Review of Board of Directors

Your Directors have pleasure in presenting 23rd Annual Report together with
the Audited accounts for the year ended 31st March 2014.


  

    

    

    
(Rs. in lacs) 
  
  

    
Financial Results
    
2013-14
    
2012-13
  
  

    
Total Income
    
0.69
    
1.65
  
  

    
Operating Profit/(Loss)
    
(68.78)
    
(3.44)
  
  

    
Financial charges
    
-
    
-
  
  

    
Depreciation
    
-
    
-
  
  

    
Profit/ (Loss) before tax
    
(68.78)
    
(3.44)
  
  

    
Provision for tax
    
-
    
-
  
  

    
Profit/ (Loss) after tax
    
(68.78)
    
(3.44)
  



Review of Operation

The Company has not carried out any production activity during the year. Other Income
of Rs. 0.69 Lacs was towards the Miscellaneous Income and rent income. During the year,
the manufacturing plant remained closed and so there was no income generation from that.
During the year, the Company has sold its Manufacturing Plant and machineries situated at
S.L. No. 134, At Budasan, Tal. Kadi, Dist. Mehsana, Gujarat, with facility to manufacture
polymer products, which includes Land & Building and Plant & Machinery in full.
Due to this sale of old plant and machineries, the Company has incurred loss of Rs.52.52
Lacs. The Company has utilized this sale proceed to pay off the liabilities of the
Company. The members have approved Sell/ Transfer or Dispose off Budasan Unit by Special
Resolution dated 13th July, 2013, through postal Ballot process. Further due to
the employees cost, bad-debts written off and some administrative expenses, the net loss
after tax was Rs.68.78 Lacs as compared to last year's loss of Rs. 3.44 Lacs.


Dividend

Your Directors do not recommend any dividend for the year 2013-14, in view of loss made
during the year. (previous year Nil)


Fixed Deposit

Your Company has not invited or accepted any deposits under Section 58A of the
Companies Act, 1956, from the public, during the year.


Directors

In accordance with the provisions of the Articles of Association and of the Companies
Act 2013, Mr. Narendra Shah, Director of the Company, retiring by rotation at the ensuring
Annual General Meeting and being eligible, offer himself for reappointment.

The Board of Directors have, in their meeting held on 31st July, 2014,
appointed Mr. Nayan Joshi as an Additional Director who holds office as such upto the date
of ensuing Annual General Meeting. Impending notification of Section 149 and other
applicable provisions of the Companies Act, 2013, your directors are seeking appointment
of Mr. Nayan Joshi, Mr. Ajay Bhavsar and Mr. Ashish Tripathi, as Independent Directors for
three consecutive years for a term upto 29th September, 2017.

None of the Directors of the Company is disqualified for being appointed as Director as
specified in Section 164 (2) of the Companies Act, 2013.

The brief particulars of all directors, for which approval of members for their
appointments or re-appointments are sought, have been provided in the Corporate Governance
Report pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.


Statutory Disclosure

The information required under section 217(2A) of the Companies Act, 1956 and the rules
made there under, is not applicable to the Company , as no employees drawing remuneration
of Rs. 60,00,000/- or more per annum employed throughout the year or Rs. 5,00,000/- or
more per month employed for a part of the year.


Particulars required to be furnished by the Companies (Disclosure of particulars in the
report of the Board of Directors) Rule, 1988.

Information pursuant to Section 217(1)(e) of the Companies Act,1956 read with the
Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are
as under:

As the production unit of the Company is closed, the Research and development
activities programs and Technology absorption are not carried out by the Company. There is
no energy consumption or additional investment to conserve the energy is made during the
year.

There is no foreign exchange earnings and outgo during the year (previous year also
nil).


Shifting of Registered office :

Since last many years, the registered office of the Company was situated at the
Manufacturing plant of the Company at S.L. No. 134, At Budasan, Tal. Kadi, Dist. Mehsana
in the State of Gujarat. The Company has sold this undertaking/ unit, including Plant
& Machinery and Land & Building situated at that location. Further, as the said
destination is far from the City of Ahmedabad, shareholders are unable to participate in
the General Meeting of the Company. Considering all these, the Company has shifted its
registered office in the City of Ahmedabad at 513, Golden Triangle/Stadium Road,
Navrangpura, Ahmedabad - 380014, w.e.f. 13th July, 2013, as approved by the
members through Postal Ballot process.


Sell/ Transfer or Dispose off Budasan Unit:

The Manufacturing Plant of the Company is situated at S.L. No. 134, At Budasan, Tal.
Kadi, Dist. Mehsana, Gujarat, with facility to manufacture polymer products. Since last
many years, the manufacturing plant of the company is closed and the realisable value of
the plant & machinery was lower, day by day due to obsolete technology and closure of
the plant. Considering that, it is advantageous for the company to sell/ transfer the
undertaking including Land & Building and Plant & Machinery in full, so that these
funds can be utilized to pay off the liabilities of the Company. The members have approved
Sell/ Transfer or Dispose off Budasan Unit by Special Resolution dated 13th July, 2013,
through postal Ballot process.

The Company has finalized the sale process and sold all its Plant and Machineries
situated at S.L. No. 134, At Budasan, Tal. Kadi, Dist. Mehsana, Gujarat, including Land
and Building and all realized sum has been utilised towards clearing of all liabilities.
The Company has made loss of Rs.52.52 Lacs towards sale of all these Assets.


Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors confirm the
following:

1. In the preparation of the annual accounts, the applicable accounting standards have
been followed.

2. Your 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 of the Company at the end of the financial year ended on
31st March, 2014.

3. Your Directors have 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. Your Directors have prepared the attached statements of accounts for the year ended
31s1 March, 2014, not on a going concern basis, as there were no manufacturing
activities.


Change In Legislation Governing Companies In India

During the year under review, the provisions of the new Companies Act have been made
effective replacing the Companies Act of 1956 vintage by the induction of the Companies
Act, 2013. The Government has notified 287 sections out of total 470 sections which covers
all the material provisions of the new Companies Act, 2013.

However, as clarified by the Ministry of Corporate Affairs, the provisions of Companies
Act, 1956 would remain applicable in respect of financial accounts, auditor's report and
directors' report thereon for the financial year ended on 31 st March, 2014.


Change In Nomenclature of Committees and Enhanced Their Scope

Pursuant to the introduction of the Companies Act, 2013 and the rules there under the
Nomenclature of the 'Shareholders Grievance Committee' has been changed to 'Stakeholders'
Grievances and Relationship Committee'.

The scope of terms of reference/scope for Audit Committee has been enhanced in line
with the provisions of Section 177 of the Companies Act, 2013 with additional scope on
vigil mechanism, safeguards against victimization of persons who use such mechanism,
direct access to chairman of audit committee in appropriate or exceptional cases etc.

Details of various committees constituted by the Board of Directors are given in the
Corporate Governance Report annexed and forms part of this report.


Vigil Mechanism

The provisions of section 177 (9) and (10) of the Companies Act, 2013 mandates every
listed company to establish vigil mechanism for directors and employees to report genuine
concern in such manner as may be prescribed. The provisions of the said policy, provided
for adequate safeguards against the victimization of persons who use such mechanism and
make provisions for direct access to the chairman of the Audit Committee in appropriate or
exceptional cases.

The Board of Directors of the Company have at their meeting held on 31st
July, 2014 approved whistle blower policy to be in line with the provisions of Companies
Act, 2013 read with the listing agreement.

Any director or employee of the company, who observes any Unethical Behaviour or
Improper Practices or Wrongful Conduct and/or financial or non financial malpractices or
non-compliance with legal requirements concerning the company, is free to report to the
specified officer in the mode as provided in the policy.


Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under clause 49 of the
Listing Agreement with the Stock Exchange has beenattached as a part of the Directors'
Report.


Corporate Governance

The Company has adopted Corporate Governance practices and has complied with all the
mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As
required under the listing agreement, a separate Report on Corporate Governance forms part
of this Annual Report. The certificate from statutory Auditors of the Company regarding
compliance of conditions of Corporate Governance is part of this report and is annexed.

The Board of Directors supports the basic principles of corporate governance. In
addition to this, the board lays strong emphasis on transparency, accountability and
integrity.


Depositories

The Company had already approached NSDL and CDSL for obtaining electronic connectivity
for company's shares. However, both of them have rejected our request. So, shares of the
company will continue to be traded in Physical form.


Listing

The Company's shares are listed at Vadodara as well as Mumbai Stock Exchanges. Howevet,
the Mumbai Stock Exchanges have suspended the trading due to technical reason. The Company
has made revocation application to BSE, which is under consideration.


Auditors & Auditors Report

The Statutory Auditors of the Company, M/s. Nikunj H. Shah & Co., Chartered
Accountants, Ahmedabad (Firm Registration No. 131307W) will retire at Conclusion of
ensuing Annual General Meeting and being eligible, have offered themselves for
re-appointed.

The Company has received a written Certificate from Auditors stating their appointment,
if made would be within the limit under Section 139(1) of the Companies Act, 2013 and the
rules made there under. The Board, on the recommendation of the Audit Committee, has also
proposed that M/s. Nikunj H. Shah & Co., Chartered Accountants, Ahmedabad, be
re-appointed as Auditor of the Company.

Notes forming part of the accounts are self-explanatory and therefore, do not require
any further comments.


Acknowledgements

Your Directors would like to place on record their sincere gratitude for the support
received from clients, suppliers and bankers. The Board of Directors also takes this
opportunity to acknowledge the dedicated efforts and commitment made by other associates
at all levels and their contribution to the Company during the year.


  

    
Date :31st July, 2014
    
By order of the Board
  
  

    
Regd. Office
    
For Harsh Polymers (India) Limited
  
  

    
513, Golden Triangle,
    

  
  

    
Stadium Road, Navrangpura,
    
Narendra J. Shah
  
  

    
Ahmedabad-380 014.
    
Director