

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.

Acknowledgement

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

By Order of the Board of Directors For Haria Exports Limited

KANTILAL LAKHAMSHI HARIA Chairman & Managing Director

Date : 14.08.2015 Place: Mumbai


Mar 31, 2014

Dear Members,

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

FINANCIAL HIGHLIGHTS:

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

Revenue from Operations 1,17,25,352 3,68,83,337

Others Income 1,50,41,028 1,97,86,122

Total Income 2,67,66,380 5,66,69,459

Operating Expenses 3,77,83,117 6,07,40,834

Profit / (Loss) before Depreciation, Interest and Tax (1,10,16,737) (40,71,375)

Depreciation 3,41,100 15,29,882

Interest - -

Profit / (Loss) before Taxes (1,13,57,837) (56,01,257)

Tax Expenses :

Current Tax 67,01,266 -

Short / (Excess) provision - 9,280 for tax of earlier year (s)

Deferred Tax - (61,62,914)

Profit/(Loss) after tax from continuing operations (After Tax) - (10,21,379)

Profit and loss from Discontinuing operations - 5,24,946

Less: Tax expenses on Discontinuing operations - (10,58,090)

Profit from Discontinuing operations (After Tax) - 15,83,035

Profit/(Loss) for the period (1,80,59,103) 5,61,657

DIVIDEND:

In view of the losses incurred 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 ofthe Company, Mr. Manish 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. Sunil Mistry 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 ofthe Listing Agreement.

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. Sunderji Gosar & 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. Sunderji Gosar & 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 47th 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 (FRN: 114593W) 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'' 3 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.

By The Order Of The Board Of Directors

Place: Mumbai Kantilal Haria Date: 14.08.2014 Chairman & Managing Director


Mar 31, 2013

TO, THE MEMBERS of M/S. HARIA EXPORTS LIMITED MUMBAI.

The Directors have pleasure in presenting their 43rd Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS :

The Financial Results of the Company for the year ended 31st March, 2013 are summarized as under:

Year Ended (Rs. in Lacs)

Particulars 31st March, 2013 31st March, 2012

Sales and other Income 587.86 739.75

Increase/(Decrease) in stock 55.75 (81.26)

Less: Expenditure 572.83 717.27

Profit Before Depreciation (40.71) (58.78)

Less: Depreciation 15.30 82.44

Profit Before Tax (56.01) (141.22)

Less: Provision for Tax - -

Profit After Tax (56.01) (141.22)

Less: Prior period Expenses 0.09 -

(56.11) (141.22)

Add: Deferred Tax (19.79) 84.18

Net Profit (36.32) (57.03)

Add: Balance Brought Forward - 57.03

Balance Available for Appropriation (36.32) -

Less: Proposed Dividend for the year N.A. N.A.

Less: Transfer to General Reserve N.A. N.A.

Balance Transferred to Balance Sheet (36.32) N.A.

1. DIVIDEND:

Your Directors do not recommend any Dividend for the year 2012 - 2013.

2) Deposits:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits Rule) 1975 during the year under review.

4) Directors:

In accordance with the Articles of Association, Mr. Nitin V Oza retire by rotation and being eligible, offer himself for re-appointment.

5) Directors'' Responsibility Statement:

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

(1) That in preparation of the Annual Accounts for the year ended 31st March, 2013; the applicable accounting standard shave been followed along with proper explanation relating to material departures, if any.

(2) That such Accounting Policies as mentioned in Note No. 2 of the Annual Accounts has been selected and applied consistently and judgments and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2013 and of the Profit of your Company for that year.

(3) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Provisions of Companies Act, 1956 for safeguarding the Assets of your Company and for preventing and detecting fraud and other irregularities.

(4) That the Annual accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

6) 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 has been compiled by the Company in the financial year 2012 - 2013. The Certificate of M/s. Sunderji Gosar & Co. the Statutory Auditors of the Company 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.

7) Conservation of Energy, Technology, Absorption and Foreign Exchange:

Information under Section 217 (1)(e) read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "A"

8) Particulars of Employees:

The Company does not have any Employee whose information are required to be given pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

9) Auditors:

M/s. Sunderji Gosar & Co, Chartered Accountants, Mumbai, Auditors of the Company will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Members are requested to re-appoint the Auditors and authorize the board to fix their remuneration.

Explanation u/s. 213(2) of the Companies Act, 1956:

As regards Auditors remark in note no. "1"of notes to Account it is self explanatory needs and no further explanation.

Appreciation:

The Board wishes to record its appreciation of the efforts put in by the employees of the company, which has enabled it to grow impressively. The Directors thank the customers, vendors, investors, press and bankers for their continued support of your Company''s growth. Your Directors thank the Government of India, Government of Maharashtra, Government of Gujarat, Director General of Foreign Trade, Apparel Export Promotion Council, Reserve Bank of India and other Governmental Agencies for their support during the year and look forward to their continued support.

On Behalf of the Board of Directors

Place : Mumbai (KANTILAL L. HARIA)

Date : 30/05/2013 Chairman & Managing Director


Mar 31, 2012

TO, THE MEMBERS of M/S. HARIA EXPORTS LIMITED MUMBAI.

The Directors have pleasure in presenting their 42 nd Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS :

The F inancial Results of the Company for the year ended 31st March, 2012 are summarized as under:

Year Ended (Rs. in Lacs)

Particulars 31st March, 2012 31st March, 2011

Sales and other Income 739.75 805.88

Increase/(Decrease) in stock (81.26) (11.72)

Less: Expenditure 717.27 827.32

Profit Before Depreciation (58.78) (33.16)

Less: Depreciation 82.44 77.21

Profit Before Tax (141.22) (110.37)

Less: Provision for Tax - -

Profit After Tax (141.22) (110.37)

Less: Prior period Expenses - 6.09

(141.22) (116.46)

Add: Deferred Tax 84.18 46.07

Net Profit (57.03) (70.40)

Add: Balance Brought Forward 57.03 191.82

Balance Available for Appropriation - 121.42

Less: Proposed Dividend for the year N.A. NIL

Less: Transfer to General Reserve N.A. NIL

Balance Transferred to Balance Sheet N.A. 121.42

1. DIVIDEND:

Your Directors do not recommend any Dividend for the year 2011 - 2012.

2) Deposits:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits Rule) 1975 during the year under review.

3) Directors:

In accordance with the Articles of Association, Mr. Sunil P. Mistry retire by rotation and being eligible, offer himself for re-appointment.

4) Directors'' Responsibility Statement:

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

(1) That in preparation of the Annual Accounts for the year ended 31st March, 2012; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(2) That such Accounting Policies as mentioned in Note No. 2 of the Annual Accounts has been selected and applied consistently and judgments and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2012 and of the Profit of your Company for that year.

(3) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Provisions of Companies Act, 1956 for safeguarding the Assets of your Company and for preventing and detecting fraud and other irregularities.

(4) That the Annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

5) 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 has been compiled by the Company in the financial year 2011 - 2012. The Certificate of M/s. Sunderji Gosar & Co. the Statutory Auditors of the Company 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.

6) Conservation of Energy, Technology, Absorption and Foreign Exchange:

Information under Section 217 (1)(e) read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "A”

7) Particulars of Employees:

The Company does not have any Employee whose information are required to be given pursuant to Sectio n 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

8) Auditors:

M/s. Sunderji Gosar & Co, Chartered Accountants, Mumbai, Auditors of the Company will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Members are requested to re-appoint the Auditors and authorize the board to fix their remuneration.

Explanation u/s. 213(2) of the Companies Act, 1956:

As regards Auditors remark in note no. "2” of notes to Account it is self explanatory needs and no further explanation. Appreciation:

The Board wishes to record its appreciation of the efforts put in by the employees of the company, which has enabled it to grow impressively. The Directors thank the customers, vendors, investors, press and bankers for their continued support of your Company''s growth. Your Directors thank the Government of India, Government of Maharashtra, Government of Gujarat, Director General of Foreign Trade, Apparel Export Promotion Council, Reserve Bank of India and other Governmental Agencies for their support during the year and look forward to their continued support.

On Behalf of the Board of Directors

Place : Mumbai (KANTILAL L. HARIA)

Date : 30/05/2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 40th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2010.

FENANCIAL RESULTS:

The Financial Results of the Company for the year ended 31 st March, 2010 are summarized as under:

Year Ended

(Rupees in Lacs)

Particulars 31st March, 31st March,

2010 2009

Sales and other Income 696.61 247.07

Increase/(Decrease) in stock (48.80) 80.91

Less: Expenditure 57073 25448

Profit Before Depreciation 77.08 73.49 Less: Depreciation 64.78 68.58

Profit Before Tax 12.31 4.91

Less: Provision for Tax 1.90 0.51

Profit After Tax 10.41 4.40

Less: Prior period Expenses 1.72 0.75

8.69 3.65

Add: Deferred Tax (23.74) 343

Net Profit (15.05) 6.78

Add: Balance Brought Forward 206.87 20009

Balance Available for Appropriation 191.82 206.87

Less: Proposed Dividend for the year NIL NIL

Less: Transfer to General Reserve NIL NIL

Balance Transferred to Balance Sheet 191.82 206.87

1. DIVIDEND:

The Directors do not recommend any Dividend for the year 2009 - 2010.

2. MANAGEMENT ANALYSIS:

2.1 Industry Structure & Development:

The textile industry occupies a unique place in the economy of the country by virtue of its contribution to Industrial output, employment generation and Foreign exchange earnings. Even though the textile industry has the distinctive advantage in respect of raw material and skilled labour, the industry is suffering from technology obsolescence which in turn affects the quality, productivity and cost effectiveness. The textile and clothing are closely related with textiles providing major input to the clothing industry. International trades were regulated by the Agreement on Textiles and Clothing (ATC) at the multilateral level with various bilateral and regional trade agreements. The ATC called for phasing out of quota restrictions by putting pre-condition to the formation of World trade Organization (WTO). The textile and clothing sector has become subject to the World Trade Organization (WTO), after removal of quotas from 1st January 2005. China has been re-imposed with restrictions both from E.U. and the U.S.A. which helps India to further increase its presence in the global apparel industry. The Indian textile industry plays a vital role in the Indian economy by contributing to GDP, generating employment and earning foreign exchange. An estimated 38 million people are directly employed in the textile industry in India and contributes to 4% of GDP and 20% of total export earnings. India currently exports more than one hundred garment product categories and out of this, cotton apparel exports dominate, contributing nearly 76% by value and synthetic constitutes 12%. Indian textile exports is expected to grow from the current levels to US$ 50 billion by 2010, consequent to quota removal, apparel being US$25 billion.

2.2 Manufacturing of Note-Books:

The company has set up plant for manufacturing of note books keeping in view the market as the product is highly used in the Consumer market and the company can avail the maximum benefits from this product. The company had commenced its production of note books in December, 2008 and also marketed the same during the said period. The sales had considerably reached to an higher extent in a very short period. Your company expects that the turnover of this product will still rise in the near future.

2.3. Opportunities & Threats:

After dismantling of quotas, India seems to benefit due to raw material, design skills and skilled labour advantages. India is the worlds third largest producer of cotton, second largest producer of cotton yarn, third largest exporter of cotton fabric and fourth largest exporter of synthetic fabric. With the establishment of training institutions like National Institute of Fashion Technology (NIFT), many high quality designers, who are able to create modern designs and interact with the buyers, are emerging. This is a distinctive advantage that Indian companies have and which has not yet been exploited. India already enjoys a significant competitive advantage in terms of labour cost per hour over developed countries like USA. EU, and Hong Kong, Taiwan Singapore etc. India is rich in traditional workers adept at value adding tasks such as embroidery, minor work, and beading and at marketing complex garments. Apart from these, USA and EU imposed quotas on China recently, which would benefit India in consolidating its market share and good political relations with these two countries would further help. In spite of above advantages that India has, there would be pricing pressures in view of dismantling of quotas as new small and medium manufacturers would crop in not only within India but also from other countries where similar quotas were imposed earlier. Also India has geographical disadvantage which takes little longer time to reach its products to the key markets. It seems the price has been, more or less, stabilized and the buyers are looking for quality manufactures, even if it costs little more.

2.4 Risks and Concerns:

The risk factor is that with the opening up of international markets, after removal of quota system, there may be pricing pressure on products due to various suppliers who will start competing for the same orders in the international markets. Apart from the above the Industry is exposed to foreign currency risk. The Government of India has instituted several policies to promote the growth and these include interest rate subsidies, duty/tax reimbursement schemes etc. Withdrawal/termination of any of these policies / schemes may adversely impact the profitability of the Company. Also wage costs in India have been significantly lower than the wage costs in the developed countries for skilled professionals in the textile industry, which has been our competitive strength. Wage increase in India my prevent industry from sustaining this competitive advantage and may negatively affect our profit margins.

2.5 Internal Control System and their adequacy:

The Company is committed to maintaining an effective system of internal control for facilitating accurate, reliable and speedy compilation of financial information, safeguarding the assets and interests of the Company and ensuring compliance with all laws and regulations. The Company has an internal control department to monitor, review and update internal controls on an ongoing basis. The Company has put in place a well-defined organization structure, authority levels and internal guidelines for conducting business transactions. The minutes of Audit Committee would be reviewed by the Board for its suggestions/recommendations to further improve the internal control systems.

The Audit Committee periodically reviews audit plans, observations and recommendations of external auditors with reference to significant risk areas and adequacy of internal controls.

2.6 Financial Analysis:

BALANCESHEET

(RUPEES IN LACS)

31/03/2010 31/03/2009

1. Share Capital 574 574

2 Reserve & Surplus 1289 1304

3. Loans (Secured) 19.27 26.73

4. Unsecured Loans 1464 1299

5. Provision for Taxation 1.90 0.50

6. Net Fixed Assets 542 523

7. Net Current Assets 2803 2680

2.7. Human Resources:

The Company believes that its people are a key differentiator, especially in knowledge driven, competitive and global business environment. Adapting work culture to suit the dynamic balancing of people requirements and employee needs is an ongoing process. Fundamental HR processes which enable higher performance orientation, speed, skill and competency development, talent management and human asset are corner stones for the success of any organi- zation. As in the past, the industrial relations continued to remain cordial at all factories / units of the Company.

3) Deposits:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits Rule) 1975 during the year under review.

4) Directors:

In accordance with the Articles of Association, Mr. Kantilal Maru and Mr. Lalit Kothari retire by rotation and being eligible, offer themselves for re-appointment.

5) Directors Responsibility Statement:

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

(1) That in preparation of the Annual Accounts for the year ended 31 st March, 2010; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. However certain expenses including commission, quota sale and purchase are accounted on cash basis and not on accrual basis.

(2) That such Accounting Policies as mentioned in Schedule 20 of the Annual Accounts has been selected and applied consistently and judgments and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31 st March, 2010 and of the Profit of your Company for that year.

(3) That proper and sufficient care has been taken for the maintenance, of adequate accounting records in accordance with the Provisions of Companies Act, 1956 for safeguarding the Assets of your Company and for preventing and detecting fraud and other irregularities.

(4) That the Annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

6) 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 has been complied by the Company in the financial year 2009 - 2010. The Certificate of M/s. Sunderji Gosar & Co. the Statutory Auditors of the Company 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.

7) Conservation of Energy, Technology, Absorption and Foreign Exchange:

Information under Section 217(1 )(e) read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "A"

8) Particulars of Employees:

The Company does not have any Employee whose information are required to be given pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

9) Auditors:

M/s. Sunderji Gosar & Co, Chartered Accountants, Mumbai, Auditors of the Company will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Members are requested to reappoint the Auditors and authorise the board to fix their remuneration.

Explanation u/s. 213(2) of the Companies Act, 1956:

As regards Auditors remark in note no.P" of notes to Account it is self explanatory and needs no further explanation.

Appreciation:

The Board wishes to record its appreciation of the efforts put in by the employees of the company, which has enabled it to grow impressively. The Directors thank the customers, vendors, investors, press and bankers for their continued support of your Companys growth. Your Directors thank the Government of India, Government of Maharashtra, Government of Gujarat, Director General of Foreign Trade, Apparel Export Promotion Council, Reserve Bank of India and other Governmental Agencies for their support during the year and look forward to their continued support.

On Behalf of the Board of Directors



(KANTILALL.HARIA)

Chairman & Managing Director

Date: 31st May, 2010

Place: Mumbai




Mar 31, 2004

The Directors have pleasure in presenting the 34th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2004.

FINANCIAL RESULTS:

The Financial Results of the Company for the year ended 31st March, 2004 are summarized as under:

Particulars YEAR ENDED

(Rs. in Lacs) 31st March, 2004 31st March, 2003

Sales and other Income 7813.36 3295.44

Increase/(Decrease) in stock (25.29) (92.34)

Less: Expenditure 7784.06 3059.20

Profit Before Depreciation 4.01 143.90

Less: Depreciation 200.24 99.96

Profit Before Tax (196.23) 43.94

Less: Provision for Tax - -

Profit After Tax (196.23) 43.94

Less: Prior period adjustments 0.62 00.92

(196.85) 43.02

Add: Prior period Tax Adjusts 164.68 14.98

(32.17) 28.04

Add: Balance Brought Forward 1198.07 1230.68

Balance Available for Appropriation 1165.90 1258.72

Less: Proposed Dividend for the year - 49.20

Less/(Add): Corporate Tax on Dividend (written back) - 6.45

(Add): Proposed Dividend written back (6.45) -

Less: Transfer to Gen. Reserve (49.20) 5.00

BALANCE TRANSFERRED TO BALANCE SHEET 1221.55 1198.07

1. AUDITORS REPORT:

The observations made by the Auditors in their Reports are self explanatory and have also been further amplified in the Notes to the Accounts. As regards Note m (a to c) of the Notes to Accounts the matter is under negotiations for settlement with the party concerned.

2. DIVIDEND:

The Dividend @ 12% recommended by the Directors for the year 2002 - 2003 absorbing Rs. 49.20 Lacs and Dividend Tax thereon Rs. 6.46 Lacs which was approved by the Members at the Annual General Meeting could not be paid to the Members of the Company as the Banker of the Company had not permitted and allowed this Dividend payment. Therefore the said Dividend has been added back to the Accounts for the year ended 31st March, 2004.

The Directors do not recommend any Dividend for the year 2003 - 2004 mainly due to loss incurred by the Company and it desires to retain the available resources for its future expansion.

3. MANAGEMENT ANALYSIS:

3.1. Industry Structure & Development:

M/s. Haria Exports Ltd. is a leading garment exporter in the country for the last 22 years. It is a Star Trading Company

and has won the golden status certificate in the year 1999. The textile industry occupies a unique place in the economy of the country by virtue of its contribution to Industrial output, employment generation and Foreign exchange earnings. Even though the textile industry has the distinctive advantage in respect of raw material and skilled labour, the industry is suffering from technology obsolescence which in turn effect the quality, productivity and cost effectiveness. The high capital cost is impeding the process of Hi - Tech up gradation. Therefore, the Government of India, Ministry of Textile has launched Technology Up gradation Fund Scheme for Textiles & Jute Industries of Rs.25000.00 crores at a concessional rate of interest of appx.5%.

3.2. Opportunities & Threats:

With the onset of liberalisation and globalisation in trade, it has become imperative for the textile industry to upgrade the technology to the level of "World Class". Quota systems will come to an end by 2004. Indian readymade garments will find additional markets in USA, CANADA and EUROPE besides new markets in several countries like SAUDI ARABIA, UAE, SOUTH AFRICA, SWITZERLAND, WESTINDIES, BRAZIL, PERU ETC.

3.3. Segment Wise performance:

The Segments consist of Home Furnishing and Garments. The Companys business segments are organised around product lines, taking into account the nature of products and internal reporting systems.

The segment performance of the company for the year 2003- 2004 is given below:

BUSINESS SEGMENTS (RS.IN LACS)

HOME FURNISHING GARMENTS

REVENUE

NET SALES/INCOME 1232.16 6581.19 7813.35

SEGMENT RESULT BEFORE INTERST, TAX AND UNALLOCABLE COST (46.12) (14.88) (61.00)

After deduction of Interest, Unallocable interest cost and provision for taxation , the company earned a Net loss of Rs.196.23 Lacs. For more information, please refer Notes to Account Schedule No. 19.

3.4. Future Outlook:

Baring unforeseen circumstances, the management is hopeful to achieve reasonable performance in the current Financial year 2004 - 2005. The company is taking adequate steps to nullify the negative aspects which effected the performance in the year 2003 - 2004.

3.5. Risks and Concerns:

The industry is going to face severe competition from outside once the quota system is lifted. In order to compete with the out side world, we are paying attention to the application of technology, closely following up the fashion trends and improved product quality. In order to be more cost efficient your company has acquired latest machinery which ascertains exact material consumption depending upon the style and pattern. The Government policies, interest rates, export incentives etc may also effect the overall performance of the company.

3.6. Internal Control System and their adequacy:

The Company has established adequate control system in respect of major areas of operations and is further in the process of updating the system. The Internal Audit Committee is headed by an experienced chartered accountants and various financial reports are discussed at the Committee Meetings and appropriate steps have been taken.

3.7. Financial Analysis:

BALANCE SHEET

31.03.2004 31.03.2003 (RS.IN IACS)

1. Share Capital 574 410

2. Reserve & Surplus 2318 2459

3. Loans (secured) 878 886

4. Provision for Taxation - -

5. Net Fixed Assets 1112 1300

6. Net Current Assets 2657 2454

3.8. Human Resources:

The success of any business lies under the qualified, trained & motivated Human Resources. The Company gives more importance to the development of Human Resources than any other resources. The Company updates its HR policy in line with the changing system in the industry as a whole the Company takes adequate steps for maintaining safety and healthy environment for the workers. The Industrial relations continue to be cordial through out the year with no strikes or unrest either in factory or at office. Your Directors place on record their sincere appreciation for the excellent team work with which the workers and the staff of the Company at all levels contribute for the better performance of the Company.

Bonus Issues:

The Directors are pleased to inform you that the company had rewarded the members by issuing 16,40,000 Equity Shares of Rs. 10/- each of Fully Paid up by way of Bonus Shares in the ratio of 2:5 on 20th March, 2004 all formalities in respect thereof have been complied with and completed. The paid up capital of the company as on 31st March, 2004 is Rs.574.00 (Rs.inlacs)

Export Oriented Unit:

Inspite of the prevailing recession, the Export Oriented Unit of your Company has achieved encouraging performance/ growth during the year. Total income has increased from Rs.3295.44 Lacs of Previous year to Rs. 7813.35 Lacs for the year under review. The loss before tax stood at Rs.196.23 Lacs as against the Rs 43.94 Lacs Profit in the previous year. The Company has provided Rs. 200.24 Lacs (previous year - Rs.99.97) for Depreciation during the 2003 - 2004.

Future Prospect:

The Company expects to perform much better in the current year. The Book order position of the Company is very comfortable. Demand for your Companys products is increasing in the International market. Keeping in view the current scenario the Company should do very well in the current year. Your Company is going to concentrate on improving cost efficiencies and consolidate further on its image. Barring unforeseen circumstances, your company expects to continue its march towards profitability.

Deposits:

The Company has not accepted any deposit during the year.

Directors:

In accordance with the Articles of Association, Mr. Dhanraj V Shah and Mr. Lalit J. Kothari retire by rotation and being eligible, offer themselves for re-appointment.

Members are requested to re appoint them.

Directors Responsiblity Statement:

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

(1) That in preparation of the Annual Accounts for the year ended 31st March, 2004, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. However certain expenses including commission, quota sale and purchase are accounted on cash basis and not on accrual basis.

(2) That such Accounting Policies as mentioned in Schedule 19 of the Annual Accounts has been selected and applied consistently and judgments and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2004 and of the profit of your Company for that year.

(3) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Provisions of Companies Act, 1956 for safeguarding the Assets of your Company and for preventing and detecting fraud and other irregularities.

(4) That the Annual accounts for the year ended 31st March, 2004 have been prepared on a going concern basis.

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 has been complied by the Company in the financial year 2003 - 2004. The Certificate of M/s. Sunderji Gosar & Co. the Statutory Auditors of the Company 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.

Conservation of Energy, Technology, Absorption and Foreign Exchange:

Information under Section 217 (1)(e) read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "A"

Particulars of Employees:

The Company does not have any Employee whose information are required to be given pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Auditors:

M/s. Sunderji Gosar & Co, Chartered Accountants, Mumbai, Auditors of the Company will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Members are requested to re-appoint the Auditors and to fix their remuneration.

Appreciation:

The Board wishes to record its appreciation of the efforts put in by the employees of the company, which has enabled it to grow impressively. The Directors thank the customers, vendors, investors, press and bankers for their continued support of your Company growth. Your Directors thank the Government of India, Government of Maharashtra, Director General of Foreign Trade, Apparel Export Promotion Council, Reserve Bank of India and other Governmental Agencies for their support during the year and look forward to their continued support.

On Behalf of the Board of Directors

(KANTILAL L. HARIA) Chairman & Managing Director

Date : 30th June, 2004. Place : Mumbai.


Mar 31, 2003

The Directors have pleasure in submitting their 33rd Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2003.

FINANCIAL RESULTS YEAR ENDED

(Rs. in Lacs)

2002-03 2001-02

Slaes & Other Income 3295.44 7244.49

Increase/(Decrease) in stock (92.34) 146.28

Less: Expenditure 3059.20 7202.71

Profit Before Depreciation 143.90 188.06

Less: Depreciation 99.96 87.76

Profit Before Tax 43.94 100.30

Less: Provision for Tax - 5.00

Profit After Tax 43.94 95.30

Less: Prior period adjustments 0.92 2.75

43.02 92.55

Less:Prior period Tax Adjusts 14.98 15.24

28.4 77.31

Add: Balance Brought Forward 1230.68 1186.93

BALANCE AVAILABLE FOR APPROPRIATION. 1258.72 1264.24

Less/(Add) Depreciation of prior year/(written back) - 32.86

Less: Proposed Dividend for the year 49.20 41.00

Less/(Add) :Corporate Tax on Dividend 6.45 (8.30) (written back)

(Add) :Proposed Dividend written back - (82.00)

Less: Transfer to Gen. Reserve 5.00 50.00

BALANCE TRANSFERRED TO BALANCE SHEET 1198.07 1230.68

1. AUDITORS REPORT

The observation made by the Auditors in their Reports are self explanatory and have also been further amplified in the notes to the Accounts. As regards note m (a to c) of the notes to accounts the matter is under negotiations for settlement with the party concerned.

2. DIVIDEND:.

Your Directors are pleased to recommend payment of dividend @ 12% (P.Y 10 %) on the equity shares of the Company. The dividend on equity shares if approved would absorb Rs.49.20 lacs and will be payable to those members whose names appear on the Register of Members as on 30th September, 2003.

4. YEAR IN PROSPECT:

During the year under review the total Income decreased to Rs. 3295.44 Lakhs as against Rs. 7244.49 of the previous Year. The profit after tax decreased to Rs. 43.94 lakhs as against Rs.95.30 Lakhs of the previous. The decrease in total Income is due to recession in the International Market & in particular in USA where majority of the companys export is made to. The business all over the world suffered a set back due to the turmoil of 9/11 and its aftermath, the geopolitical tensions in the middle east, and the south and east Asia continued todampen the business sentiments. The escalation of Indo-Pakistan border tensions and the break out of SARRS in China and some countries of South East Asia has greatly affected the business. This factors have contributed to a great extent in bringing down the turnover of your company and as a result the profits. Further the Kandla Unit was started in the last quarter of the financial year.

EXPANSION:

During the year under review. The Company has re-started its Kandla Unit in Kandla Special Economic Zone which was destroyed due to earthquake. This unit was set up with a Capital outlay of Rs.99.13 lakhs and further this Unit will enjoy various tax benefits like Sales Tax, Income-Tax, Excise, Octroi etc. as per Special Economic Zone policy declared by the Central & State Governments.

FUTURE PROSPECT:

Baring unforseen circumstances, the Company excepts to perform much better in the current year. The Sales Orders on hand position of the Company is comfortable. Due to recovery of Economy of USA, European countries the Company expects to better in terms of Sales and profitability.

DEPOSITS:

The Company has not accepted any deposit during the year.

DIRECTORS:

In order to have more transparency and better control.the following non - executive directors retire at the ensuing Annual General Manager and being eligible for re-appointment, they offer themselves for re-appointment.

1) Mr.KantilalL.Maru.

2) Mr.NitinP.Shah.

3) Mr.Omprakash S. Agarwal

Mr.Premjit Singh (w.e.f.) 30/01/2003 & A.K.Shah (w.e.f.) 30/04/2003 have resigned from the post of Directorship. We thank them for their valuable contributions.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(1) That in preparation of the annual accounts for the year ended 31 st March, 2003, the applicable accounting standards except AS-10 have been followed along with proper explanation relating to material departures, if any. However certain expenses including commission,quota sale are accounted on cash basis and not on accrual basis.

(2) That such accounting policies as mentioned in Schedule 19 of the Annual Accounts has been selected and applied consistently and judgements and estimates that are reasonable and prudent are made so as to give a true and fair view of the the state of affairs of the company at the end of the financial ended 31st March,2003 and of the profit of your company for that year.

(3) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

(4) That the annual accounts for the year ended 31st March, 2003 have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Your Company is committed to acheiving the best standards of corporate governance. To acheive this, Your Company is striving to adopt best practices in corporate governance. The requirements of clause 49 of the Listing Agreement has been complied by the Company in the financial year 2002-2003. The certificate of M/s Sunderji Gosar & Co. the Statutory Auditors of the comany 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information under section 217 (l)(e) read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "B"

PARTICULARS OF EMPLOYEES:

Pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975,the information required to be disclosed are not given as these provisions & Rules are not applicable to the company.

AUDITORS:

M/s Sunderji Gosar & Co. & M/s. Patel Shah & Joshi, Chartered Accountants, Mumbai, Auditors of the Company will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. However M/S. Patel Shah & Joshi, Chartered Accountants have expressed their unwillingness to be re-appointment as they are pre-occupied with other work. Hence members are requested to appoint M/s. Sunderji Gosar & Co. Chartered Accountant as Auditor of the Company & authorise the Board to fix their remuneration.

APPRECIATION:

The Board wishes to record its appreciation of the efforts put in by the employees of the company, The Directors thank the customers, vendors, investors, press and bankers for their continued support to the Company.

Your Directors thank the Government of India, Government of Maharashtra, Director General of Foreign Trade, Apparel Export Promotion Council, Reserve Bank of India and other Governmental Agencies for their support during the year and look forward to their continued support.

On Behalf of the Board of Directors

KANTILALL.HARIA Chairman & Managing Director

Date : 8th July, 2003 Place : Mumbai

 
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