hariyana ship breakers ltd Directors report

Dear Members,

Your Directors have pleasure in presenting the 42^nd Annual Report along with the Audited Financial Statements (standalone and consolidated) of Hariyana Ship- Breakers Limited for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particular	Standalone		Consolidated
	For the financial year ended 31.03.2023	For the financial year ended 31.03.2022	For the financial year ended 31.03.2023	For the financial year ended 31.03.2022
Revenue from operations	5,407.23	16,848.64	5,407.23	16,860.14
Other Income	798.88	811.37	790.02	811.74
Total Revenue	6,206.10	17,660.00	6,197.25	17,671.88
Cost of raw materials consumed	1,941.72	8,319.45	1,941.72	8,319.45
Purchase of Stock - in - trade	3,029.73	1,853.65	3,029.73	1,864.56
Changes in inventories of finished goods, stock - in - trade, work - in - process		5,608.87		5,608.87
Employee benefits expenses	117.53	290.99	117.53	291.39
Finance costs	221.49	158.29	221.67	158.29
Excise Duty	-	-	-	-
Depreciation and amortization expenses	80.51	87.43	80.51	89.11
Other expenses	148.28	763.97	147.05	293.04
Total Expenses	5,639.34	17,229.46	5,638.28	16,771.77
Share of profit/ (loss) from associates	-	-	1.09	(492.28)
Profit / (Loss) before tax	566.76	430.54	560.05	407.84
Less: Current Tax	143.07	235.54	142.98	235.54
Less: Deferred Tax	5.35	-5.94	6.54	-11.88
Profit / (Loss) after tax	418.34	200.94	410.54	184.18
Other Comprehensive Income	-1.03	5.31	-1.03	5.31
Total Comprehensive Income for the year	417.31	206.25	409.50	189.48
Earnings Per Share (Face Value of Rs. 10/- each)
-Basic	6.78	3.26	6.66	2.99
-Diluted	6.78	3.26	6.66	2.99

2. PERFORMANCE & FINANCIAL HIGHLIGHTS Standalone

F.Y 22-23 closed with Revenues of Rs. 6,206.10/- lakhs, PBT Rs. 566.76 /- lakhs and PAT of Rs 418.34 /- lakhs.

Consolidated

F.Y 22-23 closed with Revenues of Rs. 6,197.25/- lakhs, PBT Rs. 560.05/- lakhs and PAT of Rs. 410.54/- lakhs.

Revenue

Your Company reported Revenue of Rs. 6,206.10/- lakhs during the year as compared to Rs. 17,660/- lakhs of the previous year. Revenue of current year has decreased by 64.86% as compared to previous year.

Finance Cost

Finance cost has increased from Rs. 158.29/- lakhs in the previous year to Rs. 221.49/- lakhs.

Depreciation

Depreciation during the year decreased to Rs. 80.51/- lakhs from Rs. 87.43/- lakhs in previous year.

3. SEGMENTAL REVIEW

The Groups 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 and Bhavnagar.

This Consolidated Segment Information includes Industrial Oxygen & Trading Segment pertains to subsidiary of the company.

iRs. In Lakhs)

Particulars	Mumbai	Bhavnagar	Industrial Oxygen & Trading	Total
Segment Assets	15,709.71	10,588.30	0.94	26,298.95
Segment Liabilities	2,607.07	9,511.50	-	12,118.58
Revenue from External Source (Excluding Inter Segment Revenue)	3,916.45	2,280.82	(0.03)	6,197.24
Segment Results Before Interest and Taxes	745.85	36.25	(0.38)	781.72

4. 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, 2023 forms integral part of this Annual Report.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, giving detailed analysis of Companys operations, as stipulated under Regulation 34 of the Listing Regulations, is presented as Annexure A of this Report.

6. CORPORATE GOVERNANCE

A Report on Corporate Governance, in terms of Regulation 34 read with Schedule V of the Listing Regulations, along with a Certificate from Statutory Auditors of the Company, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented as Annexure B of this Report.

7. DIVIDEND

The Directors have considered it financially prudent to re-invest profits into the business of the Company and therefore do not intend to recommend dividend for the financial year ended March 31, 2023.

8. CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2023 , there was no change in the nature of business of your 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. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the Reserves.

11. LISTING ON STOCK EXCHANGE

The Companys Shares are listed on BSE Limited.

12. DEPOSITORY SERVICES

The Companys 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 INE400G01011. Shareholders therefore are 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.

13. SHARE CAPITAL

The authorized share capital of the Company is Rs. 11,50,00,000/- (Rupees Eleven Crore Fifty Lakhs only) divided into 1,15,00,000 (One Crore Fifteen Lakhs) equity shares of face

value Rs. 10/- each, fully paid up.

The Paid-up Equity Share Capital, as at March 31, 2023 was Rs. 6,16,66,670/- divided into 61,66,667 Equity shares, having face value of Rs. 10/- each fully paid up. During the year under review, the Company has neither issued any shares nor granted any stock options or sweat equity.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Of Directors:

As on March 31, 2023 the Board comprises of 6 (six) Directors: -

Sr. Name of Director No.	DIN	Designation
1. Mr. Shantisarup Reniwal	00040355	Chairman & Executive Director
2. Mr. Rakesh Reniwal	00029332	Managing Director
3. Mrs. Unnati Reniwal	00041306	Whole-Time Director
4. Mr. Manohar Wagh	02622648	Independent & Non-Executive Director
5. Pradeep Lilaram Bhatia	02903984	Independent & Non-Executive Director
6. Tejasbhai Thakker	03017277	Independent & Non-Executive Director

Number of meetings of the Board of Directors:

During the year under review, 10 (Ten) 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.

Retirement by Rotation and Subsequent Re-appointment:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Unnati Reniwal (DIN: 00041306), Wholetime Director retires by rotation and being eligible offers herself for re-appointment.

Re-appointment, Appointment & Resignation:

Ms. Dhwani Dinesh Punamiya, an Associate Member of Institute of Company Secretaries of India, Company Secretary and Compliance Officer of the Company resigned with effect from August 02, 2022.

Ms. Pooja Yadav, an Associate Member of Institute of Company Secretaries of India, appointed as Company Secretary and Compliance Officer of the Company with effect from January 17, 2023.

During the year under review, there has been no change in the composition of Board of Directors of the Company.

Declaration by Independent Directors:

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. The non-executive directors of the Company had no pecuniary relationship or transactions with the Company during the year.

Further, the Independent Directors of the Company have also registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

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

Key Managerial Personnel:

In terms of provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company:

Sr. Name of the Person No.	Designation
1. Mr. Rakesh Shantisarup Reniwal	Managing Director
2. Mr. Sanjeev Shantisarup Reniwal	Chief Executive Officer
3. Mr. Kirti S Desai	Chief Financial Officer
4. Ms. Pooja Yadav	Company Secretary and Compliance Officer

Ms. Dhwani Dinesh Punamiya, an Associate Member of Institute of Company Secretaries of India, Company Secretary and Compliance Officer of the Company resigned with effect from August 02, 2022.

Ms. Pooja Yadav, an Associate Member of Institute of Company Secretaries of India, appointed as Company Secretary and Compliance Officer of the Company with effect from January 17, 2023.

15. 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:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) 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 as at March 31, 2023 and of the profit and loss of the Company for the financial year ended March 31, 2023;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively;

(vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

16. COMMITTEES OF THE BOARD Audit Committee:

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

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 (NARC):

Your Company has a duly constituted NARC, with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations. The detailed information with respect to the NARC is disclosed in the Corporate Governance Report forming part of this Annual Report.

Stakeholders Relationship Committee (SRC):

Your Company has a duly constituted SRC, with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations. The detailed information with respect to the SRC is disclosed in the Corporate Governance Report forming 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 Report forming part of this Annual Report.

17. COMPANY POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NARC) 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 NARC 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 NARC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Boards 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 NARC, adopted a Nomination Policy, which inter alia enumerates the Companys policy on appointment of Directors and KMP. The policy is available on the website of the Company www.hariyanagroup.com.

18. 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 Companys subsidiaries/associate companies in Form AOC-1 is not required to be attached to the financial statements of the Company.

19. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

20. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

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, 2023, if any, form part of the Notes to the Standalone Financial Statements provided in this Annual Report.

21. RISK MANAGEMENT

Effective governance and risk management form the bedrock of a companys sustained performance. Risk management aims to identify and then manage threats that could severely impact the organization. Generally, this involves reviewing operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence and then taking appropriate actions to address the most likely threats. The objectives are to optimize business performance, minimize adverse impact on the business, protect it from damages, frauds and enhance stakeholder value.

The framework revolves around rigorous implementation of standardized policies and processes and development of strong internal control systems. Your Company has set up internal controls and policies related to financial reporting of transactions and efficient business operations in compliance with relevant laws and regulations. Internal reporting systems are in place for effective measurement of various business parameters related to revenue, expenses and reporting, in line with the provisions of the Act.

The Company operates in an interconnected world with stringent regulatory and environmental requirements, increased geopolitical risks and fast-paced technological disruptions that could have a material impact across the value chain of the organisation. 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 fluctuation in the price of the iron and steel affects the profitability of the Company. Thus,

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 Companys raw material is old ships which are 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.

In addition to the above, the Company is also exposed to the risk of fluctuation in the real estate and construction and redeveloping market as the Company has invested some of its surplus funds in partnership firm engaged in such business. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

22. 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 Companys 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 Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys 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.

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, all contracts/arrangements/transactions entered by the Company with Related Parties were in ordinary course of business and at arms 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 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, 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 arms length basis" and also which are "material and at arms length basis", is not applicable to the company.

24. 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, NARC 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 Directors.

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

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 members. 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 Directors.

Committees of the Board:

The Committees 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, 2023. The outcome and feedback from Directors were discussed at the respective meetings of Board, Committees of Board and meetings of Independent Directors.

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.

25. EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Act, the annual return of the Company for the financial year ended March 31, 2023 shall be available on the Companys website

www.hariyanagroup.com

26. AUDITORS AND AUDITORS REPORT Toint 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 41^st 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 41^st Annual General Meeting until the conclusion of 44^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 41^st 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 41^st Annual General Meeting until the conclusion of 46^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, 2023:

There are no observations in the Auditors report for the financial year ended March 31, 2023 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.

27. SECRETARIAL AUDITORS

Pursuant to Section 204 of the Act, M/s. Dilip Bharadiya & Associates, Practising Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Report of the Secretarial Auditor is annexed as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, the Board of the Company at its meeting held on May 30, 2023 has re-appointed M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24.

28. INTERNAL AUDITOR

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.

29. COST AUDITOR

As per the requirement of 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, your company is required to carry out audit of the cost records.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Kewlani & Associates, Cost Accountants (Firm Registration No. 003362) as the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2023-24 at a remuneration of Rs. 40,000/- plus taxes as may be applicable and out of pocket expenses. As required under the provisions of the Companies Act, 2013, a resolution seeking members approval for remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

30. 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, 2023, 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.

31. 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.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, are given as Annexure E to this Report.

34. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted Sustainability and Corporate Social Responsibility Committee (CSR Committee) which comprises Mr. Rakesh Reniwal, Chairman, Mr. Pradeep Bhatia and Mr. Tejas Thakker as Members. 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 2022-23.

35. VIGIL MECHANISM

The Vigil Mechanism/Whistle blower 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 Companys Code of Conduct in an anonymous manner.

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

36. 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 Companys 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 Companys 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 Companys 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 Companys website and can be accessed at www.hariyanagroup.com.

37. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your 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 Committees 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 2022-23.

38. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts have been uploaded on the Companys website.

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, 2023.

39. TRANSFER OF UNDERLYING SHARES TO IEPF

In terms of Section 124(6) of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the equity shares in respect of which dividends have remained unclaimed for a period of seven consecutive years to the IEPF Account established by the Central Government. Details of shares transferred have been uploaded on the website of the Company.

40. 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 Directors 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.

41. 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, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.