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Company Information

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INDUCTO STEEL LTD.

06 January 2025 | 12:00

Industry >> Steel - Alloys/Special

Select Another Company

ISIN No INE146H01018 BSE Code / NSE Code 532001 / INDCTST Book Value (Rs.) 107.56 Face Value 10.00
Bookclosure 30/09/2020 52Week High 137 EPS 0.40 P/E 189.03
Market Cap. 30.45 Cr. 52Week Low 49 P/BV / Div Yield (%) 0.70 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors have pleasure in presenting the 36 th Annual Report along with the Audited
Financial Statements (Consolidated and Standalone) for the year ended March 31, 2024.

1. FINANCIAL RESULTS

Your Company's financial performance for the financial year ended 31st March 2024, is
summarised below:

itn T aVtici

Standalone

Consolidated

Particular

For the

For the

For the

For the

financial

financial

financial

financial

year ended

year ended

year ended

year ended

31.03.2024

31.03.2023

31.03.2024

31.03.2023

Revenue from operations

10,404.84

9,001.35

10,404.84

9,001.35

Other Income

177.82

56.37

177.82

56.37

Total Revenue

10,582.66

9,057.72

10,582.66

9,057.72

Cost of raw materials consumed

6,574.65

2,969.21

6,574.65

2,969.21

Purchase of Stock - in - trade

3,975.29

5,352.93

3,975.29

5,352.93

Changes in inventories of
finished goods, stock - in -
trade, work - in - process

(814.48)

268.88

(814.48)

268.88

Manufacturing expenses

133.32

82.76

133.32

82.76

Employee benefits expenses

221.91

81.83

221.91

81.83

Finance costs

356.57

87.45

356.57

87.45

Depreciation and amortization
expenses

28.38

27.79

28.38

27.79

Other expenses

81.42

86.18

81.37

86.14

Total Expenses

10,557.06

8,957.04

10,557.01

8,956.99

Share of profit/ (loss) from
associates

---

---

(0.05)

(0.05)

Profit / (Loss) before tax

25.60

100.69

25.60

100.69

Less: Current Tax

7.73

26.44

7.73

26.44

Less: Taxes of Earlier Years

1.35

8.82

1.35

8.82

Less: Deferred Tax

0.38

7.76

0.38

7.77

Profit / (Loss) after tax

16.14

57.66

16.14

57.66

Other Comprehensive Income

0.01

0.44

0.01

0.44

Total Comprehensive Income
for the year

16.15

58.10

16.15

58.10

Earnings Per Share (Face Value
of Rs. 10/- each)

-Basic

0.40

1.44

0.40

1.44

-Diluted

0.40

1.44

0.40

1.44

PERFORMANCE AND FINANCIAL HIGHLIGHTS
Turnover

Gross Turnover including other incomes for the financial year 2023-24 stood at Rs.10,582.66
Lakhs in comparison to Rs.9,057.72 Lakhs for the financial year 2022-23.

Revenue

The Company reported Revenue of Rs.10,404.84 Lakhs for the financial year 2023-24 in
comparison to Rs.9,001.35 Lakhs for the financial year 2022-23.

Finance Cost

Finance cost stood at Rs.356.57 Lakhs for the financial year 2023-24 in comparison to Rs.87.45
Lakhs for the financial year 2022-23.

Depreciation

Depreciation stood at Rs.28.38 Lakhs for the financial year 2023-24 in comparison to Rs.27.79
Lakhs for the financial year 2022-23.

Segmental Review

The company's business segments are identified based on the geographic locations of its units
and the internal business reporting system as per Ind AS 108. Business segments of the
company are primarily categorized as: Mumbai (Trading & Investment) and Bhavnagar (Ship
Breaking & Trading).

Segment-wise Standalone Ind AS Financial Results In Lakhs

Particulars

Mumbai

Bhavnagar

Total

Segment Assets

3,683.58

1,052.49

4,736.07

Segment Liabilities

351.16

64.00

415.16

Revenue from External Source (excluding
Inter Segment Revenue)

2,557.68

8,053.74

10.582.66

Segment Results Before Interest and Taxes

103.88

278.29

382.17

2. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014, Listing Regulations, the Audited Consolidated Financial Statements for the financial
year ended March 31, 2024 forms integral part of this Annual Report.

3. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion & Analysis as required in terms of the
SEBI Listing Regulations is provided as a separate section as Annexure A in the Annual
Report.

4. LISTING ON STOCK EXCHANGE:

The Company's shares are listed on BSE Limited.

5. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the
National Securities Depository Limited (NSDL) and also the Central Depository Services
(India) Limited (CDSL). As a result, the investors have an option to hold the shares of the
Company in a dematerialized form in either of the two Depositories. The Company has
been allotted ISIN No. INE146H01018. Shareholders are, therefore requested to take full
benefit of the same and lodge their holdings with Depository Participants [DPs] with
whom they have their Demat Accounts for getting their holdings in electronic form.

6. TRANSFER TO RESERVES:

The Company has not transferred any amount to the reserves during the financial year
under review.

7. DIVIDEND

Your Directors have considered it financially prudent in the long-term interest of the
Company to reinvest the profits into the business of the Company, to build strong reserve
base, meet the funds requirement and grow the business of the Company. Thus, your
Board of Directors regrets their inability to recommend any dividend for the year ended
March 31, 2024.

8. CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2024, there was no change in the nature of
business of the Company.

9. MATERIAL CHANGES AND COMMITMENTS

Other than stated elsewhere in this Report, there are no material changes and
commitments affecting the financial position of the Company between the end of the
current financial year and the date of this report.

10. CAPITAL STRUCTURE

The authorized share capital of the Company is Rs. 5,50,00,000/- (Rupees Five Crore Fifty
Lakhs only) divided into 55,00,000 (Fifty-Five Lakhs) equity shares of face value Rs. 10/-
each, fully paid up.

As on March 31, 2024, the total paid up equity share capital of the Company was Rs.
4,01,72,540/- (Rupees Four Crore One Lakh Seventy-Two Thousand Five Hundred and
Forty only) consisting of 40,17,254 (Forty Lakhs Seventeen Thousand Two Hundred and
Fifty Four) equity shares of face value Rs. 10/- each, fully paid up.

During the year under review, the Company has not issued any shares/ sweat equity
shares/ stock options / shares with differential voting rights.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a. BOARD OF DIRECTORS

During the year under review, there has been no change in the composition of Board of
Directors of the Company. As on March 31, 2024 the Board comprises of 4 (four) Directors:-

Sr.

No.

Name of Director

DIN

Designation

1.

Mr. Rajeev Shantisarup
Reniwal

00034264

Managing Director

2.

Mrs. Sweety Rajeev
Reniwal

00041853

Non-Executive Non¬
Independent Director

3.

Mr. Yogesh Anantrai
Thakkar

00043588

Non-Executive Independent
Director

4.

Mr. Bhushanlal Chamanlal
Behl

03023697

Non-Executive Independent
Director

Subsequent to the financial year end, Mr. Yogesh Anantrai Thakkar and Mr. Bhushanlal
Chamanlal Behl ceased to be Non-Executive Independent Directors due to completion of
their tenure with effect from the close of business hours on March 31, 2024. Further, Mr.
Manohar Hanumants Wagh (DIN: 02622648) and Mr. Tejasbhai Himmatbhai Thakkar (DIN:
03017277) were appointed as Non-Executive Independent Directors of the Company with
effect from April 01, 2024, subject to the approval of the Gujarat Maritime Board (GMB).

b. KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in the Key Managerial Personnel
(KMP) of the Company.

As on March 31, 2024, following are the Key Managerial Personnel (KMP) of your Company
in accordance with the provision of Section 2(51) and 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
read with SEBI (LODR) Regulations, 2015: -

Sr.

No.

Name of KMP

Designation

1.

Mr. Rajeev Shantisarup Reniwal

Managing Director

2.

Mr. Dilip Vimal Kaushik

Chief Financial Officer

3.

Ms. Fulvanti Jain

Company Secretary & Compliance Officer

c. RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 and other applicable provisions, if any, of
the Act and the Articles of Association of the Company, Mrs. Sweety Reniwal (DIN:
00041853), Non-Executive Non-Independent Director of the Company, is liable to retire by
rotation at the ensuing AGM and being eligible have offered herself for re-appointment.

d. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors of the Company have given their respective declarations
stating that they meet the criteria of Independence as provided in Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the
circumstances which may affect their status as an independent director during the year.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company.

The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Companies Act, 2013. They have registered themselves with
the Independent Director's Database maintained by the Indian Institute of Corporate Affairs
(IICA).

The Board opines that all the Independent Directors on the Board possess integrity,
necessary expertise and experience for performing their functions diligently.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 07 (Seven) Board meetings were convened and held. The
details of the meetings of the Board and various Committees of your Company are set out
in the Corporate Governance Report which forms part of this Annual Report. The
intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. COMMITTEES OF THE BOARD

As on March 31, 2024, the Board has 4 committee i.e. Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders
Relationship Committee.

Audit Committee:

Audit Committee is constituted as per Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act,
2013. Composition of Audit Committee is as per Section 177 (8) of Companies Act, 2013.
Composition, terms of reference and details of Meeting of the Committee is explained in
detail in the Corporate Governance Part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board of
Directors of the Company.

Nomination and Remuneration Committee ('NRC'):

The Board has set up a Nomination and Remuneration Committee in compliance with
Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The composition, quorum, powers, role
and scope are in line with the applicable provisions of the Act and SEBI Listing Regulations.
Composition, terms of reference and details of Meeting of the Committee is explained in
detail in the Corporate Governance Part of this Annual Report.

Stakeholder's Relationship Committee ('SRC'):

The Board has constituted a Stakeholders Relationship Committee According to 178 (5) of
the Companies Act 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Composition and terms of reference of the SRC is
explained in detail in the Corporate Governance Part of this Annual Report.

Corporate Social Responsibility Committee ('CSR'):

The Board has constituted Corporate Social Responsibility Committee to comply the
Section 135 of the Companies Act, 2013. Composition and terms of reference of which is
explained in detail in the Corporate Governance Part of this Annual Report.

14. COMPANY POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and
Remuneration Committee (NRC) has adopted a term of reference which, interalia, deals
with the criteria for identification of members of the Board of Directors and
selection/appointment of the Key Managerial Personnel/Senior Management Personnel
of the Company. The NRC recommends appointment/Re-appointment of Director based
on their qualifications, expertise, positive attributes and independence/ professional
expertise in accordance with prescribed provisions of the Companies Act, 2013 and rules
framed thereunder and Listing Regulations. The NRC, in addition to ensuring diversity of
race and gender, also considers the impact the appointee would have on Board's balance
of professional experience, background, viewpoints, skills and areas of expertise. In terms
of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of
your Company had, on recommendation of the NRC, adopted a Nomination Policy, which
inter alia enumerates the Company's policy on appointment of Directors and KMP. The
policy is available on the website of the Company
www.hariyanagroup.com.

15. PERFORMANCE EVALUATION OF THE BOARD

In terms of the provisions of the Act, the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and Nomination Policy of the Company, NRC and the Board have
approved a framework, which lays down a structured approach, guidelines and
processes to be adopted for carrying out an evaluation of the performance of the Board,
its Committees and individual Director.

During the year under review, the Board carried out the evaluation of its own
performance and that of its Committees and the individual Director.

The evaluation process focused on various aspects of the functioning of the Board and its
Committees, such as composition of the Board and Committees, attendance of Directors
at Board and committee meetings, acquaintance with business, communicating inter se
board members, effective participation, domain knowledge, compliance with code of
conduct, vision and strategy, experience and competencies, performance of specific
duties and obligations, governance issues etc. The Board also carried out the evaluation
of the performance of individual directors based on criteria such as contribution of the
director at the meetings, strategic perspective or inputs regarding the growth and
performance of the Company etc.

OUTCOME OF THE EVALUATION

Board of Directors:

The Board carried out an annual performance evaluation of the Board, Committees,
Individual Directors and the Chairman along with assessing the quality, quantity and
timeliness of flow of information between the Company Management and the Board that
is necessary for the Board to effectively and reasonably perform their duties. The
performance evaluation of the Board is carried out taking into account the various
parameters like composition of Board, process of appointment to the Board, common
understanding amongst Directors of their role and responsibilities, timelines and content
of Board papers, strategic directions, advice and decision making, etc. The Board also
notes the actions undertaken, pursuant to the outcome of previous evaluation exercises.

The performance evaluation of the Independent Directors was carried out by the entire
Board excluding the independent director being evaluated.

The Chairman of the respective Committees shared the report on evaluation with the
respective Committee member. The performance of each Committee was evaluated by
the Board, based on report on evaluation received from respective Committees.

The report on performance evaluation of the Individual Directors was reviewed by the
Chairman of the Board and feedback was given to Director

Committees of the Board:

The Committee's self-assessment is carried out based on degree of fulfilment of key
responsibilities, adequacy of Committee composition, effectiveness of meetings,
Committee dynamics and quality of relationship of the Committee with the Board and
the Management.

The Independent Director(s) also evaluated the performance of Non-Independent
Directors, the Chairman of the Board and the Board as a whole at the meeting of
Independent Director(s) held on February 14, 2024. The outcome and feedback from
Directors was discussed at the respective meetings of Board, Committees of Board and
meetings of Independent Director.

The overall performance evaluation exercise was completed to the satisfaction of the
Board. The Board of Directors deliberated on the outcome and necessary steps will be
taken going forward.

The details of the evaluation process are set out in the Corporate Governance Report
which forms a part of this Annual Report.

16. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12)
of the Act read with Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annexure B in
this Report.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best
of their knowledge and ability, 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 have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

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

18. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Internal financial control systems of the Company are commensurate with its size and
nature of its operations. These have been designed to provide reasonable assurance with
regard to the orderly and efficient conduct of its business including adherence to the
Company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and the timely preparation
of reliable financial information and disclosures.

Systems and procedures are periodically reviewed and these are routinely tested by
Statutory as well as Internal Auditors and cover all functions and business areas. The
Audit Committee reviews adequacy and effectiveness of the Company's internal control
environment and monitors the implementation of audit recommendations, including
those relating to strengthening of the Company's risk management policies and systems.

During the year under review, no material or serious observation has been received from
the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or
inadequacy of such controls.

19. AUDITORS AND AUDITORS' REPORT

JOINT STATUTORY AUDITORS

M/s. L S M & Co, Chartered Accountants, Mumbai (ICAI Firm Registration No. 116870W)
were re-appointed as Joint Statutory auditors at the 34 th Annual General Meeting held on
September 30, 2022 to hold office for a second term of 3 consecutive years i.e. to hold office
from the conclusion of 34th Annual General Meeting until the conclusion of 37th Annual
General Meeting of the Company to be held in the financial year 2025.

M/s. S. N. Shah & Associates, Chartered Accountants, Ahmedabad, having ICAI Firm
Registration No. 109782W, were appointed as one of the Joint Auditors of the Company,
at the Annual General Meeting held on September 30, 2022, in place of retiring Statutory
Auditors, M/s P.D. Goplani & Associates for a first term of 5 (five) consecutive years i.e.
to hold office from the conclusion of 34th Annual General Meeting until the conclusion of
39th Annual General Meeting of the Company to be held in the financial year 2027.

Further, both the aforesaid Statutory Auditors have confirmed that they are not
disqualified to act as Auditors and are eligible to hold office as Auditors of your
Company.

Observations of Statutory Auditors on Accounts for the year ended March 31, 2024:

There are no observations in the Auditors report for the financial year ended March 31,
2024 therefore, do not call for any further explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.

Fraud Reporting:

During the year under review, there were no instances of material or serious fraud falling
under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or
employees reported by the Statutory Auditors of the Company during the course of the
audit.

SECRETARIAL AUDITORS

The Board had appointed M/s. Dilip Bharadiya & Associates, Practicing Company
Secretaries, to conduct Secretarial Audit for the FY 2023-24. The Secretarial Audit Report
for the financial year ended March 31, 2024 is annexed herewith marked as Annexure C
to this Report.

The Secretarial Audit Report is self-explanatory and do not call for any further
explanation or comments from the Board under Section 134(3) of the Companies Act,
2013.

Further, pursuant to provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the
Company at its meeting held on May 30, 2024 has re-appointed M/s. Dilip Bharadiya &
Associates, Practicing Company Secretaries (Certificate of Practice No. 7956), to
undertake the Secretarial Audit of the Company for the financial year 2024-25.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on
recommendation of the Audit Committee has appointed Mr. Amol Shah, as Internal
Auditor of the Company.

20. DETAILS OF SUBSIDIARY/ TOINT VENTURES/ ASSOCIATE COMPANIES

The Company has no subsidiary, associate companies or joint venture companies within
the meaning of Section 2(6) and 2(87) of the Act and thus, pursuant to the provisions of
Section 129(3) of the Act, the statement containing the salient features of financial
statements of the Company's subsidiaries/associate companies in Form AOC-1 is not
required to be attached to the financial statements of the Company.

21. DEPOSITS

The Company has not accepted any deposits from the public falling under Section 73 of
the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March
31, 2024, there were no deposits which were unpaid or unclaimed and due for repayment,
hence, there has been no default in repayment of deposits or payment of interest thereon.

22. PARTICULARS OF LOANS, GUARANTEE & INVESTMENTS

The disclosure of loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,
2014 as on March 31, 2024, if any, forms part of the Notes to the Standalone Financial
Statements provided in this Annual Report.

23. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

As per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board
and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations, all
contracts/arrangements/transactions entered by the Company with Related Parties were
in ordinary course of business and at arm's length basis.

All Related Party Transactions entered into during the year under review were approved
by the Audit Committee and the Board, from time to time and the same are disclosed in
the Financial Statements of your Company for the year under review.

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board
has, on recommendation of its Audit Committee, adopted a Policy on Related Party
Transactions and the said policy is available on the website of the Company i.e.
www.hariyanagroup.com.

Further during the year under review, the Company had 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.
There were no materially significant related party transactions which could have potential
conflict with interest of the Company at large.

Accordingly, Form AOC-2 prescribed under the provisions of Section 134(3)(h) of the Act
and Rule 8 of the Companies (Accounts) Rules, 2014 for disclosure of details of Related
Party Transactions which are "not at arm's length basis" and also which are "material and
at arm's length basis", is not applicable to the Company.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The details of 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 in Annexure D and is attached
to this report.

25. RISK MANAGEMENT

The Company is exposed to the risk from the market fluctuations of foreign exchange as
well as the fluctuation in the price of iron and steel. The Company's raw material is old
ship, which is purchased from the international market on credit ranging up to 180 days
to 360 days. The Company is adopting policy of full hedging or covering the foreign
exchange requirement, the Company is regularly monitoring the foreign exchange
movement and suitable remedial measures are taken as and when felt necessary.

Though the Company is employing such measures, the Company is still exposed to the
risk of any heavy foreign exchange fluctuation.

Likewise, the Company's finished products are mainly re-rollable scrap generated from
ship breaking and the price of the same is linked to the market rate for iron and steel. Any
up and down in the price of the iron and steel will affect the profitability of the Company.

26. VIGIL MECHANISM

The Vigil Mechanism/Whistleblower Policy has been approved and adopted by Board of
Directors of the Company in compliance with the provisions of Section 177 (10) of the
Companies Act, 2013 and Regulation 22 of the Listing Regulations which provides a
formal mechanism to the employees, business associates and stakeholders of the
Company to, inter-alia, report any instances of financial irregularities, breach of code of
conduct, abuse of authority, disclosure of financial/ price sensitive information, unethical

/ unfair actions concerning Company vendors/ suppliers, malafide manipulation of
company data/records, actual or suspected fraud or discrimination to the Company's
Code of Conduct in an anonymous manner.

The policy of vigil mechanism is available on the Company's website i.e.
www.hariyanagroup.com

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status operations of the Company in future.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.

29. ANNUAL RETURN

Annual Return of the Company as per Section 92(3) of the Companies Act, 2013 is
uploaded on website of the Company and the same can be accessed at the weblink
www.hariyanagroup.com.

30. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the LODR, a Report on Corporate
Governance and a certificate obtained from the Statutory Auditors of the Company
confirming compliance, is provided in Annexure E and Annexure F respectively forming
part of this Board Report.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed towards providing a work environment that is professional
and mature, free from animosity and one that reinforces our value of 'integrity' that
includes respect for the individual. The Company is committed to providing a safe and
conducive work environment to all of its employees and associates.

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, your Company has adopted a Policy on Prevention
of Sexual Harassment at Workplace. This policy is applicable to all employees, irrespective
of their level and it also includes 'Third Party Harassment' cases i.e. where sexual
harassment is committed by any person who is not an employee of the Company. The said
policy is available on the website of the Company i.e.
www.hariyanagroup.com. Internal
Complaints Committee have also been set up to redress complaints received regarding
sexual harassment.

The Company has not received any complaint of sexual harassment during the financial
year 203-24.

32. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted Sustainability and Corporate Social Responsibility Committee
('CSR Committee'). The Board has also approved a CSR policy on recommendations of
CSR Committee, which is available on the website of the Company at
www.hariyanagroup.com

Further, as per the provisions of Section 135(1) read with Section 135(5) of the Companies
Act, 2013, every company having net worth of rupees five hundred crore or more, or
turnover of rupees one thousand crore or more or a net profit of rupees five crore or more
during the immediately preceding financial year shall spend at least two percent of the
average net profits of the company made during the three immediately preceding
financial years.

Since, the Company does not fall under the criteria given under Section 135(1) of the
Companies Act, 2013, the Company was not required to do CSR expenditure during the
year under review 2023-24.

33. MAINTENANCE OF COST RECORDS

As per the requirement of maintenance of cost records as specified by the Central
Government and pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the
Company has prepared and maintained cost records.

34. FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES
ACT, 2013

There was no instance of fraud reported by the auditor in their report under Section 143
(12) of the Companies Act, 2013.

35. FAMILIARIZATION PROGRAMME

The Company conducts Familiarization Programme for the Independent Directors to
enable them to be familiarized with the Company, its management and its operations to
gain a clear understanding of their roles, rights and responsibilities for enabling their
contribution to the Company. They are provided a platform to interact with multiple
levels of management and are provided with all the documents required and/or sought
by them to have a good understanding of Company's operations, businesses and the
industry as a whole.

Further, when a new Director is inducted on the Board, they are provided with necessary
documents/ brochures, reports, internal policies, strategy and such other operational
information to enable them to familiarize with the Company's procedures and practices.
Site visits to various plant locations are organized for the Independent Directors to enable
them to understand and acquaint with the operations of the Company.

Periodic presentations are made at the Board and Committee meetings on business and
performance updates of the Company, global business environment, business strategy
and risks involved. Detailed presentations on the Company's business segments are made
at the separate meetings of the Independent Directors from time to time.

The details of such familiarization programmes for Independent Directors are put up on
the Company's website and can be accessed at
https:/ /www.hariyanagroup.com/investor-relations-inducto.html.

36. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND

There were no such funds which were required to be transferred to Investor Education
and Protection Fund (IEPF) during the financial year ended March 31, 2024.

37. OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI Listing Regulations, your
Company additionally discloses that, during the year under review:

• There is no plan to revise the Financial Statements or Director's' Report in respect of
any previous financial year.

• The Company has not filed any application for Corporate Insolvency Resolution Process
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as amended from time to
time.

• The Company has not availed one time settlement with respect to any loans from banks
or financial institutions.

38. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere gratitude for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
business associates and members of the Company and look forward to their continued
support in future.

The Board of Directors also wish to place on record its deep sense of appreciation for the
committed services by the Company's executives, staff and workers at all levels. Our
consistent growth was made possible by their hard work, solidarity, co-operation and
support.

For and on behalf of the Board of Directors

RAJEEV RENIWAL SWE ETY RENIWAL

MANAGING DIRECTOR DIRECTOR

(DIN: 00034264) (DIN: 00041853)

Date: May 30, 2024
Place: Mumbai