Directors Report of Hari Govind International Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report of Hari Govind International Limited together with the audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS (Amounts in Rupees)

PARTICULARS Year ended Year ended 31.03.2014 31.03.2013

Total Income 0 0

Total Expenditure -156141 -1165778

Profit / (Loss) Before Taxation -156141 -1165778

* Current Tax 0 0

* Deferred tax 0 0

Profit/(Loss) After Taxation -156141 -1165778

DIVIDEND

The company has not declared any dividend for F.Y 2013-14.

OPERATIONS

During the year under review company did not carried on business. The Directors of the Company have been exploring various diversified areas and exploring new business areas to take up the company into new heights.

RISK MANAGEMENT

The Company is committed to ensure that effective risk management policies and practices are incorporated as fundamental aspects of all its business operations. The Corporate Risk Management Group of the Company has a comprehensive risk management policy in place, addressing primarily areas such as market, credit and operation risks. This policy seeks to minimise the risks generated by the activities of the Company. The group continuously develops and enhances its risk management and control procedures in order to better identify and monitor risks and to proactively take appropriate actions to mitigate the same.

FUTURE OUTLOOK

Overall performance of the textile industry is dull and the company is diversifying itself into other business areas and to explore international markets.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956.

DIRECTORS

During the year, Mr.Jugalkishore Maniyar and Mr. Ashok Sarada, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers themselves for re-appointment.

AUDITORS

The Statutory Auditors, M/s. Dilip Jambhekar & Co, Chartered Accountants have to be reappointed in ensuing AGM hence the members of the company are requested to consider their re-appointment.

FOREIGN EXCHANGE EARNING AND EXPENDITURE

There were no Foreign Exchange transactions during the year.

PERSONNEL AND OTHER MATTERS

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are not given as no employee was coming under the provisions set of section 217 (2A).

Since the Company does not own any manufacturing activity, the disclosure of information relating to conservation of energy and technology absorption to be disclosed in terms of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable and hence not given.

AUDIT COMMITTEE

The Company has formed an Audit Committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements as stipulated u/s 292A of the Co. Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that in preparation of the annual accounts for the year ended March 31, 2014-

1. The applicable accounting standards had been followed along with proper explanation relating to material departures;

2. They had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent had been taken 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;

3. They had 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; and

4. They had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of clause 49.

ACKNOWLEDGEMENTS

The Directors thank the Company’s bankers, lenders, the Government of India, the Securities and Exchange Board of India, the Reserve Bank of India and other statutory authorities for their continued support to the Company.

The Directors express their gratitude for the support and guidance received from its shareholders.

The Directors also express their sincere thanks and appreciation to all the employees for their commendable teamwork, professionalism and contribution during the year.

For and on behalf of the Board For HARI GOVIND INTERNATIONAL LTD. Sd/-

DATE: 01-09-2014 Jugalkishore Maniyar

PLACE : Mumbai Chairman

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Mar 31, 2011

To,The Members of HARI GOVIND INTERNATIONAL LIMITED

The Directors have pleasures in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011

FINANCIAL RESULTS: 31.03.11 31.03.10

Total Income 6,01,99,223 25,72,569

Total Expenditure 5,95,44,324 27,70,070

PROFIT / (LOSS) BEFORE DEPRECIATION AND TAX 6,54,899 (1,97,501)

Less: Depreciation Nil Nil

PROFIT / (LOSS) BEFORE TAX 6,54,899 (1,97,501)

Less: Provisions for Tax Nil Nil

PROFIT / (LOSS) AFTER TAX 6,54,899 (1,97,501) Profit / (Loss) brought forward from earlier year (2,04,12,350) (2,02,12,849)

PROFIT/(LOSS) CARRIED TO BALANCE SHEET (1,97,57,451) (2,04,12,350)

DIVIDEND:

In view of the carried forward Losses, your Directors do not recommend any dividend for the year.

DIRECTORS:

Mr Raghavendra P. Gaikaiwari and Mrs. Sunita J. Maniyar, Directors, retires by rotation and being eligible offer herself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm that:

1. In preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to the material departures, if any.

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year ended 31st March, 2011 and of the Profit of the Company for that year.

3. 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. The Directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS:

The Company has not accepted the deposits from the public.

AUDITORS:

The present Statutory Auditors M/s DILIP JAMBHEKAR & COMPANY, Chartered Accountants of the Company retires at ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS REPORT:

The Observation made in the Auditors Report are self explanatory and therefore do not call for any further comments on the Auditors Report under section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE:

The factory of the Company is under closure since 1999-2000 and there are no manufacturing operation in the Company. The financial conditions of the Company is also very critical.

In terms of clause 49 of the Listing Agreement, a Report on the Corporate Governance is enclosed herewith.

STATUTORY INFORMATION ABOUT EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The Company had no employees covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Since the Company is not having any manufacturing activities, Directors have nothing to report on conservation of Energy, Research & Development and Technology Absorption. During the year, Foreign Exchange earning was Nil and outgo was Nil.

ACKNOWLEDGEMENT:

Yours Directors would like to thank its Bankers and shareholders of the Company for the unstained support from them during the year.

Yours Directors would like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Place : Mumbai Jugalkishore Maniyar

Date : 10th August, 2011 Chairman

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Mar 31, 2010

The Directors have pleasures in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010

FINANCIAL RESULTS: 31.03.10 31.03.09

Total Income 25,72,569 2,05,57,091

Total Expenditure 27,70,070 2,05,59,375

PROFIT / (LOSS) BEFORE DEPRECIATION AND TAX (1,97,501) (2,284)

Less: Depreciation Nil Nil

PROFIT / (LOSS) BEFORE TAX (1,97,501) (2,284)

Less: Provisions for Tax Nil Nil

PROFIT / (LOSS) AFTER TAX (1,97,501) (2,284)

Profit / (Loss) brought forward from earlier year (2,02,14,849) (2,02,12,565)

PROFIT/(LOSS) CARRIED TO BALANCE SHEET (2,04,12,350) (2,02,12,849)

DIVIDEND :

In view of the Losses, your Directors do not recommend any dividend for the year.

DIRECTORS:

Mr Ashok R. Sarada retires by rotation and being eligible offer herself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm that:

1. In preparation of Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures, if any.

2. The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year ended 31st March, 2009 and of the Profit of the Company for that year.

3. 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. The Directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS :

The Company has not accepted the deposits from the public.

AUDITORS:

The present Statutory Auditors M/s DILIP JAMBHEKAR & COMPANY, Chartered Accountants of the Company retires at ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS' REPORT :

The Observation made in the Auditors' Report are self explanatory and therefore do not call for any further comments on the Auditors Report under section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE:

* The factory of the Company is under closure since 1999-2000 and there are no manufacturing operation in the Company. The financial conditions of the (company is also very critical.

In terms of clause 49 of the Listing Agreement, a Report on the Corporate Governance is enclosed herewith.

STATUTORY INFORMATION ABOUT EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The Company had no employees covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Since the Company is not having any manufacturing activities, Directors have nothing to report on conservation of Energy, Research & Development and Technology Absorption.

During the year, Foreign Exchange earning was Nil and outgo was Nil.

ACKNOWLEDGEMENT:

Yours Directors would like to thank its Bankers and shareholders of the Company for the unstined support from them during the year.

Yours Directors would like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai

Date : 20th August, 2010 DIRECTOR DIRECTOR