Directors Report of Hariyana Ventures Ltd.

Mar 31, 2024

The Board of Directors are pleased to present the Company''s 49^th Annual Report and the Company''s
audited financial statements for the financial year ended 31st March, 2024.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March, 2024 are as follow:

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Revenue from Operations	1539.29	1706.50
Profit before tax from continuing operations	(21.25)	15.70
Tax Expenses (Including Deferred Tax)	68.63	(42.58)
Profit after Tax	116.38	58.29
Total Income for the year	116.45	58.29

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY''S AFFAIR

During the year under review, your Company achieved total revenue from operations of Rs. 1539.29/-
Lakhs (previous year Rs. 1706.50/- Lakhs). The total profit after tax is Rs. 116.45/- Lakhs (previous
year Rs. 58.29/- Lakhs)

4. DIVIDEND

Your directors do not recommend any divided.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated
Financial Statement is part of the Annual Report.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of
Section 125 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company has in not require to constitute Risk Management Committee.

10. INTERNAL CONTROL SYSTEM

The Company''s internal controls system has been established on values of integrity and operational
excellence and it supports the vision of the Company "To be the most sustainable and competitive
Company in our industry".

The Company''s internal control systems are commensurate with the nature of its business and the size
and complexity of its operations. These are routinely tested and certified by Statutory as well as their
significant audit observations and follow up actions thereon are reported to the Audit Committee.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

The particulars of investments made and loans given to subsidiaries have been disclosed in the
financial statements in notes 14 and 18 of the standalone financial statements.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant
related party transactions made by the Company with Promoters, Directors or Key Managerial
Personnel etc. which may have potential conflict with the interest of the Company at large or which
warrants the approval of the shareholders. The transactions are being reported in Form AOC-2 i.e.
Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules,
2014. However, the details of the transactions with Related Party are provided in the Company''s
financial statements (note 39) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of
all related party transactions is presented before the Audit Committee on a quarterly basis, specifying
the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s
website at http://www.hariyanametals.in/

13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end,
has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees
(permanent, contractual, temporary, trainees) are covered under the said policy. The Company has
complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which
redresses complaints received on sexual harassment. During the financial year under review, the
Company has not received any complaints of sexual harassment from any of the women employees of
the Company.

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual
Return FY 2023-24. http://www.hariyanametals.in/

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 5 times on 23/05/2023, 04/08/2023, 01/09/2023, 03/11/2023
and 06/02/2024.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby
confirms:

• That in the preparation of the annual accounts, the applicable accounting standards have been
followed and there has been no material departure.

• That the selected accounting policies were applied consistently and the Directors 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 as on 31st March, 2024, and that of the profit of the Company for the year ended on
that date.

• That proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively.

• The directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this
report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of employees drawing remuneration in excess of
the limits set out in the said Rules, if any, forms part of the Report.

The policy is available on the Company''s website www.hariyanametals.in.

19. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year the following changes have taken place in the Board of Directors of the Company:

• Mr. Ankit Pankaj Dalmia and Mr. Saket Santosh Gawai were appointed as Additional
Independent Director the Board Meeting held on 01^st September 2024.

• Further their appointment was regularised by the members in the Annual General Meeting
held on 23^rd September 2023.

• Mr. Mr. Harish Agarwal and Mr. Dinesh Agrawal term was liable to retire by rotation during
the financial year 2023-2024 and they are appointed the by the members in the Annual
General Meeting held on 23^rd September 2023.

• Ms. Shital Ranjit Misal, was reappointed as Independent Director of the Company, pursuant
to section 149 (10) of the Companies Act, 2013.

20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection,
Appointment and Remuneration of Directors which inter-alia requires that composition and
remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior
management employees and the Directors appointed shall be of high integrity with relevant expertise
and experience so as to have diverse Board and the Policy also lays down the positive
attributes/criteria while recommending the candidature for the appointment as Director.

21. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to
be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules.

22. STATUTORY AUDITORS

M/s. Manish N Jain & Co., Chartered Accountants (Firm Registration No.: 138430W) is Statutory
Auditors of the Company.

23. INTERNAL AUDITORS

M/s Haziyani & Associates Chartered Accountants were appointed as internal auditors by the Board
for the financial year 2023-24 and who have issued their reports on quarterly basis.

24. SECRETARIAL AUDITORS

The Company has appointed M/s. Jaymin Modi & Co., Company Secretaries, as Secretarial Auditors
of the Company to carry out the Secretarial Audit for the Financial Year 2023-2024 and to issue
Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The Secretarial Audit Report for the FY 2023-24 is annexed herewith and forms
part of this report as Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a
material subsidiary.

25. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the
Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 was not applicable for the business activities carried out by the Company for the
FY 2022-23. Accordingly, such accounts and records are not made and maintained by the Company
for the said period.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING
COMPANY SECRETARY IN THEIR REPORTS

The Statutory Auditor and Internal Auditor have not given any Qualification, Reservation, Adverse
remark or disclaimer in their report for the financial Year ended on 31^st March 2024.

The Observation made by Statutory Auditor and Internal Auditor are self-explanatory and have been
dealt with an Independent Auditor''s report and its Annexure forming part of this Annual Report and
hence do not require any further clarification.

The Observation/remarks of Secretarial Auditor and comment of Board of Director are as under.

Secretarial Auditor Observation/remark	Board Reply
Some of the Intimations under the provisions of the Companies Act, 2013 have been filed after the lapse of statutory time period. However, necessary additional fees have been remitted for such delay	Wherever there is filing of ROC e-forms the company has paid the requisite additional fees.
Company was imposed with fines/penalty for non-compliance of Regulation 6(1) of SEBI LODR which was later waived off by the BSE	The Board has noted the same.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.

28. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Ventures And Associate Companies.

29. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by
the employees and other Directors. The Company has also provided adequate safeguards against
victimisation of employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the Company: www.hariyanametals.in.

30. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have
not reported any instances of frauds committed in the Company by its Officers or Employees to the
Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this
Report.

31. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the
performance evaluation of the Board and its Committees were carried out during the year under
review.

32. 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

There are no material changes and commitments affecting the financial position of the Company
occurred during the financial year.

33. THE 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.

During the year there has been no significant material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and company''s operations in future.

34. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee.
There are currently 3 Committees of the Board, as follows:

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the
Companies Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Audit Committee as on the date of the report comprises of 3
Non-Executive Independent Directors & 1 Executive Directors.

Following are the members of the Committee
Shital Ranjit Misal : Chairman

Saket Santosh Gawai : Member

Ankit Pankaj Dalmia : Member

Dinesh Agrawal : Member

During the year there were in total four Audit committee meetings held on 23/05/2023, 04/08/2023,
03/11/2023 & 06/02/2024.

The Chairperson of Audit Committee was present in previous AGM held on 23/09/2023 to answer
shareholder''s queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entity''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed
entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the board
for approval;

5 Reviewing and monitoring the auditor''s independence and performance and effectiveness of audit
process.

6 Approval or any subsequent modification of transactions of the listed entity with related parties.

7 Evaluation of internal financial controls and risk management systems.

8 reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the
internal control systems.

9 Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit.

10 Discussion with internal auditors of any significant findings and follow up there on.

11 Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the board.

12 Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.

13 To review the functioning of the whistle blower mechanism.

14 Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate.

15 Carrying out any other function as is mentioned in the terms of reference of the audit committee
NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in line with the
provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of 3 Non-Executive Directors.

The Nomination and Remuneration Committee met twice in the Financial Year 2023-2024 on
01/09/2023 and 08/02/2024.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual
General Meeting of the Company held on 23/09/2023.

The composition of the Committee and the details of meetings held and attended by the Directors are
as under:

Shital Ranjit Misal : Chairman

Ankit Pankaj Dalmia : Member

Saket Santosh Gawai : Member

Role of nomination and remuneration committee,

Inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board of Directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of
directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the board of directors their
appointment and removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the basis of
the report of performance evaluation of independent directors.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.

The policy on directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters is available on
company''s website.

Remuneration of Directors

The remuneration of the Managing Director is recommended by the Remuneration Committee and
then approved by the Board of Directors and subsequently by the shareholders in general meeting
within the limits prescribed in Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee
Meetings and no Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participations in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company performance

4) Rendering independent, unbiased opinion and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committee''s.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the
Companies Act, 2013 is available at the website of the Company: www.hariyanametals.in Further,
criteria of making payments to non-executive directors, the details of remuneration paid to all the
Directors and the other disclosures required to be made under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 have been published below:

• STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises
of 2 Non-Executive Independent Directors, 1 Non-Executive Non-Independent Director.

The committee looks into the shareholders and investors grievances that are not settled at the level of
Compliance Officer and helps to expedite the share transfers and related matters. The Committee
periodically reviews the status of stakeholders'' grievances and redressal of the same.

The Committee met 4 times in a year on 23/05/2023, 04/08/2023, 03/11/2023 and 06/02/2024.

The necessary quorum was present for all the meetings. The Chairman of the Committee was present
at the last Annual General Meeting of the Company held on 23^rd September 2023.

The composition of the Committee during FY 2023-2024 and the details of meetings held and attended
by the Directors are as under:

Following are the members of the Committee.

Shital Ranjit Misal : Chairman

Ankit Pankaj Dalmia : Member

Saket Santosh Gawai : Member

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue
of new/ duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory
notices by the shareholders of the Company.]

35. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the independent directors ("Annual ID Meeting") was convened which
reviewed the performance of the Board (as a whole), the Non-Independent Directors and the
Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors
was discussed by the Chairperson with the Board covering performance of the Board as a whole,
performance of the Non-Independent Directors and performance of the Board Chairman. All
Independent Directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of
Independence. As required under Section 149(7) of the Companies Act, 2013.

36. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT
DIRECTORS FOR THE FINANCIAL YEAR 2023-2024

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the
terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed
Independent Director is taken through an induction and familiarization program including the

presentation and interactive session with the Committee Members and other Functional Heads on the
Company''s finance and other important aspects.

37. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are
not furnished, as the same are not applicable. No proceeding against the Company is initiated or
pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount
of the valuation done at the time of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

38. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions
guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandates formulation of certain policies for listed companies. The Policies are reviewed
periodically by the Board and are updated based on the need and compliance as per the applicable
laws and rules and as amended from time to time. The policies are available on the website of the
Company.

39. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the
revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

40. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among the
primary determinants of value to the shareholder. The organisational vision is founded on the
principles of good governance and delivering leading-edge products backed with dependable after
sales services. Following the vision your Company is committed to creating and maximising long¬
term value for shareholders.

41. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the
continued co-operation extended by shareholders, employees, customers, banks, suppliers and other
business associates.

By order of the Board

For Hariyana Ventures Limited

Sd/- Sd/-

Harish Agrawal Dinesh Agrawal

Managing Director Non-Executive and Non-Independent Director

DIN- 00291083 DIN-00291086

Place: Nagpur
Date: 29.08.2024

---

Mar 31, 2014

Dear Members,

The Directors present herewith the 38th Annual Report together with the audited accounts of the Company for the year ended 31st March 2014. Summarised financial results of the Company are furnished below:-

1. Financial Result

Particulars Year ended on Year ended on 31.03.2014 31.03.2014 (Rs. In Rupees) (Rs. In Rupees) Sales 00 00

Other income 11,37,133 7,49,375

Gross Income 11,37,133 69,06,957

Less: Expenses 30,62,074 87,95,700

Interest 65 3,244

Depreciation

Net Profit/(Loss) (19,25,006) (18,91,987)

Tax Expense 1,66,398 00

Net profit/(loss) (20,91,404) (18,91,987) after tax.

The Directors regret their inability to recommend any dividend due to brought forward losses.

2. BUSINESS OVERVIEW

The Company has net loss of Rs. 20.91 Lacs against net Loss of Rs. 18.92 Lacs in last year. Further the Board is hopeful of expanding the Company''s operation this year & expects your co-operation in the days to come. The Board is doing its best to make your Company start full mining activities & show progress in very near future. The Board is contemplating to take effective steps to save it from slipping in to a sick industrial unit.

On account of effective steps to control expenses & keep the losses to its minimum level, the year under consideration,

3. FIXED DEPOSITS

The Company has not accepted any fresh deposits within the purview of section 58 A of the Companies Act, 1956 during the year under review.

4. CONSERVATION OF ENERGY

Since the Company, though the particulars pursuant to requirement under section 217 (1) (e) of the Companies Act, 1956 with reference to conservation of energy, technology absorption, adoption and innovation are not material. Total foreign earning and outgo, energy consumption per MT of Production is as per Form ''A'' is enclosed.

1. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION

Production department of the Company are always in pursuant of finding the technology used by the Company is ways and means to improve the performance, quality and cost effectiveness of its products. The technology used by Company is updated as continuous exercise. The Company does not have a separate Research and Development activity

2. PARTICULARS OF EMPLOYEES AND INFORMATION

There was no such employee employed during the year under review, hence the provision as prescribed u/s. 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) Rules,1975, as amended by the Companies (Amended) Act, 1988 is not applicable. The relation between the employees & the management remain cordial during the year under review.

3. AUDITORS

M/s. Sajjad Rasul & co., Chartered Accountants, Nagpur, retires at the conclusion of the Annual General Meeting, to continue as the auditor of the Company. The Board proposed the reappointment of M/s. Sajjad Rasul & co.as the statutory auditor of the Company for the financial year 2014-2015.

Accordingly pursuant to section 139 of the Companies Act, 2013 M/s. Sajjad Rasul & co. Chartered Accountants, Nagpur, if appointed shall, hold the office from the conclusion of this annual general meeting until the conclusion of 38th Annual General Meeting subject to ratification of Appointment at every Annual General Meeting.

Further the auditors have confirmed their willingness and eligibility for appointment and have also confirmed that their reappointment, if made, will be within the limits under section 141 (3) (g) of the Companies Act, 2013.

4. AUDIT REPORT

The auditors have observed & put remarks for non-provision of gratuity, leave salary, etc. as per AS - 15. Provision for gratuity, is not made in view of appointment of major new staff after earthquake, frequent changes in major staff & remote Site of factory and therefore Expenses are debited on payment basis as and when the same is paid. As per Auditor''s comment regarding appointment of Qualified Company Secretary on whole time basis to comply with the requirements of Section 383 A of Companies Act, 1956, your directors have taken steps for complying aforesaid requirement. However, in absence of availability of suitable & affordable candidates, the said requirements cannot be complied. However, the Company is in the process of receiving the Compliance Certificate from Company Secretary. In our opinion, carrying amount of all assets does not exceed its recoverable amount hence no impairment loss is ascertained.

Hence, the concept of going concern though it is stated in Audit Report will not be affected.

5. DIRECTORS

The Company has two independent Directors, appointed under the Listing Agreement, namely Mr.Chandrakant N. Dahale who have diverse business/administrative experience and are making significant contribution to the Company. At present, they are liable to retire by rotation. It is proposed to appoint them as Independent Directors, with a fixed tenure of up to five years each at the ensuing Annual General Meeting of the Company, subject to approval of the shareholders, in terms of Section 149 of Companies Act, 2013 (the Act). The Company has received separate notices under Section 160 of the Act from members signifying their Candidature as Directors along with requisite deposit as prescribed there under. All abovementioned Independent Directors have also given declarations that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Act. Their profile along with statement that in the opinion of the Board they fulfil the conditions as required in the

Act for such appointments are furnished in the statement pursuant to Section 102(1) of the Companies Act, 2013 annexed with the Notice for the forthcoming Annual General Meeting.

In accordance with articles of association of the Company and in view of provision of section 255 of the Companies Act, retirement & reappointment take place for following Directors.

Mr.Dinesh Agrawal Director retires by rotation at the conclusion of the Annual General Meeting and being eligible, offers himself for re-appointment.

1. FOREIGN EXCHANGE

Foreign Exchange inflow and outflow during the year was NIL

2. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, your directors confirm that.

I. In preparation of annual accounts, the applicable accounting standards except AS-15 & AS-28 have been followed along with proper explanation relating to material departures.

II. We 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 or loss of the Company for that period.

III. We 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.

IV. We have prepared the annual accounts on a going concern basis as explained in note no. 1 of notes forming part of financial statement.

3. CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditor''s confirming the compliance of conditions subject to certain qualifications on Coiporate Governance stipulated in clause 49 of the Listing Agreement is annexed thereto.

The Board of Directors of the Company adopted a Code of Conduct. The Directors have affirmed with the said code.

13. LISTING OF SHARES & LISTING FEES

The equity capital of the Company is listed on the Mumbai Stock Exchange he necessary listing fees has been paid up to the year 2014- 2015.& Calcutta Stock Exchange yet to be paid As per directives issued by the Securities and Exchange Board of India, the equity shares of the Company are to be traded in the Demat form. C D S L has admitted our equity shares for Electronic connectivity and allotted INE 219D01012

The Company had applied with NSDL for required connectivity.

The Company ''s listing is Suspended due to penal reason on the Mumbai Stock Exchange,

Company is in process for revocation of Suspension of trading of equity share with BSE

The statement pursuant to section 217 (2 A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, for the year ended on March 31,2014 is uncalled for. There is no director employed for the year or part of the year under review and were in receipt of remuneration in aggregate of Rs. 5,00,000/- p.m. or Rs. 60,00,000 p.a or more.

14. DEMATERIALISATION OF SHARE

As you are aware that Company has Appointed Purva Sharegjstiy (India) Pvt. Ltd., having its address at.

9 Shiv Shakti Ind. Estate, J R Boricha Marg, LowerParelEast, Mumbai 400 011 Std code:022 Tel. :[phone],Fax:[phone], E-mail: [email protected] To act as Share Transfer and Depository Transfer Agent with NSDL & CDSL.

15. ACKNOWLEDGEMENT

The Management wishes to place on record its appreciation for the services rendered by employees, contractors, bankers, and the management of the Indian Bureau of Mines and all concerned and convey their thanks to them.

By Order of the Board For HARIYAN AMETALS LIMITED.

Harish Agrawal Dinesh agrawal DIRECTOR DIRECTOR DIN 00291083 DIN 00291086

Registered Office

Near Old Motor Stand, Old Bhandara Road, Itwari, Nagpur 440-008, Dated: 31st May, 2014

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Mar 31, 2013

The Directors have pleasure in presenting their Annual Report and Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS / WORKING;

The financial results of the company as disclosed in the account are summarised below 2012-2013 2011-2012

Total Revenue 69,06,957 1,18,67,046

Total expenses 87,98,944 2.02.82.478

Profit/(Loss) exceptional and extraordinary

Items and tax (18,91,987) (84,15,432)

Exceptional Items 0 0

Profit before extraordinary items and tax (18,91,987) (84,15,432)

Extraordinary Items 0 0

Profit before Tax (18,91,987) (84,15,432)

Tax Before Tax

1. Current tax 0 0

2. Deferred tax 0 0

3. Tax for Earlier years * 0 (4221)

4. Earlier year(TDS) 0 0

Profit(Loss) for the period (18,91,987) (84,19,653)

Profit/(Loss) from last year (10.79.085) (73.40.568)

Profit/(Loss) for the Period (29,71,072) (10.79.085)

The Directors of the company are hopeful for the better results in the next year.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted the Public Deposits within the meaning of Section 58-A of the Companies Act, 1956 read with the rules framed thereunder.

CONSERVATION OF ENERGY:

The consumption of energy is being continuously monitored and effective measures are adopted to achieve economic consumption. Total foreign earning and outgo, energy consumption and energy consumption per MT of Production is as per Form ''A'' is enclosed.

TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

Production Department of the Company are always in pursuit of finding the ways and means to improve the performance, quality and cost effectiveness of its products. The technology used by the Company is updated as a continuous exercise. The Company does not have a separate Research and Development activity.

PARTICULARS OF EMPLOYEES:

As required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975; as amended, the particulars of employees covered there under are Nil.

DIRECTOR:

Mr. Dinesh Agrawal, Director retire by rotation and being eligible, offers himself for re-appointment. There is no other change in the composition of the Board of your Company.

RESPONSD3ILITY STATEMENT:

The Board of Directors confirms:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

2. That the directors had selected such accounting policies and applied* them consistently and made judgements 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 or loss of the company for that period;

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

AUDITORS:

Auditor''s qualifications read with notes and other details in Balance Sheet are self- explanatory and do not require for any additional information.

The Company''s Auditors Sajjad Rasul & Co., Chartered Accountants, Nagpur - retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

SECRETARIAL COMPLIANCE CERTIFICATE:

In terms of proviso to section 383A(1) of the Companies Act 1956, as amended, the Company has obtained necessary Secretarial Compliance Certificate from a Practising Company Secretary, and the same is attached herewith.

LISTING OF SHARES:

The Equity Shares of the Company are listed on The Bombay Stock Exchange, Mumbai & Calcutta Stock Exchange, Kolkata.

ACKNOWLEDGEMENTS:

The Board of Directors are grateful to the Company''s Bankers, Other Government, Semi-Government, and Statutory Bodies for their continued co-operation and assistance during the year.

For and on behalf of the Board

Place : Nagpur

Dated 26th August 2013 DIRECRTOR DIRECTOR

(Dinesh Agrawal) (Harish Agrawal)