Directors Report of Heera Ispat Ltd.

Mar 31, 2025

Your directors have pleasure in presenting herewith the 33^rd Audited Annual Report for the year ended
on 31^st March, 2025 of your Company.

FINANCIAL RESULTS:

The Financial performance of the company during the year is as under:

(Amount Rs.in Thousands)

PARTICULARS	FOR THE YEAR ENDED ON 31/03/2025	FOR THE YEAR ENDED ON 31/03/2024
Revenue from Operations	NIL	NIL
Other Income	NIL	NIL
Total Income including Depreciation and Amortization	NIL	NIL
Total Expenses	4645.90	638.99
Profit Before Exceptional Items and Tax	-4645.90	-638.99
Exceptional Item	0	-1000.00
Tax Expenses	0	0
Deferred Tax	0	0
Provision for FBT.	0	0
Profit / (Loss) After Tax. Transferred to Reserve and Surplus in Balance Sheet.	-4645.90	-1638.99
Net Earnings per share.	-0.79	-0.28
Reserve And Surplus	-64,444.87	-970.97

OPERATIONAL OVERVIEW:

During the year the company was not engaged in any commercial business operations of
Manufacturing, Trading or providing services. The Revenue from such operations during the year is
NIL. The Company has incurred an expenditure in the nature of General Administrative Expenses of
Rs. 4645.90 Thousand. Hence, the company has incurred a net operational loss of Rs. -4645.90
Thousands which was Rs. -1638.99 Thousands in the previous year.

DIVIDEND:

In the view of accumulated and carried forwarded losses your Director have not recommended any
amount to be paid as Dividend to shareholders.

PERFORMANCE:

The company has made net Loss of Rs. 4645.90 Thousands after necessary adjustments in earlier
years financial loss in the previous year. This is due to mainly non operation of any type of
commercial business activities in the company during the year.

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES:

The company does not have holding or subsidiary companies during the year and no other company
has become holding / subsidiary/ joint venture. There as no investments of more than 20% in
any other body corporate by the company Hence there was no Associate / Group Companies.

SHARE CAPITAL STRUCTURE:

During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid-up
Share Capital Structure of the Company.

FIXED DEPOSIT:

The Company has not invited nor accepted any public deposit during the year under review and no
amount against the same was outstanding at the end of the year.

REGULATORY STATEMENT:

In conformity with Regulations of SEBI (Listing Obligation and Disclosure Requirement)2015, the Cash
Flow Statement for the year ended 31.03.2025 is annexed hereto. The equity shares of the Company are
listed on the BSE Ltd. The Company has not paid listing fees for the year 2024-2025 to BSE.

CORPORATE GOVERNANCE:

The Company''s Total paid up equity share capital is less than Rs. 10 crores and its total Net worth is less
than Rs. 25 crores, Hence, the Company is being treated as Small Company and as such as per SEBI
(LODR) 2015 Regulation Number: 15(2) your company is exempt from making compliance with
Regulations No. 17 to 27, Clause- B to I of Sub Regulation 2 of Regulation 45 and Para C, D and E of
Schedule V. Accordingly, except the statement on" Management Discussion and Analyses Report," your

Directors have though formed the sub-Committees of the Board as per requirements of Corporate
Governance and they are operational, however, no detailed Report on Compliance with Conditions of
Corporate Governance report are given here with. The Company is exempted from providing report on
Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015.

INTERNAL AUDITOR:

Considering very minimum financial transactions in the company just to meet the routin
Administrative expenses, the Company has not appointed an Independent firm of Chartered
Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the
Audit Committee in order to strengthen the internal control system for the Company. The Board
will appoint an Internal Auditors as and when it deem fit and proper considering the adequate
number of business, commercial operations and more financial transactions of varied nature.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not applicable to your Company.

DEMATERIALISATION OF SECURITIES:

Your Company''s Equity shares are admitted in the System of Dematerialization by both the Depositories
namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share
Transfer Agent M/s Skyline Financial Services Pvt. Ltd. The Investors are advised to take advantage of
timely dematerialization of their securities. The ISIN allotted to your Company is INE025D01013. Total
Share dematerialized up to 31st March 2025 were 54,47,000 which constitute 92.59% of total capital.
Your directors request all the shareholders to dematerialize their shareholding in the company as early
as possible.

DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

The Company has not entered into related parties'' transactions for sale/purchase of goods or services
at preferential prices. However, all the transactions in the nature of sales/purchase of goods or
services are made on arm''s length basis. The same were reported to the Board at every meeting
and Board took a note of the same and approved. Other details for inter corporate financial
transactions or remuneration and other benefits paid to directors, their relatives, key managerial
personnel etc. are given in the notes to the accounts as per requirements of AS 18. Company has
formulated various other policies such as Evaluation of Board Performance Policy etc. All such
policies were documented and adopted by the Board in its meeting.

As the Company is loss making one, the provisions related to CSR is presently not applicable to the
Company.

Regarding Performance Review of each of the member of the Board and also the performance of the
various Committees and the Board, the Company has adopted the Model Code of Conduct for
Independent Directors, Key Managerial Personnel as prescribed in Schedule IV to the Companies Act,
2013 and also as prescribed in the SEBI (Insider Trading) Regulations. The Company strictly follows the
procedure to obtain necessary timely declarations from each of the directors and key managerial
personnel.

Management''s Discussion and Analysis Report:

Management''s discussion and perceptions on existing business, future outlook of the industry,
future expansion and diversification plans of the Company and future course of action for the
development of the Company are fully explained in a separately in Corporate Governance Report.

DEPOSITS:

The company has not invited or accepted any Deposit, Loans or finance from the public in violation of
section 73(1) of Companies Act 2013 or any rules made there under.

DIRECTORS:

Mr. Dinesh S. Rao a Managing Director will retire by rotation at the ensuing Annual General Meeting as
per provisions of Law. He is eligible for Reappointment and offers himself for reappointment.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013:

During the year under review the Company has not made any inter corporate loans, investments, given
any corporate guarantee to any other body corporate, subsidiary, associate or any other company.

DETAILS OF THE BOARD AND GENERAL MEETINGS HELD AND ATTENDANCE OF DIRECTORS AT THE MEETINGS:

During the year, the company held total 7 Board meetings on 30/05/2024, 14/08/2024, 14/11/2024,
18/12/2024, 09/01/2025, 14/02/2025, 28/02/2025. All the Directors were present at all the board
meetings to consider various businesses and pass necessary resolutions. The 32^nd Annual General
Meeting of the Company was held on 26^th September 2024in physical mode.

The Company has disclosed all the material information to the stock exchanges and the Registrar of
Companies Office in time as per requirements of law and SEBI (LODR) 2015.

COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION:

AUDIT COMMITTEE:

The audit committee of the Board of Directors is as under:

Sr. no.	Name of Director / Member of Audit Committee	Designation in committee	No. of Meeting Attended	Dates of Committee Meeting
1.	ALPESH KIRITBHAI PATEL	Chairman	7	30/05/2024, 14/08/2024, 14/11/2024, 18/12/2024, 09/01/2025, 14/02/2025, 28/02/2025.
2.	RADHESHYAM RAMPAL PATEL	Member	7	30/05/2024, 14/08/2024,

				14/11/2024, 18/12/2024, 09/01/2025, 14/02/2025, 28/02/2025.
3.	PRAKASH N SHAH	Member	7	30/05/2024, 14/11/2024, 09/01/2025, 28/02/2025.	14/08/2024, 18/12/2024, 14/02/2025,

(A) FUNCTION OF AUDIT COMMITTEE:

The audit Committee is headed by Alpesh K. Patel as Chairman. He has more than 30 years of
Construction experience. He is further assisted by one non-executive independent directors namely
Radheshyam R Patel and by Whole Time Director & CFO Mr. Prakash N. Shah. He has thorough
knowledge of working, usage and accounting for financial transactions as per requirements of
Companies Act and the Stock Exchange requirements.

The Committee meets at least once every quarter and prepares its minutes on the proceedings and
business discussed and transacted. The Committee reports to Board of Directors. All committee reports
and minutes are placed before the Board in all its meetings for information, guidance, directions and
record keeping. In addition, the Committee also reviews the internal control systems operating within
the organization and obtains guidance from the statutory auditors and other professionals of corporate
repute from time to time to make timely compliances and payment of statutory dues.

(B) ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE:

The Committee acts as a bridge between the Statutory Auditors and the Board of Directors of the
Company. It is authorized to select and establish accounting policies, review reports of the Statutory
Auditors and meet with them to discuss and deliberate their suggestions, findings and other related
matters. Further, the committee is authorized to, inter alia, monitor, review and evaluate the
Auditor''s independence, performance and effectiveness of the audit process, overseeing of the
Company''s financial reporting process and the disclosure of its financial information, and review the
quarterly, half yearly and annual financial statements before submission to the Board for approval.
Further the committee is liable to examine the financial statements and the Auditors'' Report
thereon, approve transactions of the Company with its related parties including consequent
modifications thereof, grant omnibus approvals subject to fulfillment of certain conditions, analyze
inter-corporate loans and investments, valuation of undertakings or assets of the Company
wherever it is necessary. Further, it is also empowered to review the Management Discussion and
Analysis of financial condition and results of operations and statement of significant related party
transactions. It also looks into any other matter as referred to it by the Board of Directors from time
to time.

Generally, all the items stated in Section 177(4) of the Companies Act, 2013 and Point A of Part C of the
Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are covered
under the roles of the Audit Committee. The Audit Committee has been granted powers as prescribed
under provisions of the Regulation 18(2)(c) of the aforesaid Regulations and reviews all the information
as prescribed in Point B of the Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE (FORMERLY SHAREHOLDERS''/INVESTORS'' GRIEVANCE COMMITTEE:)

(A) TERMS OF REFERENCE:

This committee looks into investor complaints if any, and redresses the same expeditiously.
Beside the committee approves allotment, transfer & transmission of shares, debentures, any
new certificates on split \ consolidation \ renewal etc. as may be referred to it by the Board of
Directors. In addition, the committee also looks in to compliance with stock exchange listing
agreement and circulation of shareholder and general public interest information through proper
media and stock exchanges from time to time.

(B) FORMATION:

The Shareholders''/Investors Grievance Committee presently comprise all Non-Executive Directors.
During the year the Committee held 12 meeting (Last Saturday of every month) The Attendance of
Members at the Meeting was as follows:

Sr. no.	Name	Type	No. of Meeting Attended
1.	ALPESH KIRITBHAI PATEL	Chairman	12
2.	RADHESHYAM RAMPAL PATEL	Member	12
3.	PRAKASH N SHAH	Member	12

(C ) FUNCTIONS OF INVESTORS SERVICES COMMITTEE:

The company has merged in this committee its earlier committee of share Transfer. This Committee
looks in to all aspects related to Shares, Bonds Securities and retail investors. The committee also looks
after the dematerialization process of equity shares. The Committee is also empowered to keep
complete records of shareholders, statutory registers relating to shares and securities, maintaining of
the complete record of share dematerialized, and complaints received from investors and other various
agencies.

The committee meets every month to approve all the cases of shares demat, transfer, issue of duplicate
and resolution of the investors'' complaints, submission of information to various statutory authorities
like NSDL / CDSL, SEBI, stock Exchanges, Registrar of companies periodically. Other roles duties powers
etc. have been clearly defined in line with the Regulation 20 of listing obligation and disclosure
requirement rules of SEBI and kept flexible by the Board from time to time.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee comprises all 3 independent Directors which are as
under:

Sr. no.	Name	Type	No. of Meeting Attended
1.	ALPESH KIRITBHAI PATEL	Chairman	5
2.	RADHESHYAM RAMPAL PATEL	Member	5
3.	RAJESH SUTARIA	Member	5

(A)TERMS OF REFERENCE:

The remuneration committee comprises of all non-executive independent directors.

(i) To ascertain the requirements of and appointment of Key Managerial personals.

(ii) To prescribe rules, regulations, policy, requirements of qualifications and experience of key
managerial personnel.

(iii) To decide the terms of conditions of employment and responsibilities, authorities of all
executive directors, Managing Director and to ensure that they discharge their duties diligently and
report to Board regularly.

(iv) To fix the remuneration payable to Managing Director, Executive Director, Whole Time
Directors.

(v) To decide on distribution of profits as commission amongst various executive and non-executive
directors.

(vi) To design, frame and make policy for remuneration payable for key managerial personnel and
up to 3rd rank departmental heads by way of issue of shares as ESOP or stock options or otherwise
including to provide staff loans/ advances to subscribe to any ESOPs or Stock options by employees of
the company.

Further except the cash reimbursement of actual expenses incurred by directors, no other benefits
in the form of stock options or ESOP etc. are being offered to any directors of the Company or to any
key managerial personnel for the year. As the company has long overdue accumulated losses in its
books of accounts; it is not paying any sitting fees or commission of net profit or any other
remuneration in kind to any of its directors. The Company does not have any key managerial
personnel receiving remuneration of more than Rs. 200,000/- Per Month. The company is regular in
labor compliances and payment of statutory labor dues with relevant authorities in time.

Other function roles duties powers etc. have been clearly defined in line with the Regulation 19 of listing
obligation and disclosure requirement rules of SEBI and kept flexible for medication by the Board from
time to time.

NUMBER OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:

Name of the Committee

No. of Meeting held

Board Of Directors	8
Audit Committee of Board	8
Nomination Remuneration Committee	5
Stakeholders Relationship Committee (Formerly Shareholders'' /Investor Grievance Committee)	12

DECLARATION BY INDEPENDENT DIRECTORS:

(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time
Director nor a manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and
possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate
company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary
or associate company

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate
company or their promoters or directors, during the two immediately preceding financial years
or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its
holding, subsidiary, or associate company, or their promoters, or directors, amounting to two
per cent or more of its gross turnover or total income or fifty lacs rupees or such higher amount
as may be prescribed, whichever is lower, during the two immediately preceding financial years
or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the
company or its holding, subsidiary or associate company in any of three financial years
immediately preceding the financial year in which I\he is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its
holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its
holding, subsidiary or associate company amounting to ten per cent, or more of the
gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the
company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization
that receives twenty-five per cent or more of its receipts from the Company, any of its
promoters, directors or its holding, subsidiary or associate company or that holds two per
cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

(vi) All the Independent Directors are not Registered on the Website
www.independentdirectorsdatabank.in and none of them have passed the requisite
qualification to become an Independent Director. However, they were appointed as
such prior to the date of coming in to notification in this behalf.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial

statements for the year 2024-2025, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31st March 2025, as far
as possible and to the extent, if any, accounting standards mentioned by the auditors
in their report as not complied with, all other applicable accounting standards have been
followed along with proper explanation relating to material departure;

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 profit and loss
account 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 this Act 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; and

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

DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1):

In compliance with Section 178 (1) as also in compliance with applicable Regulations of SEBI (LODR),

2015 the Board of Directors does hereby declare that:

a. The Company has proper constitution of the Board of Directors including independent
directors in proportion as per requirement of SEBI (LODR), 2015. Except that Company has
Appointed Women Director i.e. Himanshi J. Jadeja on 01^st March 2025.

b. The Company has constituted Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Audit Committee as per requirements of the SEBI (LODR), 2015and
provisions of the Companies Act 2013.

c. The Company has the policy for selection and appointment of independent directors who are
persons of reputation in the society, have adequate educational qualification, sufficient business
experience and have integrity & loyalty towards their duties.

d. The Company has policy to pay managerial remuneration to its Managing/Whole Time Directors
based upon their qualification, experience and past remuneration received by them from their
previous employers and company''s financial position.

e. The Independent Directors are not paid sitting fee.

f. The Company is not paying any commission on net profits to any directors.

g. During the year the Board has met 7 times during the year. The details of presence of every
director at each meeting of the Board including the meetings of the Committees, if any, are
given in this report as mentioned elsewhere.

SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS AND COMMITTEES
AND INDIVIDUAL DIRECTORS

1. The Board makes evaluation of the effectiveness and efficiency of every individual director,
committee of directors, independent directors and board as a whole.

2. For these purposes the Board makes evaluation twice in a year on a half yearly basis.

3. The performance of individual directors is evaluated by the entire Board, excluding the Director
being evaluated on the basis of presence of every director at a meeting, effective participation
in discussion of each business agenda, feedback receives from every director on draft of the
minutes and follow up for action taken reports from first line management.

4. Effectiveness and performance of various committees are evaluated on the basis of the scope
of work assign to each of the committees, the action taken by the committees are reviews
and evaluated on the basis of minutes and agenda papers for each of the committee
meetings.

5. The performance of independent directors is evaluated on the basis of their participation at the
meetings and post meeting follow up and communication from each of such independent
directors.

PARTICULARS OF THE EMPLOYEES:

Particulars of the employees as required under provisions of Section 197 (12) of the Act read with Rule
5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended from time to time, are not attached with this report since there was no employee who
was in receipt of remuneration in excess of Rs. 8,50,000 per month during the year or Rs. 1.2 Cr. per
annum in the aggregate if employed for a part of the year.

AUDITORS:

STATUTORY AUDITORS:

Subject to ratification the Board of directors had already appointed M/s. Dhrumil A Shah & Co.,
Chartered Accountants, Ahmedabad for the next term of 5 years i.e. from 01/04/2023 to
31/03/2028 and to hold the office as such from the date of conclusion of 31^st AGM up to the date
of conclusion of 36^th AGM of the Company. The new auditors have given their consent in writing
under section 139 on 31^st July 2023. Your directors recommend to pass the resolution at the
ensuing AGM with requisite majority.

So, the Board has ratified the Appointment of Statutory Auditors of the Company for the Financial Year
2025-2026.

SECRETARIAL AUDITOR:

The Company has appointed M/s. J D KHATNANI & ASSOCIATES. as the secretarial auditor for the financial
year 2024-2025. They have given their report in the prescribed form MR-3 which is annexed to this
report as an ANNEXURE A.

COST AUDITORS:

The Company is not engaged in any type of manufacturing activities of the products which requires its
cost records to be audited and is also not coming within the preview of maintaining the cost records for
manufacturing activities. Hence, no cost auditors are to be appointed.

STATUTORY INFORMATION:

The Information required to be disclosed in the report of the Board of Directors as per the provisions of
Section 134 of the Companies Act-2013 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy; technology absorption, foreign
exchange earnings and outgo are not applicable to the company. As Company is not manufacturing any
product or providing any services. As there was no commercial business activities during the year, the
Company has not Earned any foreign Exchange nor it has incurred any foreign exchange expenses.

MATERIAL CHANGES / INFORMATION:

1. No material changes have taken place after the closure of the financial year and up to the date
of this report which may have substantial effect on the business and financial of the Company.

2. No significant and material orders have been passed by any of the regulators or courts or
tribunals impacting the going concern status and companies operations in future.

AUDITORS OBSERVATIONS:

The statutory auditors have expressed in their report that the company''s en tire networh has been
eroded and it has no sufficient cash flow. It has already sold its real estate like Factory buildings, plant
and machineries and other assets. There is a considerable ground and doubts about the continuing the
business operations in future. However, the company has continued to account its financial transactions
on going concern basis.

The Management is hopeful of starting trading in Iron, Steel and such other construction
materials products on credit terms as its directors have good reputation in the market and
personal contacts. They are also exploring opportunity to raise further funds through further
issue of shares or other securities to prospective investors or any proposed joint venture
partner in the company. Considering this fact the management has continued to account its
financial transactions on going concern basis.

The Secretarial Auditors have made their observation in their report as under:

However, the Non-Executive Non-Promoter Independent Directors Mr. Alpesh K Patel and Mr.
Radheshyam Rampal Lodh, have not yet registered as an Independent Director on MCA Website as well as
they have also not passed the requisite qualifying test to become an independent Director. However, they

were already appointed as such prior to the date of coming in to force of the Notification requiring
Independent Directors to pass the qualifying examinations.

We further report that the website of the Stock Exchange BSE Ltd still shows following persons as
Directors/ KMP, even though they are as on date not the directors or KMP of the Company. The Company
needs to take adequate steps to update BSE in this regard. Company is non-Compliant in various
Regulations Under SEBI (LODR) REGULATIONS, 2015 and Companies Act 2013.

Mr. Ramesh Mistry Chairman and Director (Name to be removed from BSE Website)

Ms. Trupti Dhaval Jain, Woman Director (Name to be removed from BSE Website)

Mr Ramanugrah Singh, Non Executive Independtn Director (Name to be removed)

Mr Suhag Vijaykumar Shah, Chief Financial Officer (Name to be removed).

Mr. Harsh Shah, the Company Secretary had resigned w.e.f. 04/02/2023. Till date, Company is yet to
appoint a new company secretary in his place. Company is not giving any Newspaper Publication and
Company''s Website is non functionable till the date of issue of this report.

The Company''s total networth is eroded. It has no sufficient financial means to start and continue any
business operations. It is as on date not able to afford the salary of professional persons like Company
Secretary and looking to present conditions of the company no company secretaries are willing to come
and join the company at this stage. Regarding Non-Disqualification of Independent Directors, as they
were appointed prior to the date of new notification, and they are continuing as director. Their term of
office now expires at the next Annual General Meeting in the year 2023-24 AGM. Thereafter the
company will appoint new adequately qualified directors as an Independent Director. Regarding
updation of websites of BSE and Company the management is taking immediate steps to rectify and
update the records to show the correct position as early as possible.

APPRECIATION

Your directors place on records their sincere appreciation for the valuable support and co-operation as
received from government authorities, Financial Institutions and Banks during the year. The Directors
are also thankful for the support extended by Customers, Suppliers and contribution made by the
employees at all level. The Directors would also like to acknowledge continued patronage extended by
Company''s shareholders in its entire endeavor.

Date: 14th July, 2025 By Order of the Board of Directors

Of Heera Ispat Limited

Place: Ahmedabad. (Himanshi J. Jadeja)

Director & CFO

DIN:06379028

---

Mar 31, 2024

Your directors have pleasure in presenting herewith the 32^nd Audited Annual Report for the year
ended on 31^st March, 2024 of your Company.

FINANCIAL RESULTS:

The Financial performance of the company during the year is as under:

(Amount Rs.in Thousands)

PARTICULARS	FOR THE YEAR ENDED ON 31/03/2024	FOR THE YEAR ENDED ON 31/03/2023
Revenue from Operations	NIL	NIL
Other Income	NIL	NIL
Total Income including Depreciation and Amortization	NIL	NIL
Total Expenses	638.99	10.68
Profit Before Exceptional Items and Tax	-638.99	-10.68
Exceptionl Item	-1000.00	38.71
Tax Expenses	0	0
Deferred Tax	0	0
Provision for FBT.	0	0
Profit / (Loss) After Tax.Transferred to Reserve and Surplus in Balance Sheet.	-1638.99	28.03
Net Earnings per share.	-0.28	0.48
Reserve And Surplus	-970.97	-581.60

OPERATIONAL OVERVIEW:

During the year the company was not engaged in any commercial business operations of
Manufacturing, Trading or providing services. The Revenue from such operations during the year is
NIL. The Company has incurred an expenditure in the nature of General Administrative Expenses of
Rs. 638.99 Thousand. Hence, the company has incurred a net operational loss of Rs. 638.99 lacs
which was Rs. 1068.08 Thousands in the previous year. However, the company has reversed its Long
term Investment Losses (Impairment Losses of Rs. 71.62 Lacs and after making necessary
adjustments for conversion of Long term investments loss of Rs. 33.9 lacs, thus total Impairment
losses of Rs. 38.71 lacs is accounted for as an Exceptional Item which was earlier provided Please
refer to note nu. 15 titled Exceptional Items in the audited balance sheet attached.

In the view of accumulated and carried forwarded losses your Directors have not recommended any
amount to be paid as Dividend to shareholders.

PERFORMANCE:

The company has made net Loss of Rs. 1638.99 Thousands after necessary adjustments in earlier
years financial loss in the previous year. This is due to mainly non operation of any type of
commercial business activities in the company during the year.

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES:

The company does not have holding or subsidiary companies during the year and no other company
has become holding / subsidiary/ joint venture. There as no investments of more than 20% in
any other body corporate by the company Hence there was no Associate / Group Companies.

SHARE CAPITAL STRUCTURE:

During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid-up
Share Capital Structure of the Company.

FIXED DEPOSIT:

The Company has not invited nor accepted any public deposit during the year under review and no
amount against the same was outstanding at the end of the year.

REGULATORY STATEMENT:

In conformity with Regulations of SEBI (Listing Obligation and Disclosure Requirement)2015, the Cash
Flow Statement for the year ended 31.03.2024 is annexed hereto. The equity shares of the Company are
listed on the BSE Ltd. The Company has paid listing fees for the year 2023-24 to BSE.

After closure of the Financial Year the B S E Ltd has sent an e.mail to the company informing that it has
imposed a financial penalty (Inclusive of GST) of Rs. 53.91 Lacs for late compliance/ non compliance of
certain Reulations/ clauses of SEBI (LODR) 2015. However, the company has made necessary application
in prescribed format by paying penalty waiver fees to BSE Ltd for reduction/ waiver of some of the
penalties which are exorbitant or wrongly calculated and the company is not in a financial position to
pay such huge amount of penalty. The application is at the active stage of consideration of BSE Ltd. The
management is hopeful of substantial reduction in this huge amount of penalty imposed. Further the
management is also in search of some financial arrangements to pay off such penalty in time.

CORPORATE GOVERNANCE:

The Company''s Total paid up equity share capital is less than Rs. 10 crores and its total Net worth is less
than Rs. 25 crores, Hence, the Company is being treated as Small Company and as such as per SEBI
(LODR) 2015 Regulation Number: 15(2) your company is exempt from making compliance with
Regulations No. 17 to 27, Clause- B to I of Sub Regulation 2 of Regulation 45 and Para C, D and E of

Schedule V. Accordingly, except the statement on" Management Discussion and Analyses Report," your

Directors have though formed the sub-Committees of the Board as per requirements of Corporate
Governance and they are operational, however, no detailed Report on Compliance with Conditions of
Corporate Governance report are given here with. The Company is exempted from providing report on
Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015.

INTERNAL AUDITOR:

Considering very minimum financial transactions in the company just to meet the routin
Administrative expenses, the Company has not appointed an Independent firm of Chartered
Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the
Audit Committee in order to strengthen the internal control system for the Company. The Board
will appoint an Internal Auditors as and when it deem fit and proper considering the adequate
number of business, commercial operations and more financial transactions of varied nature.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not applicable to your Company.

DEMATERIALISATION OF SECURITIES:

Your Company''s Equity shares are admitted in the System of Dematerialization by both the Depositories
namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share
Transfer Agent M/s Skyline Financial Services Pvt. Ltd. The Investors are advised to take advantage of
timely dematerialization of their securities. The ISIN allotted to your Company is INE025D01013. Total
Share dematerialized up to 31st March 2024 were 54,47,200 which constitute 92.59% of total capital.
Your directors request all the shareholders to dematerialize their shareholding in the company as early
as possible.

DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

The Company has not entered into related parties'' transactions for sale/purchase of goods or services
at preferential prices. However, all the transactions in the nature of sales/purchase of goods or
services are made on arm''s length basis. The same were reported to the Board at every meeting
and Board took a note of the same and approved. Other details for inter corporate financial
transactions or remuneration and other benefits paid to directors, their relatives, key managerial
personnel etc. are given in the notes to the accounts as per requirements of AS 18. Company has
formulated various other policies such as Evaluation of Board Performance Policy etc. All such
policies were documented and adopted by the Board in its meeting.

As the Company is loss making one, the provisions related to CSR is presently not applicable to the
Company.

Regarding Performance Review of each of the member of the Board and also the performance of the
various Committees and the Board, the Company has adopted the Model Code of Conduct for
Independent Directors, Key Managerial Personnel as prescribed in Schedule IV to the Companies Act,
2013 and also as prescribed in the SEBI (Insider Trading) Regulations. The Company strictly follows the
procedure to obtain necessary timely declarations from each of the directors and key managerial
personnel.

Management''s Discussion and Analysis Report:

Management''s discussion and perceptions on existing business, future outlook of the industry,
future expansion and diversification plans of the Company and future course of action for the
development of the Company are fully explained in a separately in Corporate Governance Report.

DEPOSITS:

The company has not invited or accepted any Deposit, Loans or finance from the public in violation of
section 73(1) of Companies Act 2013 or any rules made there under.

DIRECTORS:

Mr. Dinesh S. Rao a Managing Director will retire by rotation at the ensuing Annual General Meeting as
per provisions of Law. He is eligible for Reappointment and offers himself for reappointment.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013:

During the year under review the Company has not made any inter corporate loans, investments, given
any corporate guarantee to any other body corporate, subsidiary, associate or any other company.

DETAILS OF THE BOARD AND GENERAL MEETINGS HELD AND ATTENDANCE OF DIRECTORS AT THE MEETINGS:

During the year, the company held total 6 Board meetings on 05/05/2023, 14/07/2023, 14/08/2023,
10/11/2023, 27/01/2024, 14/02/2024. All the Directors were present at all the board meetings to
consider various businesses and pass necessary resolutions. The 31^st Annual General Meeting of the
Company was held on 21^st September 2023 in physical mode.

The Company has disclosed all the material information to the stock exchanges and the Registrar of
Companies Office in time as per requirements of law and SEBI (LODR) 2015.

Directors present at the Meeting of board:

Names of Director	05/05/2023	14/07/2023	14/08/2023	10/11/2023	27/01/2024	14/02/2024
DINESHKUMAR S RAO	Yes	Yes	Yes	Yes	Yes	Yes
ALPESH KIRITBHAI PATEL	Yes	Yes	Yes	Yes	Yes	Yes
RADHESHYAM RAMPAL PATEL	Yes	Yes	Yes	Yes	Yes	Yes
PRAKA SH N SH AH

COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION:
AUDIT COMMITTEE:

The audit committee of the Board of Directors is as under:

Sr. no.	Name of Director / Member of Audit Committee	Designation in committee	No. of Meeting Attended	Dates of Committee Meeting
1.	ALPESH KIRITBHAI PATEL	Chairman	6	05/05/2023, 14/07/2023, 14/08/2023, 10/11/2023, 27/01/2024, 14/02/2024
2.	RADHESHYAM RAMPAL PATEL	Member	6	05/05/2023, 14/07/2023, 14/08/2023, 10/11/2023, 27/01/2024, 14/02/2024
3.	PRAKASH N SHAH	Member	6	05/05/2023, 14/07/2023, 14/08/2023, 10/11/2023, 27/01/2024, 14/02/2024

(A) FUNCTION OF AUDIT COMMITTEE:

The audit Committee is headed by Alpesh K. Patel as Chairman. He has more than 30 years of
Construction experience. He is further assisted by one non-executive independent directors namely
Radheshyam R Patel and by Whole Time Director & CFO Mr. Prakash N. Shah. He has thorough
knowledge of working, usage and accounting for financial transactions as per requirements of
Companies Act and the Stock Exchange requirements.

The Committee meets at least once every quarter and prepares its minutes on the proceedings and
business discussed and transacted. The Committee reports to Board of Directors. All committee reports
and minutes are placed before the Board in all its meetings for information, guidance, directions and
record keeping. In addition, the Committee also reviews the internal control systems operating within
the organization and obtains guidance from the statutory auditors and other professionals of corporate
repute from time to time to make timely compliances and payment of statutory dues.

(B) ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE:

The Committee acts as a bridge between the Statutory Auditors and the Board of Directors of the
Company. It is authorized to select and establish accounting policies, review reports of the Statutory
Auditors and meet with them to discuss and deliberate their suggestions, findings and other related
matters. Further, the committee is authorized to, inter alia, monitor, review and evaluate the
Auditor''s independence, performance and effectiveness of the audit process, overseeing of the
Company''s financial reporting process and the disclosure of its financial information, and review the
quarterly, half yearly and annual financial statements before submission to the Board for approval.

Further the committee is liable to examine the financial statements and the Auditors'' Report
thereon, approve transactions of the Company with its related parties including consequent
modifications thereof, grant omnibus approvals subject to fulfillment of certain conditions, analyze
inter-corporate loans and investments, valuation of undertakings or assets of the Company
wherever it is necessary. Further, it is also empowered to review the Management Discussion and
Analysis of financial condition and results of operations and statement of significant related party
transactions. It also looks into any other matter as referred to it by the Board of Directors from time
to time.

Generally, all the items stated in Section 177(4) of the Companies Act, 2013 and Point A of Part C of the
Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are covered
under the roles of the Audit Committee. The Audit Committee has been granted powers as prescribed
under provisions of the Regulation 18(2)(c) of the aforesaid Regulations and reviews all the information
as prescribed in Point B of the Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE (FORMERLY SHAREHOLDERS''/INVESTORS'' GRIEVANCE COMMITTEE:)

(A) TERMS OF REFERENCE:

This committee looks into investor complaints if any, and redresses the same expeditiously.
Beside the committee approves allotment, transfer & transmission of shares, debentures, any
new certificates on split \ consolidation \ renewal etc. as may be referred to it by the Board of
Directors. In addition, the committee also looks in to compliance with stock exchange listing
agreement and circulation of shareholder and general public interest information through proper
media and stock exchanges from time to time.

(B) FORMATION:

The Shareholders''/Investors Grievance Committee presently comprise all Non-Executive Directors.
During the year the Committee held 12 meeting (Last Saturday of every month) The Attendance of
Members at the Meeting was as follows:

Sr. no.	Name	Type	No. of Meeting Attended
1.	ALPESH KIRITBHAI PATEL	Chairman	12
2.	RADHESHYAM RAMPAL PATEL	Member	12
3.	PRAKASH N SHAH	Member	12

(C ) FUNCTIONS OF INVESTORS SERVICES COMMITTEE:

The company has merged in this committee its earlier committee of share Transfer. This Committee
looks in to all aspects related to Shares, Bonds Securities and retail investors. The committee also looks
after the dematerialization process of equity shares. The Committee is also empowered to keep
complete records of shareholders, statutory registers relating to shares and securities, maintaining of

the complete record of share dematerialized, and complaints received from investors and other various
agencies.

The committee meets every month to approve all the cases of shares demat, transfer, issue of duplicate
and resolution of the investors'' complaints, submission of information to various statutory authorities
like NSDL / CDSL, SEBI, stock Exchanges, Registrar of companies periodically. Other roles duties powers
etc. have been clearly defined in line with the Regulation 20 of listing obligation and disclosure
requirement rules of SEBI and kept flexible by the Board from time to time.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee comprises all 3 independent Directors which are as
under:

Sr. no.	Name	Type	No. of Meeting Attended
1.	ALPESH KIRITBHAI PATEL	Chairman	1
2.	RADHESHYAM RAMPAL PATEL	Member	1
3.	RAJESH SUTARIA	Member	1

(A)TERMS OF REFERENCE:

The remuneration committee comprises of all non-executive independent directors.

(i) To ascertain the requirements of and appointment of Key Managerial personals.

(ii) To prescribe rules, regulations, policy, requirements of qualifications and experience of key
managerial personnel.

(iii) To decide the terms of conditions of employment and responsibilities, authorities of all
executive directors, Managing Director and to ensure that they discharge their duties diligently and
report to Board regularly.

(iv) To fix the remuneration payable to Managing Director, Executive Director, Whole Time
Directors.

(v) To decide on distribution of profits as commission amongst various executive and non-executive
directors.

(vi) To design, frame and make policy for remuneration payable for key managerial personnel and
up to 3rd rank departmental heads by way of issue of shares as ESOP or stock options or otherwise
including to provide staff loans/ advances to subscribe to any ESOPs or Stock options by employees of
the company.

Further except the cash reimbursement of actual expenses incurred by directors, no other benefits
in the form of stock options or ESOP etc. are being offered to any directors of the Company or to any
key managerial personnel for the year. As the company has long overdue accumulated losses in its
books of accounts; it is not paying any sitting fees or commission of net profit or any other
remuneration in kind to any of its directors. The Company does not have any key managerial
personnel receiving remuneration of more than Rs. 200,000/- Per Month. The company is regular in
labor compliances and payment of statutory labor dues with relevant authorities in time.

Other function roles duties powers etc. have been clearly defined in line with the Regulation 19 of listing
obligation and disclosure requirement rules of SEBI and kept flexible for medication by the Board from
time to time.

NUMBER OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:

Name of the Committee	No. of Meeting held
Board Of Directors	6
Audit Committee of Board	6
Nomination Remuneration Committee	1
Stakeholders Relationship Committee (Formerly Shareholders'' /Investor Grievance Committee)	12

DECLARATION BY INDEPENDENT DIRECTORS:

(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time
Director nor a manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and
possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate
company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary
or associate company

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate
company or their promoters or directors, during the two immediately preceding financial years
or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its
holding, subsidiary, or associate company, or their promoters, or directors, amounting to two
per cent or more of its gross turnover or total income or fifty lacs rupees or such higher amount
as may be prescribed, whichever is lower, during the two immediately preceding financial years
or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the
company or its holding, subsidiary or associate company in any of three financial years
immediately preceding the financial year in which I\he is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its
holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its
holding, subsidiary or associate company amounting to ten per cent, or more of the

gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the
company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization
that receives twenty-five per cent or more of its receipts from the Company, any of its
promoters, directors or its holding, subsidiary or associate company or that holds two per
cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

(vi) All the Independent Directors are not Registered on the Website
www.independentdirectorsdatabank.in and none of them have passed the requisite
qualification to become an Independent Director. However, they were appointed as
such prior to the date of coming in to notification in this behalf.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial

statements for the year 2015-16, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31st March 2024, as far
as possible and to the extent, if any, accounting standards mentioned by the auditors
in theirreport as not complied with, all other applicable accounting standards have been
followed along with proper explanation relating to material departure;

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 profit and loss
account 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 this Act 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; and

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

DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1):

In compliance with Section 178 (1) as also in compliance with applicable Regulations of SEBI (LODR),

2015 the Board of Directors does hereby declare that:

a. The Company has proper constitution of the Board of Directors including independent
directors in proportion as per requirement of SEBI (LODR), 2015. Except that it has not
appointed a Woman Director in the Company.

b. The Company has constituted Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Audit Committee as per requirements of the SEBI (LODR), 2015and
provisions of the Companies Act 2013.

c. me company has the policy Tor selection ana appointment ot independent directors who are
persons of reputation in the society, have adequate educational qualification, sufficient business
experience and have integrity & loyalty towards theirduties.

d. The Company has policy to pay managerial remuneration to its Managing/Whole Time Directors
based upon their qualification, experience and past remuneration received by them from their
previous employers and company''s financial position.

e. The Independent Directors are not paid sitting Tee.

f. The Company is not paying any commission on net profits to any directors.

g. During the year the Board has met 6 times during the year. The details of presence of every
director at each meeting of the Board including the meetings of the Committees, if any, are
given in this report as mentioned elsewhere.

SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS AND COMMITTEES
AND INDIVIDUAL DIRECTORS

1. The Board makes evaluation of the effectiveness and efficiency of every individual director,
committee of directors, independent directors and board as a whole.

2. For these purposes the Board makes evaluation twice in a year on a half yearly basis.

3. The performance of individual directors is evaluated by the entire Board, excluding the Director
being evaluated on the basis of presence of every director at a meeting, effective participation
in discussion of each business agenda, feedback receives from every director on draft of the
minutes and follow up Tor action taken reports from first line management.

4. Effectiveness and performance of various committees are evaluated on the basis of the scope
of work assign to each of the committees, the action taken by the committees are reviews
and evaluated on the basis of minutes and agenda papers Tor each of the committee
meetings.

5. The performance of independent directors is evaluated on the basis of their participation at the
meetings and post meeting follow up and communication from each of such independent
directors.

PARTICULARS OF THE EMPLOYEES:

Particulars of the employees as required under provisions of Section 197 (12) of the Act read with Rule
5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended from time to time, are not attached with this report since there was no employee who
was in receipt of remuneration in excess of Rs. 8,50,000 per month during the year or Rs. 1.2 Cr. per
annum in the aggregate if employed Tor a part of the year.

AUDITORS:

STATUTORY AUDITORS:

The Board of directors had already appointed M/s. Dhrumil A Shah & Co., Chartered Accountants,
Ahmedabad Tor the next term of 5 years i.e. from 01/04/2023 to 31/03/2028 and to hold the office
as such from the date of conclusion of 31^st AGM up to the date of conclusion of 36^th AGM of the
Company. The new auditors have given their consent in writing under section 139 on 31^st July 2023.

Your directors recommend to pass the resolution at the ensuing AGM with requisite majority.

So, the Board has ratified the Appointment of Statutory Auditors of the Company for the Financial Year
2024-2025.

SECRETARIAL AUDITOR:

The Company has appointed M/s. J D KHATNANI & ASSOCIATES. as the secretarial auditor for the financial
year 2023-24. They have given their report in the prescribed form MR-3 which is annexed to this report
as an ANNEXURE A.

COST AUDITORS:

The Company is not engaged in any type of manufacturing activities of the products which requires its
cost records to be audited and is also not coming within the perview of maintaining the cost records for
manufacturing activities. Hence, no cost auditors are to be appointed.

STATUTORY INFORMATION:

The Information required to be disclosed in the report of the Board of Directors as per the provisions of
Section 134 of the Companies Act-2013 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy; technology absorption, foreign
exchange earnings and outgo are not applicable to the company. As Company is not manufacturing any
product or providing any services. As there was no commercial business activities during the year, the
Company has not Earned any foreign Exchange nor it has incurred any foreign exchange expenses.

MATERIAL CHANGES / INFORMATION:

1. No material changes have taken place after the closure of the financial year and up to the date
of this report which may have substantial effect on the business and financial of the Company.

2. No significant and material orders have been passed by any of the regulators or courts or
tribunals impacting the going concern status and companies operations in future.

AUDITORS OBSERVATIONS:

The statutory auditors have expressed in their report that the company''s entire networh has been
eroded and it has no sufficient cash flow. It has already sold its real estate like Factory buildings, plant
and machineries and other assets. There is a considerable ground and doubts about the continuing the
business operations in future. However, the company has continued to account its financial transactions
on going concern basis.

The Management is hopeful of starting trading in Iron, Steel and such other construction
materials products on credit terms as its directors have good reputation in the market and
personal contacts. They are also exploring opportunity to raise further funds through further
issue of shares or other securities to prospective investors or any proposed joint venture
partner in the company. Considering this fact the management has continued to account its
financial transactions on going concern basis.

The Secretarial Auditors have made their observation in their report as under:

However, the Non-Executive Non-Promoter Independent Directors Mr. Alpesh K Patel and Mr.
Radheshyam Rampal Lodh, have not yet registered as an Independent Director on MCA Website as well as
they have also not passed the requisite qualifying test to become an independent Director. However, they
were already appointed as such prior to the date of coming in to force of the Notification requiring
Independent Directors to pass the qualifying examinations.

We further report that the website of the Stock Exchange BSE Ltd still shows following persons as
Directors/ KMP, even though they are as on date not the directors or KMP of the Company. The Company
needs to take adequate steps to update BSE in this regard. Company is non Compliant in various
Regulations Under SEBI (LODR) REGULATIONS, 2015 and Companies Act 2013.

Mr. Ramesh Mistry Chairman and Director (Name to be removed from BSE Website)

Ms. Trupti Dhaval Jain, Woman Director (Name to be removed from BSE Website)

Mr Ramanugrah Singh, Non Executive Independtn Director (Name to be removed)

Mr Suhag Vijaykumar Shah, Chief Financial Officer (Name to be removed).

Mr. Harsh Shah, the Company Secretary had resigned w.e.f. 04/02/2023. The Company is yet to appoint a
new company secretary in his place.

The Company''s total networth is eroded. It has no sufficient financial means to start and continue any
business operations. It is as on date not able to afford the salary of professional persons like Company
Secretary and looking to present conditions of the company no company secretaries are willing to come
and join the company at this stage. Regarding Non-Disqualification of Independent Directors, as they
were appointed prior to the date of new notification, and they are continuing as director. Their term of
office now expires at the next Annual General Meeting in the year 2023-24 AGM. Thereafter the
company will appoint new adequately qualified directors as an Independent Director. Regarding
updation of websites of BSE and Company the management is taking immediate steps to rectify and
update the records to show the correct position as early as possible.

APPRECIATION

Your directors place on records their sincere appreciation for the valuable support and co-operation
as received from government authorities, Financial Institutions and Banks during the year. The
Directors are also thankful for the support extended by Customers, Suppliers and contribution made
by the employees at all level. The Directors would also like to acknowledge continued patronage
extended by Company''s shareholders in its entire endeavor.

On Behalf of the Board of Directors

Date: 14^th AUGUST 2024 Heera Ispat Limited

Place: Ahmedabad

Sd/-

(DINESHKUMAR S RAO)

Chairman And Managing Director
(DIN: 06379029)

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting herewith the 23rd Audited Annual report of your Company for the financial year ended on 31ST MARCH, 2015

FINANCIAL HIGHLIGHTS :

During the year under review the financial performance of the Company is as under : (Amount in Rupees)

Particulars For the Year For the Year Ended on Ended on 31/03/2015 30/06/2014

Gross Income 4301203 461,623

Total Expenses 1326895 694,458

Profit /(Loss) Before Depreciation & Tax 2974328 (232,835)

Profit Before Tax 2974328 (232,835)

Provision for Tax 920000 8034

Excess Income Tax Provision P.Y NIL NIL

Provision for FBT NIL NIL

Net Profit / (Loss) for the Year 2,054,328 (240,869)

Deferred Tax Assets (Previous year NIL NIL liabilities)

Previous year Balance B/f (20,581,439) (20,340,570)

Balance c/f to next year (18,527,111) (20,581,439)

SHARE CAPITAL STRUCTURE :

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

DIVIDEND :

During the year under review the directors have not recommended any Dividend to be paid in order to strengthen the long term resources of the Company.

UNPAID/UNCLAIMED DIVIDEND :

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

YEAR UNDER REVIEW :

During the year Company has not earned any Business income. However it has earned other income of Rs. 4301203. After deduction of all Administrative and other Expenditure of Rs. 13.26.895 /-(Previous year Rs 694,458/-) the company has earned a gross operational profit of Rs. 2,974,328 /- (Previous year gross loss of Rs. 232,835/-) After making necessary adjustments for Deffered Tax, Your Company had earned a Net Profit for the year of Rs. 20,54,328/- which is carried to balance sheet. The total Accumulated loss at the end of the year stand at Rs. 18,527,111/- (Previous year loss of Rs.20,581,439/-)

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013 :

During the year under review the Company has given inter corporate loans to Heavy Metals & Tubes limited of Rs. 34, 74, 043 however Company has not given any investments and corporate guarantee.

DEPOSITS :

During the year under review your company has neither invited nor accepted any public deposit as defined under Section 73 to 76 of the Companies Act, 2013. But the Company has already taken deposits from Public.

CORPORATE GOVERNANCE :

The Board of Directors supports to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

DEMATERIALISATION OF SECURITIES :

Your Company's equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s Skyline Financial Services Private Limited. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE025D01013. Total Share dematerialized up to 31st March 2015 were 4252100 which constitute 72.28% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

COMPLIANCE WITH THE STOCK EXCHANGE LISTING AGREEMENT :

The company is regular in making timely compliance of all the applicable clauses of the Listing Agreement from time to time whether it is event based compliance or time bound compliance of monthly, quarterly, half yearly or yearly compliances. Your Company has already paid Annual Listing fees of the Bombay stock exchange Limited for and up to the financial year 2015-16. The same is pending for Ahmedabad Stock Exchange. The Trading in equity shares of the Company is active on the Bombay Stock Exchange Limited and the same is not suspended for penal reasons by BSE during the year. The Trading platform of the Ahmedabad Stock Exchange Limited has been suspended/ cancelled by SEBI hence, no trading is recorded. The highest, lowest, average prices recorded on the Bombay Stock Exchange on every month of the financial year 2014-15 including the volume in shares traded is separately given in other information para of Corporate Governance report attached here to. During the year your company has neither issued any shares or stock options or ESOPs or other employee benefits.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE :

The Complete Report on Corporate Governance is given separately after this report.

Management's Discussion And Analysis :

Management's discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate para in Corporate Governance Report.

DIRECTORS :

During the year under review Mr. Suhag Vijaykumar Shah & Mr. Prakash Nemchand Shah shall retire by rotation at the ensuing Annual General Meeting as per the provisions of Law. They are eligible for reappointment as director and have offered themselves for directorship of the company. This year there were no changes in the constitution of Board of Director of the company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment. The Board recommends the passing of the Resolutions at Item Nos. 5 to 9 of the Annual General Meeting Notice.

MANAGING DIRECTOR :

Mr. Dineshkumar S. Rao is the Managing Director of the Company and taking managerial Remuneration of Rs. 2,00,000/- per annum.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

As required under section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the annexure to this report

Formation of Audit Committee in Compliance to Section 292 A of the Companies Act, 1956 AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE GOVERNANCE :

In Compliance with the provisions of Section 292A of the Companies Act 1956 your company has formed an Audit Committee within the Organization consisting of 3 independent directors. An Internal Auditors have been appointed as Advisors in their professional capacity on this committee. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The Committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purposes. The detail of powers, responsibilities and system of functioning of this committee is given in report on Corporate Governance forming part of this report.

STATUTORY INFORMATION :

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there were no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are not given herewith.

Material Changes :

Except the information given in this report, no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

EMPLOYEES:

Thereare no employees of the company who were in receipt of the remuneration of Rs.60,00,000/- annually in the Aggregate if employed for the year and in receipt of the Monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable and hence not given in this report.

PARTICULARS OF THE EMPLOYEES :

Particulars of the employees as required under provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, are not attached with this report since there was no employee who was in receipt of remuneration in excess of limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956read with the Companies (Particular of Employees), Rules 1975.

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES :

The company has no any settlement/liquidation of Financial Liabilities. It is not a sick company as per audited balance sheet for the current year.

DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014 :

i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Total Remuneration expenses : Rs. 375,500/-

Managerial Remuneration Expenses : Rs. 200,000/- Other employees Remuneration : Rs. 157,500/-

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any in the financial year:

No remuneration is increased during the year for any of the Key Managerial Personnel, CFO, CEO, CS or Manager.

iii) The percentage increase in the median remuneration of employees in the financial year

During the year there was fresh recruitment of the employees of the company so there is no increase in the salary of the employees

iv) The number of permanent employees on the rolls of company 2;

v) The explanation on the relationship between average increase in remuneration and company performance;

There is increase of 0% in the average Remuneration of the employees, whereas Company is still a loss making one. So there is no any direct relationship between the average increase in remuneration and company's performance.

vi) Comparison of the remuneration of the Key managerial personnel against the performance of the company ;

The KMP i.e. Managing Director is not paid any managerial Remuneration. Hence, his remuneration is not comparable inter company, intra company or inter industry as a whole.

vii) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Closing Market Price of shares of Company as on 31/03/2014 : Rs. 4.6/-

Closing Market Price of shares of Company as on 31/03/2015 : Rs. 4.28/-

Earning Per share for the financial year ended on 31/03/2014 : Rs. -0.04/-

Earning per share for the financial year ended on 31/03/2015 : Rs. 0.35/-

As the Company EPS is very minimal, the PE Ratio is Minimum

viii) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration ;

NOT APPLICABLE as there was no increase in Remuneration of any employees of the company or the Managerial Personnel of the Company.

ix) Comparison of the each remuneration of the key managerial personnel against the performance of the company :Not Comparable.

x) The key parameters for any variable component of remuneration availed by the directors : NOT APPLICABLE.

xi) The ratio of the remuneration of the highest paid director to the of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and No employee is receiving remuneration in excess or higher than the remuneration of Director or Key Managerial Personnel.

xii) Affirmation that the remuneration is as per the remuneration policy of the company.All remuneration of the Employees and directors are decided by Nomination & Remuneration Committee and by the Board of Directors within the organization.

DIRECTORS' RESPONSIBLITY STATEMENT :

Pursuant to the provisions of Section 134(5) of Companies Act, 2013 (Section, 217(2AA) of the Companies Act, 1956) your Directors declare that:

i) In preparation of the annual accounts, as far as possible and except to the extent if any accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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 after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis.

v) The Directors, in the case of listed company, had laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The Director had devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS :

STATUTORY AUDITORS :

DJNV & CO., Chartered Accountants, Present Statutory Auditors of the company has given their letter of consent and confirmation under section 141(1) the Companies Act 1956 for appointed as Statutory Auditors of the Company. The Board has now proposed to appoint the Statutory Auditors for a period next 5 Financial year as per requirements of section 139 (1) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014. Necessary Resolution for their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS : The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditor as per suggestion of auditors in order to strengthen the internal control system for the Company. However, as in the company during the previous financial year, there were no much financial transactions or trading business activities, looking to the size of the company and its business operations and transactions, the matter is being discussed with the statutory auditors on making of compliance with this requirements.

SECREATARIAL AUDITOR :

The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditor for the financial year 2014-15. They have given their report in the prescribed form MR-3 which is annexed to this report as an ANNEXURE.

OBSERVATION OF THE SECRETARIAL AUDITOR :

The company has limited financial transactions and the managing director of the company looks after to all the transactions of the company so the company has not appointed any CFO and the due to less revenue and due to high cost (approx: 600,000 P.a of both CFO and CS)has also not appointed company secretary in the company and the company is in search of the proper CFO and CS keeping in mind the budget of the company for the compliance of this provisions.

AUDITORS OBSERVATION :

THERE ARE NO ADVERSE OBSERVATIONS MADE BY THE AUDITORS IN THEIR RE¬PORT. HOWEVER NOTES TO THE ACCOUNTS TO ITSELF ARE CLARIFICATORY AND SELF EXPLANATORY IN THE NATURE.

APPRECIATION :

The Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE : 30th May, 2014 On Behalf of the Board of Directors of PLACE : Ahmedabad Heera Ispat Limited

Sd/- (Dinesh Rao) Chairman and Managing Director DIN: 06379029

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Mar 31, 2014

The Members,

HEERA ISPAT LIMITED

Dear Shareholders,

The Directors have pleasure in presenting herewith the 22ND Audited Annual report of your Company for the financial year ended on 31ST MARCH, 2014

FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Year Ended on Ended on 31/03/2014 30/06/2013

Gross Income 461,623 100

Total Expenses 694,458 71,76,145

Profit /(Loss) Before Depreciation & Tax (232,835) (7,176,045)

Profit Before Tax (232,835) (75,29,943)

Provision for Tax 8034 NIL

Excess Income Tax Provision P.Y NIL NIL

Provision for FBT NIL NIL

Net Profit / (Loss) for the Year (240,869) (7,529,943)

Deferred Tax Assets NIL NIL (Previous year liabilities)

Previous year Balance B/f (20,340,570) (12,810,627)

Balance c/f to next year (20,581,439) (20,340,570)



DIVIDEND

As your company has incurred a net loss during the year under review and due to Accumulated loss of the previous year does not permit your directors to declare any amount as dividend to be paid.

UNPAID/UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year Company has not earned any income by way of turnover and other income. After all Administrative Expenditure of Rs 694,458 /-(Previous year Rs 7,176,145/-) the company has suffered a gross operational loss of Rs. 232,835 /- (Previous year gross loss of Rs. 7,176,045/-) After making necessary adjustments for Deffered Tax, Fringe Benefit tax, Your Company had suffered a Net loss for the year which is transferred to balance sheet is Rs. 20,581,439 /- (Previous year loss of Rs. 20,340,570 /-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has no any settlement/liquidation of Financial Liabilities It is not a sick company as per audited balance sheet for the current year.

DEMATERIALISATION OF SECURITIES

Your Company''s equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s Skyline Financial Services Private Limited. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE025D01013. Total Share dematerialized up to 31st March 2014 were 4245800 which constitute 81.97 of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT DISCUSSION AND ANALAYSIS REPORT

Management''s discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under section 73(1) of Companies Act 2013 (section 58A of Companies Act, 1956).

DIRECTORS

During the year under review Mr. DHARMESHKUMAR RAMESHCHANDRA MISTRY and Mr. RAMESHCHANDRA TRIBHOVANDAS MISTRY shall retire by rotation at the ensuing Annual General Meeting as per the provisions of Law. They are eligible for reappointment as director and have offered themselves for directorship of the company. This year there were no changes in the constitution of Board of Director of the company.

DIRECTORS'' RESPONSIBLITY STATEMENT

Pursuant to the provisions of Section 134(5) of Companies Act, 2013 (Section, 217(2AA) of the Companies Act, 1956) your Directors declare that:

i) I n preparation of the annual accounts, as far as possible and except to the extent if any accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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 after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis.

v) The Directors, in the case of listed company, had laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The Director had devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6) of the Companies Act 2013).

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

STATUTORY AUDITORS

M/s. DJNV & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under provisions of Section 139(1) of Companies Act, 2013 read with Rule 4 and 6 of The Companies (Audit and Auditors) Rules, 2014 (Section 224(1B) of the Companies Act, 1956).for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the statutory Auditors M/s. DJNV & Co., Chartered Accountants from to time to time.

AUDITORS OBSERVATION

Auditors have observed that the Company has not complied with AS-22 for Accounting for Deferred Tax Provisions. As the Company''s all fixed assets were not in use during the entire financial year and there was no commercial business activities, your directors have thought it fit and proper not to provide for Deferred Tax for the year. Apart from the same, there was no adverse remark by Auditor In the auditor Report of the company.

FORMATION OF AUDIT COMMITTEE

The present Board of Directors of the Company is in compliance with the provisions of Section 177 of Companies Act, 2013 (section 292A of Companies Act, 1956) and the Clause 49 of the Listing Agreement. In order to make part compliance to the Provisions of Section 177 of the Companies Act 2013 (section 292A of Companies Act, 1956) and clause 49 of the Listing Agreement on Corporate Governance, your directors have already formed an Audit Committee within the organization consisting of 3 directors, an advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.60,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 and as amended being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there were no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

The scheme of Amalgamation is filed with BSE in 22nd November, 2013. where in the company has filed composite scheme of arrangement for re-organization of share capital of Heera Ispat Limited and amalgamation of Heavy Metal & Tubes Limited (transferor company)with Heera Ispat Limited (transferee company)

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE : 30th May, 2014 On Behalf of the Board of Directors of PLACE: Ahmedabad Heera Ispat Limited

(Dinesh Rao) (Suhag V. Shah) Chairman and Managing Director Director DIN : 06379029 DIN : 06398147

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Jun 30, 2011

To The Members of HEERA ISPAT LIMITED

The Directors have pleasure in presenting herewith the 19th Audited Annual report of your Company for the financial year ended on 30th JUNE, 2011.



FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Ended on Year 30/06/2011 Ended on 30/06/2010

Gross Income 0.00 0.00

Total Expenses (1557819) (1494771)

Profit /(Loss) Before Depreciation & (1557819) (1494771) Tax

Profit Before Tax (1557819) (1494771)

Provision for Tax 0 0

Excess Income Tax Provision P.Y 0 0

Provision for FBT 0 0

Net Profit / (Loss) for the Year (1557819) (1494771)

Deferred Tax Assets 0.00 0.00 (Previous year liabilities)

Net Loss for the Year. (1557819) (1494771)

Previous year Balance B/f. (8758236) (7263465)

Total Loss Transferred to Balance (10316055) (8758236) Sheet.

DIVIDEND

As your company has incurred a net loss during the year under review and due to Accumulated loss of the previous year does not permit your directors to declare any amount as dividend to be paid.

UNPAID/UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year Company has not earned any income by way of turnover and other income. After all Administrative Expenditure and Depreciation of Rs15,57,819 (Previous year Rs.14,97,771/-) the company has suffered a gross operational loss of Rs.15,57,819/- (Previous year gross loss of Rs.14,97,771/-). After making necessary adjustments for Differed Tax, Fringe Benefit tax, Your Company had suffered a Net loss for the year which is transferred to balance sheet is Rs.1,03,16,055 /- (Previous year loss of Rs87,58,236 /-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has no any settlement/liquidation of Financial Liabilities It is not a sick company as per audited balance sheet for the current year.

FUTURE BUSINESS PLANS

Board of Director of your Company has planning to grow business in manufacturing and selling activities As the company has incurred loss your Director are thinking to start about new business. .

DEMATERIALISATION OF SECURITIES

Your Company's equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharper Services (India) Pvt Ltd. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 025D01013.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act- 1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

During the year under review Smt Hasumati Rameshchandra Mistry and Mr Alpesh Kiritbhai Patel, shall retire by rotation at the ensuing Annual General Meeting as provisions of Law. They are eligible for reappointment as director and have offered themselves for directorship of the company. Your directors recommend to reappoint them as Directors. Mr. Ramanugrah Singh was Appointed by the Board of Directors of the company on 25th May, 2011 as an Additional Director and as per the provisions of Section 260 of the Companies Act, 1956, he holds Office as a Director up to the date of this Annual General Meeting. Except this there were no changes in the constitution of Board of Director of the company.

DIRECTORS' RESPONSIBLITY STATEMENT

Pursuant to the provision contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

That in the preparation of the annual accounts, except the Accounting standard if any mentioned by Auditor in his Report as not Complied with , any applicable accounting standards which has been followed and no material departure has been made from the same;

That they 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 affair of the company at the end of the financial year and of the profit or loss of the company for that period;

That they 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 for preventing and detecting fraud and other irregularities; That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. DJNV & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under section 224(1B) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the statutory Auditors M/s. DJNV & Co., Chartered Accountants from to time to time.

AUDITORS OBSERVATION

Auditors have observed that the Company has not complied with AS-22 for Accounting for Deferred Tax Provisions. As the Company's all fixed assets were not in use during the entire financial year and there was no commercial business activities, your directors have thought it fit and proper not to provide for Deferred Tax for the year. Apart from the same, there was no adverse remark by Auditor In the auditor Report of the company.

FORMATION OF AUDIT COMMITTEE

The present Board of Directors of the Company is not in compliance with the provisions of Section 292A and the Clause 49 of the Listing Agreement. Even though, however, in order to make part compliance to the Provisions of Section 292A of the Companies Act 1956 and clause 49 of the Listing Agreement on Corporate Governance, your directors have already formed an Audit Committee within the organization consisting of 2 directors, an advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.60,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 and as amended being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there were no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE : 21st July, 2011 On Behalf of the Board of Directors

PLACE: Godhara. Of Heera Ispat Limited

(Rameshchandra T. Mistry) (Dharmesh R. Mistry)

Chairman And Director Managing Director

---

Jun 30, 2010

Dear Shareholders,

The Directors have pleasure in presenting herewith the 18th Audited Annual report of your Company for the financial year ended on 30th JUNE, 2010.

FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Year Ended on Ended on 30/06/2010 30/06/2009

Gross Income 0.00 0.00

Total Expenses (14947711) 45,32,139

Profit /(Loss) Before Depreciation & Tax (1494771) (4532139)

Profit Before Tax (1494771) (4532139)

Provision for Tax 0 0

Excess Income Tax Provision P.Y 0 0

Provision for FBT 0 0

Net Profit / (Loss) for the Year (1494771) (4532139)

Deferred Tax Assets 0.00 0.00

(Previous year liabilities)

Net Loss for the Year. (1494771) (4532139)

Previous year Balance B/f. (7263465) (2731326)

Total Loss Transferred to Balance Sheet. (8758236) (7263465)

DIVIDEND

As your company has incurred a net loss during the year under review and due to Accumulated loss of the previous year does not permit your directors to declare any amount as dividend to be paid.

UNPAID/UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year Company has not earned any income by way of turnover and other income. After all Administrative Expenditure and Depreciation of Rs 14,97,771 (Previous year Rs. 45,32,139/-) the company has suffered a gross operational loss of Rs. 14,97,771/- (Previous year gross loss of Rs.45,32,139/-). After making necessary adjustments for Deffered Tax, Fringe Benefit tax, Your Company had suffered a Net loss for the year which is transferred to balance sheet is Rs.87,58,236/- (Previous year loss of Rs.72,63,465/-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has no any settlement/liquidation of Financial Liabilities .It is not a sick company as per audited balance sheet for the current year.

FUTURE BUSINESS PLANS

Board of Director of your Company has planning to grow business in manufacturing and selling activities As the company has incurred loss your Director are thinking to start about new business..

DEMATERIALISATION OF SECURITIES

Your Company's equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharepro Services (India) Pvt Ltd. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 025D01013.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act- 1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

During the year under review Shri Dharmeshkumar Rameshchandra Mistry, and Mr. Rameshchandra T Mistry shall retire by rotation at the ensuing Annual General Meeting as provisions of Law.They are eligible for reappointment as director and have offered themselves for directorship of the company. Additional Directors are appointed Namely Shri Alpesh Kiritbhai Patel and Radheshyam Rampal Lodha on date 01/10/2009 who are proposed to be appointed as Regular Director of the company. Your directors recommend to pass the said resolutions.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the provision contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(A) That in the preparation of the annual accounts, except the Accounting standard No. 22 Accounting for Deferred Tax provisions, all other applicable accounting standards has been followed and no material departure has been made from the same;

(B) That they 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 affair of the company at the end of the financial year and of the profit or loss of the company for that period;

(C) That they 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 for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. Hiren R. Patel & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under section 224(1B) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory -Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the statutory Auditors M/s. Hiren R. Patel & Co., Chartered Accountants from to time to time.

AUDITORS OBSERVATION

Auditors have observed that the Company has not complied with AS-22 for Accounting for Deferred Tax Provisions. As the Company's all fixed assets were not in use during the entire financial year and there was no commercial business activities, your directors have thought it fit and proper not to provide for Deferred Tax for the year. Apart from the same, there was no adverse remark by Auditor In the auditor Report of the company.

FORMATION OF AUDIT COMMITTEE

The present Board of Directors of the Company is riot in compliance with the provisions of Section 292A and the Clause 49 of the Listing Agreement. Even though, however, in order to make part compliance to the Provisions of Section 292A of the Companies Act 1956 and clause 49 of the Listing Agreement on Corporate Governance, your directors have already formed an Audit Committee within the organization consisting of 2 directors, an advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (l)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there was no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are hot given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

On Behalf of the Board of Directors Of Heera Ispat Limited

Sd/- (Rameshchandra T. Mistry) Chairman And Director

DATE :4th September, 2010 PLACE: Godhara.

---

Jun 30, 2009

To The Members HEERAISPAT LIMITED

The Directors have pleasure in presenting herewith the 17th Audited Annual report of your Company for the financial year ended on 30th JUNE, 2009.

FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Year Ended on Ended on 30/06/2009 30/06/2008

Gross Income 0.00 0.00

Total Expenses 45,32,13 1.02,472

Profit /[Loss) Before Depreciation & Tax (4532139) (102472)

Profit Before Tax (4532139) (102472)

Provision for Tax 0 NIL

Excess Income Tax Provision P.Y 0 NIL

Provision for FBT 0 NIL

Net Profit / (loss") for the Year (4532139) (102472)

Deferred Tax Assets 0.00 0.00 (Previous year liabilities)

Net Loss for the Year. (4532139) (102472)

Previous year Balance B/f. (2731326) (2628854)

Total Loss Transferred to Balance Sheet. (7263465) (2731326)

DIVIDEND

As your company has incurred a net loss during the year under review and due to Accumulated loss of the previous year does not permit your directors to declare any amount as dividend to be paid.

UNPAID /UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 20SC of the Companies Act, 19S6, The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company,

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year Company has not earned any income by way of turnover and other income, After all Administrative Expenditure and Depredation of Rs 45.32,1.39 (Previous year Rs. 1.02,472/-) the company has suffered a gross operational loss of Rs. 4532,139 /- (Previous year gross loss of Rs.1,02,472/-) . After making necessary adjustments for Differed Tax Fringe Benefit tax, Your Company had suffered a Net loss for the year which Is transferred to balance sheet is Rs.72,63,465 /- (Previous year loss of Rs.27,31.326/-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has no any settlement/liquidation of Financial Liabilities It is not a sick company as per audited balance sheet for the current year.

FUTURE BUSINESS PLANS

Board of Director of your Company has planning to grow business in manufacturing and selling activities As the company has incurred loss your Director are thinking to start about new business,.

DEMATERIALISATION OF SECURITIES

Your Company's equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharepro Services (India) Pvt. Ltd, The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is JNE 025001013.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on Corporate Governance,

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act- 1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

Smt Hasumatiben Rameshchandra Mistiy, shall retire by rotation at the ensuing Annual General Meeting as provisions of Law. She is eligible for reappointment as director and has offered herself for directorship of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provision contained in Section 2l7(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(A) That in the preparation of the annual accounts, except the Accounting standard No. 22 Accounting for Deferred Tax provisions, all other applicable accounting standards has been followed and no material departure has been made from the same;

(B) That they 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 affair of the company at the end of the financial year and of the profit or loss of the company for that period;

(C) That they 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 for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis,

STATUTORY AUDITORS

M/s. Deepak C, Gandhi & Co., Chartered Accountants had resigned as Statutory Auditors of the Company w.e.f. 18th December 2008. The Shareholders had in an Extra Ordinary General Meeting held on 21st January 2009 by passing Special Resolution appointed M/s. Hiren R Patel & Co., Chartered Accountants as Statutory Auditors of the company in a casual vacancy caused by Resignation of Mr. Deepak C Gandhi. M/s. Hiren. R Patel & Co.; have given their letter of consent and confirmation under section 224(18) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting,

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the statutory Auditors M/s. Hiren R, Patel, Chartered Accountants from to time to time. AUDITORS OBSERVATION

Auditors have observed that the Company has not complied with AS-22 for Accounting for Deferred Tax Provisions. As the Company's all Fixed assets were not in use during the entire financial year and there was no commercial business activities, your directors have thought it fit and proper not to provide for Deferred Tax for the year, Apart from the same, there was no adverse remark by Auditor In the auditor Report of the company.

FORMATION Of AUDIT COMMITTEE

The present Board of Directors of the Company is not in compliance with the provisions of Section 292A and the Clause 49 of the Listing Agreement, Even though, however, in order to make part compliance to the Provisions of Section 292A of the Companies Act 1956 and Clause 49 of the Listing Agreement on Corporate Governance, your directors have already formed an Audit Committee within the organization consisting of 2 directors, and advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary

as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of R$,24, 00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs, 2,00,000/- in the aggregate if employed for a part of the year under review, [fence the information required under Section 211 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (l)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there was no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE : 4th September, 2009 On Behalf of the Board of Directors

PLACE: Godhara. Of Heera Ispat Limited

Sd/-

(Rameshchandra T, Mistry) Chairman And Director

---

Jun 30, 2008

Dear Shareholders,

The Directors have pleasure in presenting herewith the 16th Audited Annual report of your Company for the financial year ended on 30th JUNE, 2008.

FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees) Particulars. For the Year For the Year Ended on Ended on 30/06/2008 30/06/2007

Gross Income 0.00 0.00

Total Expenses 1,02,472 99,756

Profit/(loss Before Depreciation Tax 1,02,4721 (99,7561)

Provision for Tax NIL NIL

Net Profit / [Loss] for the Year (1,02,472) [99,756]

Deferred Tax Assets 0.00 0.00

[previous year liabilities]

Net Loss for the Year. [1,02,472] [99,756]

Previous year Balance B/f. [26,28,854] [25,29,098]

Total Loss Transferred to Balance Sheet. [27,31,326] [26,28,854]

DIVIDEND

As your company has incurred a net loss during the year under review and due to Accumulated loss of the previous year does not permit your directors to declare any amount as dividend to be paid.

UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the , provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year Company has not earned any income by way of turnover and other income. After all Administrative Expenditure and Depreciation of Rs 1,02,472/- (Previous year Rs. 99,756/-) the company has suffered a gross operational loss of Rs. 1,02,472/- (Previous year gross loss of Rs.99,756/-). After making necessary adjustments for Deferred Tax, Fringe Benefit tax, Your Company had suffered a Net loss for the year which is transferred to balance sheet is Rs.27,31,326 /- [Previous year loss of Rs.26,28,854/-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has no any settlement/liquidation of Financial Liabilities It is not a sick company as per audited balance sheet for the current year.

FUTURE BUSINESS PLANS

Board of Director of your Company has planning to grow business in manufacturing and selling activities As the company has incurred loss your Director are thinking to start. about new business..

DEMATERIALISATION OF SECURITIES

Your Company's equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharepro Services (India) PVt Ltd. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 025D01013.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report m Annexure-A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act- 1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

Mr. Dharmeshkumar Rameshchandra Mistry, shall retire by rotation at the ensuing Annual General Meeting as provisions of Law. He is eligible for reappointment as director and has offered herself for directorship of the company.

DIRECTORS'RESPONSIBLITY STATEMENT

Pursuant to the provision contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(A) That in the preparation of the annual accounts, all accounting standards has been followed and no material departure has been made from the same;

(B) That they 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 affair of the company at the end of the financial year and of the profit or loss of the company for that period;

(C) That they 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 for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. Deepak C. Gandhi & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under section 224(1B) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the statutory Auditors M/s. Deepak C. Gandhi, Chartered Accountants from to time to time.

AUDITORS OBSERVATION

There was no adverse remark by Auditor In the auditor Report of the company. However notes to the Accounts itself are clarificatory and self explanatory in the nature.

FORMATION OF AUDIT COMMITTEE

The present Board of Directors of the Company is not in compliance with the provisions of Section 292A and the Clause 49 of the Listing Agreement. Even though, however, in order to make part compliance to the" Provisions of Section 292A of the Companies Act 1956 and clause 49 of the Listing Agreement on Corporate Governance, your directors have already formed an Audit Committee within the organization consisting of 2 directors, an advisor [Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (l)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there were no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE :28th August, 2008 On Behalf of the Board of Directors

PLACE: Godhara. Of Heera Ispat Limited

Sd/-

(Rameshchandra T. Mistry)

Chairman And Director