The Members
HARI GOVIND INTERNATIONAL LIMITED,
Your Directors have pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2023.
Financial Results:
(Amount in Rs.)
Performance of the Company during the year under review:
During the year under review company did not carried on any business. The Directors of the Company have been exploring various diversified areas and new business areas to take up the company into new heights.
Future Outlook:
Overall performance of the industry is dull and the company is diversifying itself into other business areas and to explore international markets.
Dividend:
The Board of Directors do not recommend any Dividend for the year 2022-23 considering the financial situation of the company.
Fixed deposits:
During the year under review, the Company has not accepted any fixed deposits and there are no fixed deposits, which are pending repayment.
Subsidiary Companies:
Your Company does not have any subsidiary company during the year under review. Company is not a subsidiary company of any Company.
Directors:
In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mrs. Sunita Jugalkishore Maniyar, Director of the company retires by rotation at this AGM being eligible, offer herself for re-appointment.
The company had appointed Ms. Aruna Menkudale, as an Independent Director on the Board of the Company for a period of five years with effect from 26th June, 2023 till 27th June, 2028.
Pursuant to the provisions of Section 149, and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any statutory modifications or reenactments thereof for the time being in force) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the company in general meeting has to confirm the appointment of the Independent director within 3 months from the date of such appointment.
Board Meetings:
Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.
Declaration by Independent Director:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.
The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.
Directors' Responsibility statement:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) shall state that—
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had 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 and loss of the company for that period;
(c) 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;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
Audit Committees, Nomination & Remuneration, CSR and Stakeholders Relationship Committee:
There are 4 committee formed by the Company namely,
(i) Audit Committee
(ii) Nomination & Remuneration Committee
(iii) Stakeholders Relationship Committee
(iv) Corporate Social Responsibility Committee
All the committees comprise of Mr. Jugalkishore Harikishan Maniyar, Mrs. Amridevi Harikisan Maniyar & Mr. Mayur Bhailal Bhanushali as the committee members.
Corporate Governance:
Even though the Company is outside the purview of compulsory compliance requirements of Clause 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it has complied with the requirements of the Code of Corporate Governance as stipulated in clause 27 of the SEBI (LODR) Regulations, 2015. A Report on Corporate Governance along with Certification by the Managing Director is attached to this Directors' Report.
Auditors:
In the Annual General Meeting held for the financial year 2018-19 on 27th September, 2019, M/s. C V Paturkar & Co, Chartered Accountants have been appointed to act as the Statutory Auditors of the Company for a term of 5 financial years, i.e. from Financial Year 2019-20 to Financial Year 2023-24. The Auditor's Report for the financial year ended March 31, 2023 is annexed herewith and is part of the Annual Report.
Secretarial Auditor:
Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 the Board appointed Mr. Roy Jacob, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is form part of the Board Report and is annexed as Annexure-1.
Employee Relations:
The relations between the employees and management continued to be cordial during the year.
Particulars of Employees and related disclosures:
No employee of the company is drawing remuneration in excess of the limits set out in terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Particulars as required under section 134(3) (m) of the Companies Act, 2013 read with the companies (Accounts) Rules, 2014:
1. Conservation of Energy, Technology Absorption:
The particulars regarding the disclosure of the conservation of energy, technology absorption, as required under Section 134(3) (m) of the Companies Act, 2013 read with the companies (Accounts) Rules, 2014 are given below.
2. Energy Conservation Measures Taken:
The Company continues to accord high priority to conserve the energy. There is no manufacturing activity is carrying on the company at present.
3. Foreign Exchange Inflow & Outgo:
a) Activities relating to Exports, Initiatives taken to increase Exports, Developments of new Export Market for products and Services and Export Plans:
The Company has not undertaken any export activities. The company is looking out for Export Opportunities.
b) Total Foreign Exchange used and earned:
Used : Nil
Earned : Nil
Risk Management:
Risk Management Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.
The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct
and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks.
The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.
Comments of the Board of Directors on Qualifications on Auditors Reports: Auditors Qualifications if any are self explanatory and does not require any comments
Board Comments on Secretarial Audit Qualifications:
The Secretarial Audit Qualifications are replied as follows:
1. Company does not have proper board process and compliance mechanism.
2. There is no record available regarding dispatch of notice for the AGM held on 30th September, 2021.
The Company had dispatched the notice of the AGM to all its Shareholders. Particulars of loans, guarantees or investments under section 186:
Company has not provided loans, investments and guarantees during the year.
Related Party Transaction under sub-section (1) of section 188:
During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is provided in the company's web site.
Acknowledgments:
The Management is grateful to the Regulatory Authorities, Share holders, Company's Bankers, Financial Institutions, Insurance Companies, Investors, Clients, Business Associates for their continued support and co-operation.
The Directors also wish to place on record their appreciation for the co-operation, active involvement and dedication of the employees.
REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS
The Company is in the business of manufacturing and trading textile products. During the year under consideration company did not carried on business and is in the process
of diversification and identification of new business vertical to venture. The key issues of the Management Discussion and Analysis are given below.
The Indian Textile Industry is one of the Leading Textile Industries in the World. The textiles and apparels sector is a major contributor to the Indian Economy in terms of Gross Domestic Product (GDP), industrial production and the country's total export earnings. India earns about 27 per cent of its total foreign exchange through textile exports. Besides, the Indian Textile Industry contributes 16 per cent of the total industrial production of the Country. This sector provides employment to over 37 million people and it is expected that the textile industry will generate new jobs during the ensuing years.
The industry is going through challenging business atmosphere since financial year 2013, in tandem with the global meltdown ravaging economies. The collapse in consumer sentiments, weak exports, noteworthy drop in discretionary spending in textiles / apparels and down trading by the consumers put immense pressure on both the top-line and the bottom-line of textile companies.
Business Outlook
The operation of the company was stalled for last few years. Presently the management of the Company is exploring and identifying new business verticals to start with.
a. Segment wise performance
The business of the Company falls under a single segment.
b. Internal control system
Internal audit and other controls have been found to be adequate. These are reviewed periodically by the Audit Committee and found the performance satisfactory.
Risk Factors:
The Indian textile industry has inherent strengths in terms of rich legacy of textile production, strong multi-fiber raw material base, large and expanding production capacities, very low import intensity, vast pool of skilled workers and technical and managerial personnel, flexible production systems, large and expanding domestic market, dynamic and vibrant entrepreneurship, etc. However, these strengths have been diluted to a great extent due to severe disadvantages suffered by the industry in certain other areas affecting its productivity, quality and cost competitiveness. Such factors are technological obsolescence, structural anomalies, poor productivity of labour and machine, lopsided fiscal policies, multiplicity of taxes and levies, high cost of capital, redundant and outdated controls/regulations, restrictive labour and industrial laws, lack of aggressive marketing, poor perception of Indian products abroad, procedural problems in exporting, poor infrastructure relating to transport, communication and banking, high power tariff, etc.
Overall performance of the textile industry is dull and the company is diversifying itself into other business areas and to explore international markets.
Internal control systems and their adequacy
The Managing Director / Whole Time Director certification provided in the report discusses the adequacy of our internal control systems and procedures.
Human Resource Development
The most important asset of the company is its Human Resources.
Cautionary statements
Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectation may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
CORPORATE GOVERNANCE REPORT
In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 some of the best practices followed internationally on Corporate Governance, the report containing the details of corporate governance systems and processes at HARI GOVIND INTERNATIONAL LIMITED is as follows:
At HARI GOVIND INTERNATIONAL LIMITED, Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. At HARI GOVIND INTERNATIONAL LIMITED, we consider stakeholders as partners in our success, and we remain committed to maximizing stakeholder value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of businesses.
1. Company's Philosophy on Code of Corporate Governance:
The Company's philosophy on Corporate Governance is to achieve business excellence and to meet the expectations of its customers, shareholders, employees, business associates, and the society at large and in complying with the dictates of the regulatory frame work. The Company is committed to transparency in all its dealings and places high emphasis on business ethics. We believe that Corporate Governance is voluntary and self-discipline code which means not only ensuring compliance with regulatory requirements but also by being responsive to our stakeholders needs.
2. Ethics/Governance Policies:
At HGIL, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:
• Code of Conduct
• Code of Conduct for Prohibition of Insider Trading
• Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
• Policy for Selection of Directors and determining Directors Independence
• Remuneration Policy for Directors, Key Managerial
• Personnel and other Employees
• Policy for determining Material Subsidiaries
3. Code of Conduct:
The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive Directors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. - Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence.
4. Board of Directors:
The Board of Directors comprises of executive and non-executive directors with rich professional experience in various fields. The present strength of the Board of Directors is five in number. The Board consists of one independent Director.
5. Board Meetings & Procedures
During the year, the Board met 5 times on 27.05.2022, 28.06.2022, 02.09.2022, 11.11.2022 and 14.02.2023.
The composition of Board of Directors, attendance at the Board Meetings during the financial year and attendance at the last Annual General Meeting, number of outside Directorship, Chairman/Membership of Committees is as under:
Directors
hips
Director
Executive
6. Appointment/Reappointment:
Pursuant to Section 156 (6) of the Companies Act, 2013 Mrs. Sunita Jugalkishore Maniyar who retires by rotation and being eligible offers herself for re-appointment. The Board of Directors of the Company in its meeting held on 16th August 2023 approved the proposal for her re-appointment as a Director liable to retire by rotation.
7. Independent Directors:
Lead Independent Director
The Company's Board of Directors has designated no one as the Lead Independent Director. The Lead Independent Director's role is as follows:
• To preside over all meetings of Independent Directors
• To ensure there is an adequate and timely flow of information to Independent Directors
• To liaise between the Chairman and Managing Director, the Management and the Independent Directors
• To preside over meetings of the Board and Shareholders when the Chairman and Managing Director is not present, or where he is an interested party
• To perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors
Meetings of Independent Directors
The Company's Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are
conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Lead Independent Director.
The Lead Independent Director takes appropriate steps to present Independent Directors' views to the Chairman and Managing Director.
One meeting of Independent Directors was held during the year.
8. Audit Committee:
Terms of reference:
The Audit Committee has been constituted pursuant to Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Primary object of Audit Committee of the company is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting.
Composition:
The Audit Committee comprises of 3 members. All the members of the Committee are financially literate. During the year, the Committee has been re-constituted and there was a change in the members of the committee. The Committee met 4 times during the year and the gap between any 2 meetings was less than 4 months.
Attendance at the Audit Committee Meeting:
Independent
9. Stakeholders' Relationship Committee:
Constitution and attendance:
The committee comprises of Mrs. Amridevi Harikisan Maniyar, Mr. Mayur Bhailal Bhanushali and Mr. Jugal Kishore Maniyar.
Attendance at the Shareholders' Relationship Committee Meeting:
• During the year, the Company received No complaints on various matters. The Company has attended the same and complaints pending unresolved at the end of the financial year were NIL.
The Shareholders' Relationship Committee focuses on shareholders' grievances and strengthening of investor relations, specifically looking into redressal of grievances pertaining to Transfer and transmission of shares, Non-receipt of balance sheet, Nonreceipt of declared dividend and other related issues
Prohibition of Insider Trading:
With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading.
10. Nomination and Remuneration Committee:
The Board constituted a Nomination and Remuneration Committee comprising of Mrs. Amridevi Harikisan Maniyar, Mr. Mayur Bhailal Bhanushali and Mr. Jugal Kishore Maniyar.
Attendance at the Remuneration / Compensation Committee Meeting:
There was 1 meeting held during the year under consideration.
The terms of reference of the Remuneration Committee are as per the guidelines set out in the Listing Agreement with the stock exchanges that include determination of the Company's policy on specific remuneration packages for Directors.
Remuneration Policy:
The remuneration of the Executive Directors is recommended by the Remuneration committee, based on criteria such as industry benchmarks, the Company's performance vis-a-vis the industry and responsibilities shouldered. The Company pays remuneration by way of salary and perquisites to its Executive Directors.
The Directors are not paid any remuneration except sitting fees. Further the company has not entered into any pecuniary relationship or transactions with the Non-executive directors.
11. General Body Meetings:
(i) Details of Annual General Meetings during the last three years
Year
(ii) Special Resolution Passed in the last three Annual General Meetings: Company has r passed special Resolutions during the last Annual General Meetings.
(iii) Special Resolution passed through Postal ballot last year: NIL
12. Disclosures:
i. There were no transactions of material nature with its Promoters, Directors or the Management, or their relatives during the period that may have potential conflict with the interest of the company at large.
ii. There were no transactions with the related parties under AS-18 issued by the Institute of Chartered Accountants of India.
iii. The Board has adopted a Code of Conduct including for its Directors and Senior Management. This is available on the Company's web-site.
iv. The Directors of the Company have submitted before the Board a declaration of compliance with the Code of Conduct by the Directors during the financial year ended March 31, 2023.
v. The Company follows the Accounting Standards issued by the Institute of Chartered Accountants of India and in the preparation of the financial statement; the Company has not adopted a treatment different from that prescribed by any Accounting Standard.
vi. Risk assessment and minimization procedures are periodically reviewed by the Risk Management Committee, Audit Committee and the Board of Directors of the Company.
vii. The Whole Time Director has submitted a certificate to the Board of Directors in Compliance of Clause 49 (V) of the Listing Agreement with the Stock Exchanges.
viii. The Company has complied with all mandatory requirements SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The adoption of nonmandatory requirements has been dealt with in this Report.
ix. The Company has adopted the Risk Management Policy of the Company and the same is available on the Company's website.
x. The Company has adopted the Whistle Blower Policy and the same is available in the company's website.
xi. The Company has adopted policy in handling Unpublished Price Sensitive Information and the same is available in the company's website.
13. Certificate from Practicing Company Secretary pertaining to non-disqualification status of directors on the Board.
A certificate from Roy Jacob & Co, Practicing Company Secretary, confirming that none of the directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority has been obtained and is annexed hereto.
14. Means of Communication:
Quarterly un-audited financial results are published in the website of Stock Exchange,. The half yearly report is not sent separately to the Shareholders. Annual Reports sent to the shareholders at their registered address with the company and also put up on Company's web site.
The quarterly results, shareholding pattern and other mandatory information are available at the website of Bombay Stock Exchange (www.bseindia.com).
15. General Shareholders' Information:
Annual General Meeting
Listing fees for the financial year 2021-22 has been paid to the Stock Exchanges BSE
INE167F01018
Stock performance vs. BSE:
Market Price Data during the year ended 31.03.2023: There were no trading taken place in the Company's Scrip during the year.
A/106-107, Dattani Plaza, East West Indl.Compound, Andheri Kurla Road, Safed Pool,
Sakinaka, Mumbai-400072
Share Transfer System
• Securities lodged for transfer at the Registrar's Office are normally processed within 15 days from the date of lodgment, if the documents are clear in all respects. All requests for dematerialization of securities are processed and the confirmation is given to the depositories within 15 days. The Compliance Officer is empowered to approve transfer of shares and other investor related matters. Grievances received from investors and other miscellaneous correspondence on change of address, mandates, etc are processed by the Registrars within 30 days
• Pursuant to Clause 55A of the SEBI (LODR) Regulations, 2015 with the Stock Exchanges, certificates, on half-yearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities by the Company. Pursuant to Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, certificates have also been received from a Company Secretary-in-Practice for timely dematerialization of the shares of the Company and for conducting a Secretarial Audit on a quarterly basis for reconciliation of the Share Capital of the Company.
DECLARATION
In accordance with Clauses of the SEBI (Listing and Disclosure Requirements) Regulations, 2015 with the Stock exchanges, I hereby confirm that, all the Board Members and Senior Management personnel of the Company have affirmed compliance with the Code of Conduct and Ethics during the financial year ended March 31.03.2023.
By order of the Board of Directors For Hari Govind International Ltd,