Directors Report of Inducto Steel Ltd.

Mar 31, 2024

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

1. FINANCIAL RESULTS

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

itn T aVtici

	Standalone		Consolidated
Particular	For the	For the	For the	For the
	financial	financial	financial	financial
	year ended	year ended	year ended	year ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from operations	10,404.84	9,001.35	10,404.84	9,001.35
Other Income	177.82	56.37	177.82	56.37
Total Revenue	10,582.66	9,057.72	10,582.66	9,057.72
Cost of raw materials consumed	6,574.65	2,969.21	6,574.65	2,969.21
Purchase of Stock - in - trade	3,975.29	5,352.93	3,975.29	5,352.93
Changes in inventories of finished goods, stock - in - trade, work - in - process	(814.48)	268.88	(814.48)	268.88
Manufacturing expenses	133.32	82.76	133.32	82.76
Employee benefits expenses	221.91	81.83	221.91	81.83
Finance costs	356.57	87.45	356.57	87.45
Depreciation and amortization expenses	28.38	27.79	28.38	27.79
Other expenses	81.42	86.18	81.37	86.14
Total Expenses	10,557.06	8,957.04	10,557.01	8,956.99
Share of profit/ (loss) from associates	---	---	(0.05)	(0.05)
Profit / (Loss) before tax	25.60	100.69	25.60	100.69
Less: Current Tax	7.73	26.44	7.73	26.44
Less: Taxes of Earlier Years	1.35	8.82	1.35	8.82
Less: Deferred Tax	0.38	7.76	0.38	7.77
Profit / (Loss) after tax	16.14	57.66	16.14	57.66
Other Comprehensive Income	0.01	0.44	0.01	0.44
Total Comprehensive Income for the year	16.15	58.10	16.15	58.10
Earnings Per Share (Face Value of Rs. 10/- each) -Basic	0.40	1.44	0.40	1.44
-Diluted	0.40	1.44	0.40	1.44

PERFORMANCE AND FINANCIAL HIGHLIGHTS
Turnover

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

Revenue

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

Finance Cost

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

Depreciation

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

Segmental Review

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

Segment-wise Standalone Ind AS Financial Results In Lakhs

Particulars	Mumbai	Bhavnagar	Total
Segment Assets	3,683.58	1,052.49	4,736.07
Segment Liabilities	351.16	64.00	415.16
Revenue from External Source (excluding Inter Segment Revenue)	2,557.68	8,053.74	10.582.66
Segment Results Before Interest and Taxes	103.88	278.29	382.17

2. CONSOLIDATED FINANCIAL STATEMENTS

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

3. MANAGEMENT DISCUSSION AND ANALYSIS

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

4. LISTING ON STOCK EXCHANGE:

The Company''s shares are listed on BSE Limited.

5. DEPOSITORY SERVICES:

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

6. TRANSFER TO RESERVES:

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

7. DIVIDEND

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

8. CHANGE IN NATURE OF BUSINESS

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

9. MATERIAL CHANGES AND COMMITMENTS

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

10. CAPITAL STRUCTURE

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

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

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a. BOARD OF DIRECTORS

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

Sr. No.	Name of Director	DIN	Designation
1.	Mr. Rajeev Shantisarup Reniwal	00034264	Managing Director
2.	Mrs. Sweety Rajeev Reniwal	00041853	Non-Executive Non¬ Independent Director
3.	Mr. Yogesh Anantrai Thakkar	00043588	Non-Executive Independent Director
4.	Mr. Bhushanlal Chamanlal Behl	03023697	Non-Executive Independent Director

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

b. KEY MANAGERIAL PERSONNEL

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

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

Sr. No.	Name of KMP	Designation
1.	Mr. Rajeev Shantisarup Reniwal	Managing Director
2.	Mr. Dilip Vimal Kaushik	Chief Financial Officer
3.	Ms. Fulvanti Jain	Company Secretary & Compliance Officer

c. RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

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

d. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR

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

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

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

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

13. COMMITTEES OF THE BOARD

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

Audit Committee:

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

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

Nomination and Remuneration Committee (''NRC''):

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

Stakeholder''s Relationship Committee (''SRC''):

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

Corporate Social Responsibility Committee (''CSR''):

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

14. COMPANY POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

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

15. PERFORMANCE EVALUATION OF THE BOARD

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

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

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

OUTCOME OF THE EVALUATION

Board of Directors:

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

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

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

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

Committees of the Board:

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

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

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

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

16. PARTICULARS OF EMPLOYEES

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

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best
of their knowledge and ability, state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;

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

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

e) the directors have laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively;

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

18. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

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

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

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

19. AUDITORS AND AUDITORS'' REPORT

JOINT STATUTORY AUDITORS

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

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

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

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

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

Fraud Reporting:

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

SECRETARIAL AUDITORS

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

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

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

INTERNAL AUDITORS

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

20. DETAILS OF SUBSIDIARY/ TOINT VENTURES/ ASSOCIATE COMPANIES

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

21. DEPOSITS

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

22. PARTICULARS OF LOANS, GUARANTEE & INVESTMENTS

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

23. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

Further during the year under review, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
There were no materially significant related party transactions which could have potential
conflict with interest of the Company at large.

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

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

The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure D and is attached
to this report.

25. RISK MANAGEMENT

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

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

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

26. VIGIL MECHANISM

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

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

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

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

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

28. COMPLIANCE WITH SECRETARIAL STANDARDS

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

29. ANNUAL RETURN

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

30. CORPORATE GOVERNANCE REPORT

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

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

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

32. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

33. MAINTENANCE OF COST RECORDS

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

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

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

35. FAMILIARIZATION PROGRAMME

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

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

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

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

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

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

37. OTHER DISCLOSURES

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

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

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

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

38. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

RAJEEV RENIWAL SWE ETY RENIWAL

MANAGING DIRECTOR DIRECTOR

(DIN: 00034264) (DIN: 00041853)

Date: May 30, 2024
Place: Mumbai

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Mar 31, 2015

Dear Members,

The Directors are presenting the 27th Annual Report of your Company and the Audited Financial Statements for the year ended 31st March 2015.

FINANCIAL RESULTS: (in lacs)

PARTICULARS 2014-15 2013-14

Revenue from Operations 20,919.27 35,736.44

Other Income 1,762.14 1,973.39

Total Revenue 122,681.41 37,709.83

Profit / (Loss) before tax 478.70 613.57

Less: Tax Expense 154.79 202.92

Less: Deferred Tax (0.37) 5.96

Profit / (Loss) after tax 324.28 404.69

HIGHLIGHTS OF COMPANY'S PERFORMANCE :

During the year under consideration total revenue were Rs. 22,681.41 Lacs as against Rs. 37,709.83 Lacs in the preceding financial year and Profit After Tax was Rs. 324.28 Lacs as against Rs. 404.69 Lacs in the preceding financial year.

The Company has not been able to perform well during the year due to various factors like fluctuations in the exchange rate of US Dollar vis-a-vis Indian Rupee steep decrease'in prites of Iron . and steel products and volatile market conditions. However, the Company has been able to improve the net profit margins for the financial year 2014-15,due to its cautious approach. The Management is of the view that, in the coming years the ship breaking industry as well as Iron and Steel sector .will be stable and with expected boost in the economy the requirement of iron and steel will increase which will help the Company to move towards its sustained path of growth.

DIVIDEND:

To consolidate the future position of the Company and support the fund requirements, your Board of Directors regret their inability to recommend any dividend for the year.

RESERVES:

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

LOANS, GUARANTEE & INVESTMENTS :

The particulars of loans, guarantees and' investments have been disclosed in the financial statements.

DEPOSITS:

The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, Or under Chapter V of the Act.

RELATED PARTY TRANSACTIONS :

The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 ' have been made in Note 2.30 of the Notes to the financial statements.

The particulars of contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013, in prescribed Form No. AOC -2, is appended as Annexure 1 to the Board's Report.

INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel (KMP)

During the year under review, Mrs. Neela Shah and Mr. Prashant Agrawal resigned from the Directorship . of the Company w.e.f. 2nd June 2014. Thereafter, the Board of the Company is duly constituted.

Mr. Rajeev Reniwal, will be retiring by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment pursuant to Section 152 of the Companies Act, 2013.

* Appointment and Resignation of KMP:

The Board of Directors at its meeting held on 30th March 2015 appointed Mr. Rakesh Reniwal'as Chief Finance Officer (CFO).

Further, Mr. Rajeev Reniwal, Managing Director, was designated as a KMP.

B) Declaration by an Independent Director(s) and re-appointment, if any

All the Independent Directors have provided the declaration of Independence, as required pursuant to . Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6)

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory.

At a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed at the Board Meeting that followed the meeting of the independent Directors, at which the performance of the Board, its Committees and individual directors was* also discussed.

BOARD MEETINGS:

During the year under review, the Company has conducted 15 (Fifteen) Board Meetings. Details are covered in Corporate Governance Report.

EXTRACT OF ANNUAL RETURN :

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in form no. MGT-9 is appended as Annexure 2 of the Board's Report.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance forming part of the Directors' Report and a Certificate from the Auditors is included in the Annual Report. Annexure - 3 is attached herewith.

AUDITORS:

M/s. P. D. Goplani & Associates, Chartered Accountants, Bhavnagar, having ICAI Firm Registration No. 118023W being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 139 ofthe Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration.

The Auditors in their report dated May 29, 2015 have opined that provision for gratuity and long term employee benefits as per AS-15 has not been made. In this connection, the Board would like to clarify that the Co. has no employee in continuous service of 5 years Ar more. Hence, the provisions pertaining to gratuity are not applicable to the Company.

Apart from this the report is self-explanatory.

SECRETARIAL AUDIT:

The Board of Directors have appointed Mr. Dilip Bharadiya, Proprietor of M/s. Dilip Bharadiya & Associates, Practising Company Secretaries, Mumbai, to conduct Secretarial Audit for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year 2014-15 forms part of the Directors' Report as Annexure 4.

The Auditor has raised observations pertaining to delay in filing of forms in time. The management of the Company has assured that the Company will take adequate steps to streamline work and . adhere with time guideline provided under various acts, statutes, regulations.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes having taken place affecting the financial position of the Company . from the date of closure of financial year till the signing of Accounts.

DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation ofthe annual accounts, the 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 reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets ofthe 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, further state that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS :

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of energy:

(i) the steps taken or impact on conservation of energy;

The Company acknowledges the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has made efforts to minimize energy costs. Company is engaged in Ship Breaking and trading in metal scrap, coals, aluminium foil & other industrial inouts. No significant power consumption is required in ship breaking industry as major portion is production process consisting of non mechanical processes. However, industrial gases are used in ship dismantling activities and the Company has taken various measures to control the consumption of fuel and energy.

(i i) the steps taken by the Company for utilising alternate sources of energy;

Company is engaged in Ship Breaking and trading in metal scrap, coals, aluminum foil & other industrial inouts. No significant power consumption is required in ship breaking industry as major portion in production process consist of non mechanical processes. However, industrial gases are used in ship dismantling activities and the Company has taken various measures to control the consumption of fuel and energy. Hence, the ' Company has not made any investment towards any alternate source of energy.

(ill) the capital investment on energy conservation equipments;

The Company is taking adequate steps to conserve energy though no such capital' investment has been made.

B. Technology absorption:

The Company's operations do not require significant absorption of technology.

C. Foreign exchange earnings and Outgo:

Current Year Previous Year

Foreign Exchange Earnings and Outgo 847718101 409247000

CORPORATE RESPONSIBILITY STATEMENT (CSR):

the provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable as the Company is not falling under the said parameters.

AUDIT COMMITTEE:

The Audit Committee was reconstituted in accordance with the provisions of Companies Act, 2013. The details pertaining to Audit Committee and its composition are included in the Corporate Governance Report, which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Director's appointment and payment of remuneration including criteria for determining qualifications, positive attributes, and independence of a Director. The Committee shall function in accordance with the terms and reference of the policy. Policy of the Company is enclosed herewith as Arjnexure 5.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company's website.

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The details pertaining to composition .of the Committee is included in the Corporate Governance Report, which forms part of this report. The role of the Committee is explained in detail in the Corporate Governance Report enclosed herewith.

PERFORMANCE OF EMPLOYEES:

A) The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. Details of the ratio of the remuneration of each Director to the median employee's ~ remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Company has not paid any remuneration to the Directors of the Company and hence the information is not furnished.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

No remuneration is paid to any Director of the Company. Further, appointment of Chief Financial Officer, was done at the Board Meeting held on 30th March 2015 and hence the information pertaining to percentage increase in remuneration cannot be provided.

c. The percentage increase in the median remuneration of employees in the financial year:

There is no increase in remuneration of employees. Hence, information cannot be furnished.

d. The number of permanent employees on the rolls of Company: 11

e. The explanation on the relationship between average increase in remuneration and Company performance:

There is no increase in remuneration of employee. Hence, information cannot be furnished.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Appointment of key managerial personnel was done on 30th March 2015. Since this information is for part of the year, the same is not comparable.

g. 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:

Particulars March 31,2015 March 31,2014 % Change

Market Capitalization 92195980 140001302 -34.15%

Price Earnings Ratio 2.84 3.46 -17.92%

h. 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:

During the financial year under review, the Company has not come out with any public offer.

i. Average percentile increase already 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:

There is no increase in salaries of employees other than the managerial personnel in the last-financial year. Further, no remuneration is paid to managerial personnel so comparison cannot be made.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Appointment of key managerial personnel was done on 30th March 2015. Since this information is for part of the year, the same is not comparable.

k. The key parameters for any variable component of remuneration availed by the directors:

No remuneration is paid to any Director of the Company.

l. The key parameters for any variable component of remuneration availed by the directors:

Not applicable

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

No remuneration is being paid to Key Managerial Personnel.

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Company has no such employee drawing remuneration more than mentioned under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is provided in Annexure - 6.

COST AUDIT:

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board of Directors of the Company has approved the appointment of Mr. Sonu-Sobhraj Kewlani, Partnership firm M/s Kewlani & Associates, having Registration No. 101593 as the cost auditors of the Company to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time for the year ending March 31, 2016, at a remuneration of Rs. 40,000/- p.a. and, have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.

RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee on 30th March 2015 to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has * additional oversight in the area of financial risks and controls. Policy to manage risk is also placed on the website of the Company. During the year, risk analysis and assessment was conducted and the details of the same are covered in the Management Discussion and Analysis Report of the Company.

FAMILIARIZATION PROGRAMME:

As per Clause 49 of the Listing Agreement entered into with the stock exchange, Corporate Governance Report with Auditors' Certificate thereon and Management Discussion and Analysis are attached, which form part of this report. Details of the familiarization programme of the Independent Directors are available on the website of the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Directors state that during the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF VARIOUS PLANS:

During the financial year 2014-15, ship breaking unit at Alang Ship Breaking Yard and Trading Unit have not been able to perform well during the year due to various factors like fluctuations in the exchange rate of US Dollar vis-a-vis Indian Rupee and steep decrease in prices of Iron and Steel products and volatile market conditions. The management is of the view that, in the coming years the ship breaking industry will be stable and with expected boost in the economy the requirement of Iron and Steel will increase which will help the Company to move towards its sustained path of growth.

Overall, since the prices of Iron and Steel having been reasonably stabilized and the inventory levels of the Company and its market position, both the segments of the Company, viz. Ship Breaking and Trading, are expected to see major increase in terms of Gross Revenues and Net profit Margins in the coming year.

The Company is hopeful that in the coming period the Company will continue its ship breaking and trading activities and take It to the level of extended growth and will contribute more to the overall growth of the business of the Company and your Directors See a very positive and bright future prospects ahead for the Company looking to the prevailing upward trend in the Iron and Steel sector in India and internationally.

The Company is hopeful that with the stabilizing the price for the old ship in the international market and also sale prices of companies products in the domestic .market; the Company will be able to improve the turnover and also the profitability in the coming year.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, financial Institutions, various State and Central Government authorities and stakeholders.

For and on Behalf of the Board of Directors,

INDUCTO STEELS LTD. V

Sd/- $d/-

Rajeev Shantisarup Reniwai Sweety Reniwal Managing Director Director (DIN 00034264) (DIN 00041853)

Place: Mumbai Date: 25th August 2015

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Mar 31, 2012

To, The Members of Inducto Steels Limited

The Directors are pleased to present the 24th Annual Report of the Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2012.

Financial Results: (Rs in Lacs)

2011-12 2010-11

Sales & Other Income 10316.84 6,965.35

Profit/(Loss) before Tax 633.62 554.25

Provision for Tax (205.75) (175.44)

Adjustment for deferred tax 1.25 (3.83)

Profit after tax 426.62 374.98

Balance Profit from Last Year 1012.83 804.96

Transfer to General Reserve (50.00) (50.00)

Profit Available for Appropriation 1389.45 1129.94

Proposed Dividend (120.52) (100.43)

Dividend Distribution Tax thereon 19.55 (16.68)

Balance of Profit Carried to Balance Sheet 1249.38 1012.83

Earning Per Share (Face Value Rs. 10/-)

- Basic and Diluted 10.62 9.33

Keeping in view the good market potential, the company carried out its Ship Breaking activities on a full scale during the year and that is reflected in the increase in the Gross Revenues. In spite of heavy fluctuation in the prices of old ship in the international market and also heavy dollar exchange rate fluctuations, your company has been able to optimize the market situation and have achieved increase in Gross Revenues. Your Directors are hopeful that there will be even more improvement in sales and profit margin in the coming year.

Dividend

The Directors recommend a Dividend of 30% (Rs. 3.00 per share) on the Equity Share for the Financial Year ended March 31, 2012 for approval by the Members.

Prospects for the coming year

The Company is hopeful that with the stabilizing the price for the old ship in the international market and also sale prices of companies products in the domestic market; the company will be able to improve the turnover and also the profitability in the coming year.

Management Discussion and analysis

Provided in Annexure - B forming part of this report Directors' Responsibility Statement

Provided in Annexure - C forming part of this report

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance. In addition to basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. The report on the Corporate Governance is attached (Annexure D) herewith. Board of Directors

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Rajeev Reniwal and Mrs. Sweety Reniwal retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Necessary resolutions are being placed before the shareholders for approval.

Auditor's Observation/qualification.

The observation/qualification of the auditors are based on the facts stated in the schedules of notes and members are requested to refer to the Note no. 2.29 forming part of Financial Statements and notes 1.2 (a) to (j) of notes on accounts, which are self explanatory and does not require any further clarification/reply.

Auditors

M/s. Jain Seth & Co., Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting. However, the company has not received their confirmation of their willingness to be re-appointed. The company has received confirmation and their eligibility and willingness to accept office from M/s. RD. Goplani & Associates, Chartered Accountants, if appointed. They have given a certificate to the effect that the appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their appointment.

Members are requested to re-appoint M/s. RD. Goplani & Associates, Chartered Accountants, as Statutory Auditors of the Company for the period commencing from ensuing Annual General Meeting until the conclusion of next Annual General Meeting and fix their remuneration.

Particulars of Employees

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, your Company has no person in its employment drawing salary within the monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo:

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, the required information relating to conservation of energy, technology absorption and foreign exchange earning and outgo is annexed (Annexure A) hereto which is forming part of this report.

Acknowledgement

Your Directors wish to place on record their appreciation for the continued support from the Shareholders, Investors, Customers, Suppliers and Bankers. Your Directors place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity, cooperation and acknowledge that their support has enabled the Company to achieve new heights of success.

By Order of the Board

Sd/-

Rajeev Reniwal Director

Place: Mumbai Date : 16/08/2012

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Mar 31, 2010

The Directors are pleased to submit the 22nd Annual Report of the Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2010.

Performance: (Rs in Lacs)

2009-10 2008-09

Sales & Other Income 4524.59 2971.25

Profit/(Loss) before Tax 457.21 187.08

Provision for Tax 155.25 72.18

Fringe Benefit Tax 0.00 0.09

Adjustment for deferred tax 1.87 1.53

Profit after tax 300.08 113.27

Keeping in view the good market potential, the company carried out its Ship Breaking activities on a full scale during the year and that is reflected in the manifold increase in the Gross Revenues as well as in Net Profit Margins also inspite of heavy fluctuation in the prices of old ship in the international market and also heavy dollar exchange rate fluctuations, coupled with corresponding fluctuations in sale price of re-rollable scrap and old machineries etc, your company has been able to optimize the market situation and have achieved manifold increase in Net Profit Revenues. Your Directors are hopeful that since the market has got stabilized, there will be even much more improvement in sales and profit margin in the coming year. However, due to price volatility of Ferrous and Non Ferrous metals in the international market, the company preferred not to do any trading business activities during the year.

Dividend

Taking into account the good performance, the Directors recommend a Dividend of 20% (Rs. 2.00 per share) on the Equity Share for approval by the Members. The total dividend, if approved by the Members at the Annual General Meeting, would absorb Rs. 80,34,508/- out of profits for the year. Dividend distribution tax payable amounting to Rs. 13,65,465/- has also been appropriated out of profits.

Prospects for the coming year

The Company is hopeful that with the stabilizing, the price for the old ship in the international market and also sale prices of company’s products in the domestic market, the company will be able to improve the turnover and the profitability in the coming year.

Management Discussion and analysis

a) Overview

Last year, prices of old ships, Iron and Steel Products, which had seen a sharp increase. However, the prices in Iron and steel industry got stabilized comparatively during the year and the company could achieve manifold increase in the net profit margins. Increase The same is expected to remain so at least in the near future. The management is exercising

caution in purchase of ships for breaking to optimize the profit margin and minimize the possibilities of losses, if so happen.

Whenever, there is no immediate payment liability against old ship purchased for breaking, the surplus funds available with the Company are given as loan on short-term basis and also invested in the stock market for earning interest/short term capital gain. The Company is hopeful that the Company can earn reasonable return on this loans/investment.

b) Segmental Review.

The Company is engaged in the ship breaking activities and value of single purchase is very large. The company effect sale from above and occasionally the company have surplus fund, which the company advance to other companies and earn interest. However the income from such activities are not substantial and the main activities of the Company continue to be that of ship breaking only and there is no other segmental business for the Company.

c) Review of operation

As has been stated in the out-look, due to boom in the availability of old ships in the international market, the company’s ship breaking unit at Alang Ship Breaking Yard, Bhavnagar is fully operational through out the year and sales turnover in ship breaking activities has seen a manifold increase. However due to heavy fluctuation in the rates of old ships purchased for breaking, dollar-rupee rates and also sales price of Iron and Steel products of the company, the profit margins could not be achieved as desired. However, now the market has stabilized and taking into account the inventory level of the company as at the year-end, it is hoped that the turnover and the profitability will see a considerable increase in the current financial year.

d) Financial Review and analysis

Performance

2009-10 2008-09

Gross Turnover 4010.94 1857.67

Net Turnover 4010.94 1857.67

Other income 513.65 1113.58

Total Expenditure 3996.73 2728.50

Operating Profit (PBIDT) 527.85 242.75

Interest 64.49 52.51

Gross Profit (PBDT) 463.36 190.24

Depreciation 6.15 3.16

Profit before tax & exceptional items 457.21 187.08

Exceptional Items 0.00 0.00

Profit before tax 457.21 187.02

Provision for current Tax 155.25 72.18

Provision for Fringe Benefit Tax 0.00 0.09

Profit after current tax 301.95 114.75

Deferred tax 1.87 1.53

Net Profit after total and Exceptional items 300.08 113.22

e) Cash Flow Analysis

Sources of Cash 2009-10 2008-09

- Cash from operation 214.00 50.31

- Non-operating cash flow 17.11 56.51

- Increase in debts 1876.42 2902.23

- Decrease in cash and cash equivalents -

Uses of Cash

- Net capital expenditure 24.80 -

- Increase In Working Capital 1812.28 2960.28

- Increase in cash and cash equivalents. 270.46 48.77

f) Risk Management

The Company is exposed to the risk from the market fluctuations of foreign exchange as well as the fluctuation in the price of iron and steel. The Company’s raw material is old ship, which is purchased from the international market on credit ranging upto 180 days to 360 days. Though the Company is not hedging or covering the foreign exchange requirement, the Company is regularly monitoring the foreign exchange movement and suitable remedial measures are taken as and when felt necessary. Though the Company is employing such measures, the Company is still exposed to the risk of any heavy foreign exchange fluctuation.

Likewise, the Companys finished products are mainly re-rollable scrap generated from ship breaking and the price of the same is linked to the market rate for iron and steel. Any up and down in the price of the iron and steel will affect the profitability of the Company. However taking into account, the price fall already effected during the year 2009-10, further major down fall in the price of iron and steel is not expected.

In addition to the above, the Company is also exposed to the risk of fluctuation in the stock exchange as the Company has invested some of its surplus funds in equity shares of Companies in order to earn capital gain. However the Directors considering their past experience in the line, is confident that the Company will not face any major set back in this area.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors’ Responsibility Statement, it is hereby confirmed:

a) that in the preparation of Annual Accounts for the financial year ended 31st March 2010, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) that the Directors had selected such Accounting policies and applied them and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

d) that the Directors had prepared the accounts on a going concern basis.

Board of Directors

During the year, Mr Hanmant Wagh and Mr Yusufali A Bhojani have resigned as Directors of the Company. The Board wishes to place on record its appreciation of the valuable services rendered by them during their tenure as Directors. Ms Neela Shah and Mr Bhushanlal Behl have joined the Board as Additional Directors and they hold office upto the date of the ensuing Annual General Meeting. Notices have been received under Section 257 of the Companies Act, 1956 from Members proposing the appointment of Ms. Neela Shah and Mr. Bhushanlal Behl as Directors.

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Prashant Agarwal and Mr. Yogesh Thakkar retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Auditors Observation/qualification.

The observation/qualification of the auditors are based on the facts stated in the schedules of notes and members are requested to refer to the Note no. 2(a), 2(b) and 3(a) to 3(d) in the Schedule 15 forming part of the accounts, which are self explanatory and does not require any further clarification/reply.

Deposits

During the year under review, the Company did not accept any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rule, 1975 as amended.

Auditors

M/s. Jain Seth & Co., Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

Members are requested to re-appoint M/s. Jain Seth & Co., Chartered Accountants, as Statutory Auditors of the Company for the period commencing from ensuing Annual General Meeting until the conclusion of next Annual General Meeting and fix their remuneration.

Particulars of Employees

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, your Company has no person in its employment drawing salary within the monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo:

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, the required information relating to conservation of energy, technology absorption and foreign exchange earning and outgo is annexed hereto, which is forming part of this report.

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance. In addition to basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. The report on the Corporate Governance is attached herewith.

Listing of Shares

The Shares of the Company are listed at Bombay Stock Exchange Limited, Mumbai & applicable listing fees have been paid within the prescribed time limits.

Acknowledgement

Your Directors wish to place on record their appreciation for the continued support from the Shareholders, Investors, Customers, Suppliers and Bankers. Your Directors place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity, and cooperation and acknowledge that their support has enabled the Company to achieve new heights of success.



For & on behalf of the Board of Directors

Sd/-

Place: Mumbai Rajeev Reniwal

Date : 20th August, 2010 Chairman & Managing Director