To,
The Members
Hazoor Multi Projects Limited
Your Directors take pleasure in submitting the 32nd Annual Report of the Business and
operations of your Company and the Audited Financial Statements for the financial
yearended31st March, 2024.
1. FINANCIAL RESULTS & PERFORMANCE
(Rs. in Lakhs)
| Particulars |
For the year ended 31-03-2024* |
For the year ended 31-03-2023* |
For the year ended 31-03-2024* |
|
Standalone |
Consolidated |
| Revenue from operations |
48985.04 |
77580.71 |
54455.64 |
| Other Income |
475.09 |
38.61 |
475.09 |
| Total Revenue |
49460.13 |
77619.32 |
54930.73 |
| Profit before tax and |
7397.22 |
6124.12 |
8585.82 |
| Exceptional Items |
|
|
|
| Exceptional Items |
0.00 |
0.00 |
0.00 |
| Profit before Taxation |
7397.22 |
6124.12 |
8585.82 |
| -Current Tax |
1900.00 |
1550.00 |
2199.15 |
| -Deferred Tax |
9.73 |
16.15 |
9.73 |
| -Excess/Short provision of tax |
0.00 |
0.00 |
0.00 |
| Net Profit/(Loss) For The Year |
5487.50 |
4557.97 |
6376.95 |
*Figures are grouped wherever necessary.
The Company discloses financial results on quarterly basis of which results are
subjected to limited review and publishes audited financial results on an annual basis.
The Financial Statements as stated above are also available on the Company's website
www.hazoormultiproject.com.
2. STATE OF COMPANY'S AFFAIR
During the year, Your Company recorded revenue from Operations 48985.04 Lacs during the
current financial year as compared to total revenue of 77580.71 Lacs in financial year
2022-23 and Profit before Tax for the year 2023-24 stood at 7397.22 Lacs as compared to
profit before tax of 6124.12 Lacs in financial year 2022-23. Profit after Tax for the
current year stood at 5487.50 Lacs as compared to profit after Tax of 4557.97 Lacs in
financial year 2022-23. (Standalone) During the year, Your Company recorded revenue from
Operations 54455.64 Lacs during the current financial year and Profit before Tax for the
year 2023-24 stood at 8585.82 Lacs. Profit after Tax for the current year stood at 6376.95
Lacs. (Consolidated)
A detailed analysis on the Company's performance is included in the "Management's
Discussion and Analysis" Report, which forms part of this Report.
3. ROAD AHEAD
Our vision is to expand the existing base and widen scope of work. Our priorities are
as follows: Raising the more customer base Provide the best services and retain the
existing client base 24
4. DIVIDEND
Keeping in mind the overall performance and outlook for your Company, your Board of
Directors recommend that this time the company is not declaring dividends as the company
require funds for its business expansion. Your directors are unable to recommend any
dividend for the year ended 31st March, 2024. However, the Board of Director in the
meeting held on 09.08.2023 had recommended an interim dividend on Rs. 3/- per share
proportionate to the paid up value of the Equity Share. The Company has adopted Dividend
Distribution policy is available on the website of the company at
https://www.hazoormultiproject.com/investors/policies.html
5. UNCLAIMED DIVIDEND
There is balance lying in unpaid equity dividend account. Details are showing on the
website https://www.hazoormultiproject.com/investor/compliance.
6. TRANSFER TO RESERVE
Company has not transferred any amount from profit to General Reserve.
7. SHARE CAPITAL
The Company's Authorised Share capital comprising:
(i) Rs. 50,50,00,000 (Rupees Fifty crores Fifty Lakhs) equity share capital divided
into 5,05,00,000 (Five Crores Five Lacs) Equity Shares of Rs. 10/- each; and
(ii) Rs. 50,00,00,000 (Rupees Fifty crore) Preference Share Capital divided into 500
(Five Hundred) Preference Shares of Rs. 10,00,000 each;
As at March 31, 2024, the Company has issued 35, 00,000 Equity Shares by way of
Preferential Allotment. The Issued, Subscribed and paid up Capital are as under:
| Issued Capital |
18,72,50,000 |
| Subscribed Capital |
18,72,50,000 |
| Paid Up Capital |
18,71,41,558* |
* This includes only Fully Paid Up shares of the Company. The Company has 14,459 Partly
Paid up shares which is in Process of Forfeiture.
8. CHANGE IN NATURE OF BUSINESS, IF ANY
During the Financial Year, there has been no change in the business of the company or
in the nature of Business carried by the company during the financial year under review.
9. DEPOSITORY SYSTEM:
The Company's equity shares are available for Dematerialisation through National
Securities Depository Limited ("NSDL") and Central Depository Services (India)
Limited ("CDSL"). As of March 31, 2024, 99.78% of the Company's equity shares
were held in dematerialised form.
10. PUBLIC DEPOSITS
During the year, Company has not accepted any deposits from public within the meaning
of the Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits)
Rules, 2014.
11. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year, your Company has incorporated a wholly owned subsidiary company
limited by Shares by the name "Hazoor Infra Projects Private Limited",
inter-alia, to carry on the business as a Special Purpose Vehicle (SPV) for the four
laning of the Arawali Kante section of NH-17 (New NH-66) from km 241.30 to km 281.30
(total length - 39.24 Km) in the State of Maharashtra on Design Build Operate Transfer
(Hybrid Annuity) basis.
Your Company also acquired 100% of the paid-up share capital of M/s. Square Port
Shipyard Private Limited (Wholly Owned Subsidiary Company) pursuant to a Share Purchase
Agreement was incorporated in the year 2022 under Companies Act, 2013 and is engaged in
the business of manufacture, produce, assemble, alter, build, break, construct, convert,
commercialize, control, design, develop, dismantle, distribute, display, lay down,
establish, exchange, erect, equip, fit up, fabricate, hire, handle, let on hire, release,
install, maintain, operate, organize, prepare, promote, repair, overhaul, renovate,
recondition, remodel, service, load, unload, supervise, supply, import, export, buy, to
deal in all sizes, varieties, capacities, modalities, specifications, descriptions,
characteristics, applications and uses of ships, boats, vessels, tankers, and floating
structures including cruise ships, excursion boats, cargo ships, barges, ferry boats,
tankers, refrigerated vessels, bay liners, fishing vessels, yachts, rowing boats,
canvasses, sailboats, motorboats, tugs and pusher crafts, rafts, tanks, coffer-dams,
landing stages, buoys, beacons, floating platforms, dredgers, fire and to do all
incidental acts and things necessary for the attainment of the foregoing objects.
Your Company also acquired 46.75% of the paid-up share capital of M/s. Karmvir
Intelligent Infra Private Limited (Associate Company) pursuant to a Share Purchase
Agreement was incorporated in the year 2010 under Companies Act, 1956 and is engaged in
the business in India and abroad the business of infrastructure activities, real estate
developers, builders, contractors to purchase, acquire, develop, renovate, redevelop, re-
condition, improve, maintain and to deal and market all kinds of properties in any manner
whatsoever.
There has been no material change in the nature of the business of the subsidiaries.
The Company has no subsidiary which can be considered as material within the meaning of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the
following have been placed on the website of the Company www.hazoormultiproject.com:
a) Annual Report of the Company containing therein its standalone and the consolidated
financial statements; and
b) Audited annual accounts of the subsidiary companies. As required, the financial data
of the subsidiaries, joint venture and associate companies is furnished in the prescribed
Form AOC-1 as an Annexure-1 to the consolidated financial statements. Pursuant to
the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial
statements of the Company are attached.
12. 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
There was no significant material order passed by the regulators or courts or tribunals
impacting the going concern status and company's operation in nature.
13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of
Association of the Company, Mr. Dineshkumar Laxminarayan Agrawal (DIN:05259502), Executive
Director, retire by rotation and is being eligible has offered himself for re-appointment
at the ensuing Annual General Meeting. Company's policy on directors' appointment and
remuneration is available on the website of the company at
https://www.hazoormultiproject.com/investors.html
Based on the confirmations received from Directors, none of the Directors are
disqualified from appointment under Section 164 of the Companies Act, 2013.
The following are the List of Directors and KMP of the Company:
| Name of Directors |
Category & Designation |
Appointment Date |
Change in Designation |
Resignation Date |
| Mr. Dineshkumar Laxminarayan Agrawal |
Executive Director |
09.02.2018 |
25.08.2023 |
- |
| Mr. Akshay Pawankumar Jain |
Whole Time Director |
30.07.2020 |
24.09.2020 |
- |
| Mr. Pawankumar Nathmal Mallawat |
Executive Director |
12.01.2022 |
10.02.2022 |
- |
| Mr. Raviprakash Narayan Vyas |
Non-Executive Independent Director |
12.11.2018 |
27.09.2019 |
25.08.2023 |
| Mr. Harsh Harish Sharma |
Non-Executive Independent Director |
30.07.2020 |
24.09.2020 |
- |
| Ms. Madhuri Purshottam Bohra |
Non-Executive Independent Director |
19.07.2022 |
27.09.2022 |
- |
| Ms. Pratima Prem Mohan Srivastava |
Non-Executive Independent Director |
25.08.2023 |
21.09.2023 |
- |
| Mr. Dineshkumar Laxminarayan Agrawal |
CFO |
11.02.2019 |
- |
13.01.2024 |
| Mr. Bhavesh Ramesh Pandya |
Company Secretary |
19.08.2021 |
- |
02.08.2023 |
| Mr. Swaminath Chhotelal Jaiswar |
Company Secretary |
09.08.2023 |
- |
- |
| Mr. Satya Narayan Tripathi |
CFO |
15.01.2024 |
- |
31.03.2024 |
| Mr. Akshay Pawan Kumar Jain |
CEO |
14.02.2024 |
- |
- |
| Mr. Tejas Kirtikumar Thakkar |
Additional Executive Director |
29.05.2024 |
- |
- |
| Mr. Arvind Vilasrao Sapkal |
Additional Non-Executive Director |
29.05.2024 |
- |
- |
| Mr. Pramod Kumar |
Additional Independent Director |
29.05.2024 |
- |
- |
| Mrs. Divya Solanki |
Additional Independent Director |
29.06.2024 |
- |
- |
14. ANNUAL RETURN
As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual
return to Directors Report is discontinued. The Annual Return for FY 2023-24 is available
on Company's website at https://www.hazoormultiproject.com/investors.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES
With reference to Section 134(3) (h) of the Companies Act, 2013, all contracts and
arrangements with related parties under section 188 of the Companies Act, 2013 entered by
the Company during the financial year, were in ordinary course of business and at arm's
length basis. Details of the related party transactions made during the year are attached
as Annexure-2 in form AOC-2 for your kind perusal and information.
16. POLICY ON RELATED PARTY TRANSACTIONS
The Board of the Company has adopted the Policy and procedure with regard to Related
Party Transactions. The policy envisages the procedure governing the materiality of
Related Party Transactions and dealing with Related Party transactions required to be
followed by Company to ensure compliance with the Law and Regulation. The said Policy is
available on the website of the Company.
The Policy on Related Party Transactions is uploaded on the website of the company. The
web link is https://www.hazoormultiproject.com/investors
17. CORPORATE GOVERNANCE
Your Company has incorporated the appropriate standards for corporate governance.
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company is filing Corporate Governance Report to stock exchange
quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on
corporate governance report in annual report of the company. Corporate Governance Report
is as per Annexure - 3.
18. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology Absorption and Foreign
Earning and Outgo as required under Section 134(3) (m) of the Companies Act, 2013, read
together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report
as per Annexure -4.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements),
Regulation 2015, the Management Discussion and Analysis Report of the financial condition
and results of consolidated operations of the Company under review, is annexed and forms
an integral part of director's report is given in Annexure - 5.
20. AUDITORS STATUTORY AUDITORS:
In the AGM held on 27/09/2019, M/s VMRS & Co., Chartered Accountant was appointed
as auditors for five years from 01/04/2019 to 31/03/2024. As per Section 139, the term of
existing auditors ends on this AGM and they need to be re-appointed for a further period
of 5 years. So, the Board proposes to confirm the Re-appointment of M/s VMRS & Co.,
Chartered Accountants to the effect that their reappointment as Statutory Auditors of
the Company from the conclusion of 32ndAnnual General Meeting until the conclusion of the
37th Annual General Meeting of the Company, if made, would be within the prescribed limits
under Section 139 of the Companies Act, 2013 and that they are not disqualified for such
appointment within the meaning of Section 141 of the Companies Act 2013.
INTERNAL AUDITOR:
The Board has appointed M/s. KPJ & Associates, Chartered Accountants, Mumbai as an
Internal Auditor for 5 Years from financial year 2023-24 to 2027-28 in the Board meeting
held on 09th August, 2023 after obtaining his willingness and eligibility letter for
appointment as Internal Auditor of the Company. The scope of work and authority of the
Internal Auditors is as per the terms of reference approved by Audit Committee. M/s. KPJ
& Associates has resigned from the post of Internal Auditor w.e.f. 29th May, 2024.
SECRETERIAL AUDITOR:
Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as
secretarial Auditor of the company for the financial year 2023-24.The secretarial report
for the financial year 2023-24 is attached as Annexure-6.
Secretarial auditors' observation(s) in secretarial audit report and directors'
explanation thereto
a. The company has revised the filing of outcome of board meeting with the stock
exchange on 31st May, 2023 as resignation letter of internal auditor was not attached with
the same.
b. The company has filed the Statement of Deviation before the publication of financial
result for the quarter ended March 2023. The statement of deviation was filed on
08/05/2023 whereas financial results were published on 30/05/2023.
c. The company has filed the Statement of Deviation after the publication of financial
result for the quarter ended June 2023.
The statement of deviation was filed on 12/08/2023 whereas financial results were
published on 09/08/2023.
d. The company has filed the Statement of Deviation after the publication of financial
result for the quarter ended September 2023. The statement of deviation was filed on
10/11/2023 whereas financial results were published on 11/11/2023.
e. The company had received the intimation regarding loss of share certificates on
25/08/2023 whereas the information was submitted to the stock exchange on 28/08/2023. The
submission was delayed by a day.
f. The notice of EGM dated 06/12/2023 was submitted to stock exchange on 08/12/2023,
however, the publication of the same in newspaper was done on 10/12/2023. The publication
was delayed by 24 hours.
g. The amount disclosed in Initial disclosure for large Corporate Disclosure was 22.72
crores, whereas the amount reported in Audited Financial Statements was 21.87 crores. As
per the management it was due to some miscalculation.
h. Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for allotment of securities in PDF mode was filed on
01/02/2024 and the same was filed in XBRL mode on 03/02/2024.
i. The change in the proposed list of allottees of equity shares was informed via a
corrigendum to notice of Extraordinary General Meeting on 29/12/2023, however newspaper
advertisement of the same was not published.
j. The audited financial statements of the year ended 31st March, 2024 were not signed
by Chief Financial Officer as he has resigned from the post of CFO from the close of
business hours of 31st March, 2024. As on the date of this report, the company has not
appointed any CFO in the company and the time limit of 3 months has lapsed as per Clause 2
of Regulation 26A of Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
k. Amount of Rs. 3,60,571 is unspent towards CSR expense.
l. Following forms are filed after the due date:
| Sr. No |
Form No. / Return |
SRN |
Particulars |
Date of Filing |
Delay by |
| 1. |
Form MGT-14 |
AA7899255 |
Investment in Wholly Owned Subsidiary |
15/05/2024 |
229 days |
The Management informed that the form could not be filled within due date due to
certain connectivity issues.
21. COMMENTS ON AUDITOR'S REPORT
The notes referred to in the Auditor Report are self-explanatory and they do not call
for any further explanation as required under section 134 of the Companies Act, 2013.The
Statutory Auditors have not reported any incident of fraud to the Audit Committee of the
Company in the year under review.
22. NUMBER OF MEETING HELD DURING THE YEAR
The Details of all meeting of Board of Directors and Committee meeting had taken place
during the year and their details along with their attendance, is given in Annexure-3 in
the Corporate Governance Report.
23. COMPOSITION OF BOARD AND ITS COMMITTEE
The detail of the composition of the Board and its committees thereof and detail of the
changes in their composition, if any, is given in Annexure-3 in the Corporate
Governance Report. The composition of the Board and its committee is also available on the
website of the company at www.hazoormultiproject.com
24. LOANS, GUARANTEES AND INVESTMENT
The company has made investments in following companies:
| Sr. No. |
Date of Transaction |
Purpose of Transaction |
Amount involved in Transaction (Amount in Lakhs) |
| 1. |
10-04-2023 |
Optionally Convertible Debenture-0.01%in Square Port Shipyard Private Limited |
2500.000 |
| 2. |
Various Dates |
Investment in wholly owned Subsidiary in Hazoor Infra Projects Private Limited |
10.000 |
| 3. |
Various Dates |
Deemed Investmentin WOS, Hazoor Infra Projects Private Limited |
5590.000 |
| 4. |
Various Dates |
Investment in Equity Instruments (quoted) |
344.956 |
| 5. |
Various Dates |
Advance to Subsidiary Company, Hazoor Infra Projects Private Limited |
6.567 |
25. DECLARATION BY INDEPENDENT DIRECTORS
Company has received declaration from all the independent directors duly signed by them
stating that they meet the criteria of independence as provided in section 149(6) of the
Companies Act, 2013.
There has been no Change in the circumstances affecting their status as Independent
Directors of the Company so as to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act, 2013 and the relevant regulations.
All the independent directors have cleared Online Self-Assessment Test with the Indian
Institute of Corporate Affairs at Manesar. Except Mrs. Divya Solanki who was appointed on
29.06.2024.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent
Directors of the company have complied with the code of Independent Director. Independent
Directors met separately on 18th March, 2024 to inter alia review the performance of
Non-Independent Directors (Including the Chairman), the entire Board and the quality,
quantity and timeliness of the flow of the information between the Management and the
Board.
26. VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee. It
is affirmed that no personnel of the Company have been denied access to the Audit
Committee. The Whistle Blower Policy has been posted on the website of the Company
athttps://www.hazoormultiproject.com/investors.
27. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors
hereby confirm:
A. That in preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departments;
B. That the directors 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 if the Company at the end of the
financial year and of the profit of the Company for that period;
C. 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 for preventing and detecting fraud and other irregulations;
D. That the directors had prepared the annual accounts on a going concern basis; and
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;
F. The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
28. ANNUAL EVALUATION
During the year, the Board has carried out the annual evaluation of its own performance
as well as the evaluation of the working of its committees and individual Directors,
including Chairman of the Board. This exercise was carried out through a structured
questionnaire prepared separately for Board, Committee and individual Directors.
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The board and the nomination and remuneration
committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on
the key aspects of his role.
The Board acknowledged certain key improvement areas emerging through this exercise and
action plans to address these are in progress. The performance evaluation of the
Non-Independent Directors, performance of Board as a whole including Chairman was carried
out by the Independent Directors at a separate meeting of the Independent Directors on
18th March, 2024.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
29. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has a well-placed, proper and adequate internal financial control system
which ensures that all the assets are safeguarded and protected and that the transactions
are authorized recorded and reported correctly. The internal audit covers a wide variety
of operational matters and ensures compliance with specific standard with regards to
availability and suitability of policies and procedures. During the year no reportable
material weakness in the design or operation were observed.
30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Companies Act, 2013 re-emphasizes the need for an effective internal financial
control system in the company. Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014
requires the information regarding adequacy of internal financial controls with reference
to the financial statements to be disclosed in the board's report. The detailed report
form part of Independent Auditors Report.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is committed to good corporate citizenship. As a part of its corporate
social responsibility, the Company continues to undertake a range of activities including
healthcare and education to improve living conditions of the needy people. The CSR policy
of the Company is placed on the website of the Company
https://www.hazoormultiproject.com/master/Investor/pdf/image18322024-04-20-18-44-54policy-of-csr.pdf.
Pursuant to the provisions of section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility) Rules 2014; the Board has undertaken the CSR
activities as per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules,
2014. The details of CSR activities for the financial year 2023-2024 forms part of this
Board report in Annexure 7.
32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures
pertaining to remuneration as required under section 197(12) of the companies act 2013
read with rules 5 of the companies (appointment and remuneration of managerial personnel)
Rules, 2014 are annexed in Annexure 8 to this report and form part of this Report.
33. STATEMENT ON RISK MANAGEMENT
During the financial year under review a statement on risk management including
identification therein of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company as per the provisions of Section 134(3) (n) of
Companies Act, 2013; has been annexed in Annexure-9.
34. CEO/CFO CERTIFICATION
In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the
Board of Directors of the Company with regard to the financial statements and other
matters specified in the said regulation for the financial year 2023-24. The certificate
received from CFO is attached herewith as per Annexure 10.
35. LISTING AT STOCK EXCHANGE
The Annual Listing Fee for the current year has been paid to the BSE Limited.
36. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of your Company
have occurred between the end Of the financial year of the Company to which financial
statements relates and the date of this report.
37. CODE OF CONDUCT
Being a listed Company provided to the Company from formulating of Code of Conduct for
Board of Directors and Senior Management Personnel. However, Board of Directors has
formulated and adopted Code of Conduct for Board of Directors and Senior Management
Personnel. During the year, Board of Directors and Senior Management Personnel has
complied with general duties, rules, acts and regulations. In this regard certificate from
Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has been received by the Board and the same is attached
herewith as per Annexure 11.
Code of Conduct form Board of Directors and Senior Management Personnel is available on
below link: https://www.hazoormultiproject.com/investors.html.
38. CORPORATEGOVERNANCE
Corporate Governance is a set of process, practice and system which ensure that the
Company is managed in a best interest of stakeholders. The key fundamental principles of
corporate governance are transparency and accountability. At Hazoor, Company's core
business objective is to achieve growth with transparency, accountability and with
independency. Company has adopted various corporate governance standard and doing business
in ethical way by which Company has enhance stakeholders trust, shareholders wealth
creation by improving shares valuation, market capitalization, etc.
A certificate received from M/s VMRS & Co., Statutory Auditors of the Company
regarding compliance of the conditions of Corporate Governance, as required under Schedule
V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 is attached
herewith as per Annexure 12.
39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
Our company goal has always been to create an open and safe workplace for every
employee to feel empowered, irrespective of gender, sexual preferences, and other factors,
and contribute to the best of their abilities.
Internal Complaints Committee (ICC): The Company has instituted an Internal Complaints
Committee (ICC) for redressal and timely management of sexual harassment complaints. The
Committee is chaired by Company Secretary of the
Company. The Committee also has an external senior representative member who is a
subject matter expert. The Board is periodically updated on matters arising out of the
policy/framework, as well as on certain incidents, if any.
The Company has zero tolerance towards sexual harassment and is committed to provide a
safe environment for all. The Company's policy is inclusive irrespective of gender or
sexual orientation of an individual. It also includes situations around work from home
scenarios. To create awareness on this sensitive and important topic, training/awareness
programs are conducted throughout the year to create sensitivity towards ensuring
respectable workplace.
The Company did not receive any complaints on sexual harassment during the year 2023-24
and hence no complaints remain pending as of 31st March, 2024.
40. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
(ICSI)
The Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI).
41. PREVENTIONOF INSIDER TRADING
The Company has adopted a Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive information with a view to regulate trading in securities by
the Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company's shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code.
The Company has a Prohibition of Insider Trading Policy and the same has been posted on
the website of the Company at https://www.hazoormultiproject.com/investors.html
42. RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressive
research and development will help us to measure up to future challenges and
opportunities. We invest in and encourage continuous innovation. During the year under
review, expenditure on research and development is not significant in relation to the
nature size of operations of your Company.
43. FRAUD REPORTING
During the financial year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its officers or employees to the Audit Committee or to the Central Government under
Section 143(12) of the Companies Act, details of which needs to be mentioned in this
Report.
44. MAINTENANCE OF COST RECORDS
The Company has maintained cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Act. M/s. N. Ritesh N. & Associates, Cost
Accountants, Mumbai (Firm Registration No. 100675) have carried out the cost audit for the
cost records maintained for the FY 2023-24.
The Board, on the recommendation of the Audit Committee, has appointed M/s. N. Ritesh
N. & Associates, as Cost Auditors of the Company for conducting the audit of cost
records maintained for the FY2024-25 under Section 148 of the Act read with the Companies
(Audit and Auditors) Rules, 2014.
The remuneration proposed to be paid to the Cost Auditor is subject to ratification by
the Members of the Company at the ensuing 32nd Annual General Meeting.
The Cost Audit Report for the financial year 2022-23, which was filed with the Ministry
of Corporate Affairs on 10th October, 2023.
45. OPINION OF BOARD
During the year 1 Independent Director was appointed in the company. The Board of
directors consists of independent Director having integrity, relevant expertise and
experience.
46. STATUTORY INFORMATION
The Company is basically engaged in the business of infrastructure and is a Real estate
Company. Apart from this business, the company is not engaged in any other
business/activities.
47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
There are no applications made or any proceedings pending against the Company under
Insolvency and Bankruptcy Code, 2016 during the financial year.
48. CREDIT RATING
The details of the credit ratings awarded to the Company are provided in the Corporate
Governance Report forming part of the Integrated Annual Report.
49. APPRECIATION
Your Directors take this opportunity to place on record their appreciation and sincere
gratitude to all stakeholders of the company viz. Shareholders, banks and other business
partners for their valuable support and look forward to their continued co-operation in
the years to come. The Directors place on record their sincere appreciation to all
employees of the company for their support and contribution to the company.
50. ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation of the co-operation and
assistance received from Shareholders, Bankers, regulatory bodies and other business
constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers and staff, resulting in successful
performance of the Company during the year.
| Place: Mumbai |
For the Board of Director |
For the Board of Director |
| Date: 26.07.2024 |
HazoorMultiProjectsLimited |
Hazoor Multi Projects Limited |
|
Sd/- |
Sd/- |
|
Pawankumar Nathmal Mallawat |
Akshay Pawan Kumar Jain |
|
Chairperson & Executive Director |
Whole Time Director |
|
DIN: 01538111 |
DIN: 08595089 |
|