The Board of Directors are pleased to present the Company's 49th 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:
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Particulars
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Year ended 31st
March 2024
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Year ended 31st
March 2023
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Revenue from Operations
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1539.29
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1706.50
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Profit before tax from continuing operations
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(21.25)
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15.70
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Tax Expenses (Including Deferred Tax)
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68.63
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(42.58)
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Profit after Tax
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116.38
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58.29
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Total Income for the year
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116.45
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58.29
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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 01st September 2024.
• Further their appointment was regularised by the members in the Annual General Meeting
held on 23rd 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 23rd 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 31st 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.
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Secretarial Auditor Observation/remark
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Board Reply
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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
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Wherever there is filing of ROC e-forms the
company has paid the requisite additional fees.
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Company was imposed with fines/penalty for
non-compliance of Regulation 6(1) of SEBI LODR
which was later waived off by the BSE
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The Board has noted the same.
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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 23rd 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
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