heranba industries ltd Directors report

To,

The Members,

Your Directors have pleasure in submitting their 31^st Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2023.

1. FINANCIAL RESULTS:

The summarized standalone results of your Company are given in the table below:

(Rs in crore except per share)

Particulars	Financial Year Ended
	March 31, 2023	March 31, 2022
Revenue from Business Operations	1,324.38	1,450.37
Other Income	13.58	19.35
Total Income	1,337.96	1,469.72
Total Expenses	1,193.82	1,214.47
Profit/(loss) before Tax	144.14	255.25
Less: Tax Expenses (including for earlier years)	34.03	66.19
Net Profit/(Loss) After Tax	110.11	189.06
Paid Up Equity Share Capital (Face Value Rs 10 each fully paid up)	40.01	40.01
Other Equity	776.10	674.44
Earning Per Share (Basic/Diluted)	27.52	47.25

2. DIVIDEND:

The Board of Directors has recommended a final dividend @ Rs 1.25 (Rupees One and Paise Twenty Five) per equity share of the face value of Rs 10.00 (Rupees Ten) each (i.e. 12.5% of the face value) for the financial year ended March 31, 2023, subject to approval of the shareholders at the ensuing 31^st Annual General Meeting (AGM). Dividend, if approved by the Shareholders at the enusing Annual General Meeting will absorb ? 5.00 crore (approx). The Final Dividend shall be paid within 30 days of its declaration at the 31^st AGM.

3. FINACIAL PERFORMANCE AND OPERATIONAL REVIEW:

Revenue from Operations stood at Rs 1,324.38 crore in FY23 as compared to Rs 1,450.37 crore in FY22. EBITDA stood at Rs 174.6 crore during the year with EBITDA margin at 13.05% in FY23. Profit After Tax stood at Rs 110.11 crore in FY23 as compared to Rs 189.06 crore in FY22.

The Companys FY23 revenues stood at Rs 1,324.38 crore in FY23 restricted by unfavourable global economic scenario, inventory build-up in the system and sluggish demand from key export regions. However, your Company have witnessed decent traction for our formulation products in both domestic and export markets. The EBITDA margins remained muted during FY23 due to lower price realization and higher power & fuel costs. Despite of a challenging year, Heranbas Balance Sheet continues to remain strong with Net Debt Free status coupled with healthy gross cash & cash equivalents balance of

Rs 118.63 crore as on March 31, 2023 fuelling the Companys capex plans.

The Company received six CIB registrations between March and April-2023 and began its FY24 journey on a high note. These registrations are part of the strategy to launch five new products out of Sarigam technical plant. These products would be launched in both technical and formulations segments. Approvals for formulations are already in place with the Company.

These products have already achieved success at the pilot stage after R&D clearance. Initially, the Company will manufacture small quantities of technical for its own branded formulations and subsequently enter the B2B markets once the Sarigam technical plant starts commercial production.

The Company has received an Order from GPCB instructing the Company to prohibit and close the operation at its Vapis Pant Unit-I situated at 1504, 1505, 1506, Phase-III, GIDC, Vapi & Unit-II situated at A-2, 2214/2215, Phase No. -III, Phase-III, GIDC, Vapi ("Said Order"). GPCB has laid certain conditions and has asked the Company to fulfil the same.

Heranbas has aptly responded to the Gujarat Pollution Control Board (GPCB) closure notice for its Vapi plant. The management is confident to resume the commercial production from the Vapi unit in the coming days and the GPCBs temporary Vapi plants closure notice has no impact on Heranbas future business operations.

Heranba being responsible Company stands by its commitment to long term sustainability and ethical way of doing business.

The Company continues to strengthen its product portfolio with new product registrations in both domestic & export markets and leverage its distribution network for delivering growth in the coming years.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations is given separately and forms part of this 31^st Annual Report of the Company.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

6. SHARE CAPITAL:

As on March 31, 2023, the Authorized share capital of the Company stood at ? 45,00,00,000/- (Rupees Forty Five crore Only) divided into 4,50,00,000 (Four core and fifty lakh) equity shares of ? 10/- (Rs Ten) Each.

As on March 31, 2023, the issued, subscribed and paid up Equity share capital of your Company stood at ? 40,01,34, 670/- (Rupees Forty crore One lakh Thrity Four Thousand Six Hundred Seventy Only) divided into 4,00,13,467 (Four crore Thirteen Four Hundread And Sixty Seven) Equity shares of ? 10/- (Rs Ten) each.

As on March 31,2023, the entire share capital of the Company has been dematerialized.

7. FINANCE:

During the year under review, the Company availed the working capital credit facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the prinicipal amount of the aforesaid facilities.

8. DIVIDEND DISTRIBUTION POLICY:

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) requires the top 1000 listed entities, based on market capitalization calculated as on March 31 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same in the Annual Report and on the website of the Company.

The Board of Directors of the Company has adopted a Dividend Distribution Policy, which aims to ensure fairness, sustainability and consistency in distributing profis to the Shareholders. The Policy is attached as Annexure-I and is also available on the website of the Company i.e., www.heranba.co.in under the Investors Relations-section.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into with Related Parties during the Financial Year were in the ordinary course of business and on an arms length basis. There were no Materially Related Party Transactions i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statements. The Company has not entered into any transaction with its Promoters, Directors, Key Managerial Personnel or other designated person which may have potential conflict with the interest of the Company at large.

All Related Party Transaction are placed on a quarterly basis before the Audit Committee for approval/ratification/noting etc.

The Audit Committee has reviewed the related party transactions as mandatorily required under relevant provisions of the Listing Regulations.

The said transactions are in the ordinary course of business and at arms length basis. The Company had taken omnibus approvals for indicative transactions proposed during the financial year ended March 31,2023.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website may be accessed on the Companys website.

All The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are attached herewith in Annexure-II in Form No. AOC-2.

Further Suitable Disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements in the Annual Report.

10. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Further Directors have personally overviewed the adequacy of internal controls and also appointed M/s KD Practice Consulting Pvt. Ltd. as the Internal Auditor to manage the internal controls of the Company.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tool for mitigating risk in order to ensure adequate internal financial control commensurate with the size of the Company.

11. FINANCIAL LIQUIDITY:

Cash and Cash Equivalent as at March 31,2023 was ? 118.63 crore. The Companys working capital management is based on a well-organized process of continuous monitoring and control on Receivables, Inventories and other parameters.

12. INSURANCE:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured. The Company has obtained the Director & Officer (D&O) policy for its Directors and Officers.

13. CREDIT RATING:

As on the date of this report, the Credit Rating as provided by CRISIL Rating Limited (A Credit Rating Agency "CriSIL") on the Total Bank Loan Facilities of Heranba Industries Limited are as under:

Long-Term Rating	CRISIL A/Positive (Reaffirmed)
Short-Term Rating	CRISIL A1 (Reaffirmed)

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Policy under which it established a Whistle Blower Policy/Vigil Mechanism.

This policy seeks the support of employees, channel partners and vendors to report Significant deviations from key management policies and report any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct etc.

The Vigil Mechanism/Whistle Blower policy cover serious concerns that could have grave impact on the operations and performance of the business of Heranba Industries Limited. A Vigil (Whistle Blower) mechanism provides a channel to the employees and directors to report to the management concerns ethical behavior, actual or suspected fraud or violation of the code of conduct mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The policy neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and/or colleagues in general.

The detailed Vigil Mechanism/Whistle Blower Policy of the Company is uploaded on the Companys website may be accessed on the Companys website.

15. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior management personnel in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct for Board of Directors and Senior Management Personnel". The Code has been posted on the Companys website www.heranba.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. A Certificate from the Managing Director to this effect form part of this report and annexed as Annexure-III.

16. PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of insider trading) Regulations, 2015, the Company has formulated and adopted a Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

17. CORPORATE GOVERNANCE REPORT:

Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

The Board has also evolved and adopted a Code of Conduct as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 based on the principles of good Corporate Governance and Best Management Practices. The Code is available on the Companys websitei.e. www.heranba.co.in under "Investors Relation-Corporate Governance" Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with the Practising Company Secretarys Certificate conforming compliance with Corporate Governance norms is annexed to this Report.

18. CEO/CFO CERTIFICATION:

In terms of SEBI (LODR) Regulations, the Certificate signed by Mr. Raghuram K Shetty, Managing Director and Mr. Rajkumar Bafna, Chief Financial Officer of the Company was placed before the Board of Directors along with Annual Financial Statement for the financial year ended March 31, 2023 at its meeting.

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Heranba Industries Limited is exposed to risks such as Natural Disaster, Occupational health & safety hazards, Supply Chain Risk, Quality of Products, Business dynamics Risks, Business Operations Risks, liquidity risk, Interest rate risk, Credit Risks, Logistic Risks, Pollution Free Environment Risk, Market Risks/Industry Risks, Human Resource Risks, Disaster Risks, System Risks and Legal Risks, Data Protection Risk, Credit risk and Operational risk that are inherent in the agro chemical Industry.

The Company has adopted the systematic approach to mitigate the risk associatited with the objectives, operations, revenues and regulations.

By strictly following the regulatory norms and Guidelines, the Company effectively manages the risks and has a focused Risk Management monitoring in place.

The Company has a Risk Management Committee to monitor the risk associated with the Company. The said Committee from to time discussed risk and mitigation measure adopted to mitigate the risk. The Committee recommend from time to time Board the necessary measures to mitigate the risk.

A detailed Risk Management Policy is available Companys website www.heranba.co.in.

20. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY:

During the Year under review the Board has made the total expenditure under CSR of ? 4.26 crore. for F.Y. 2022-23 whereas the total Amount required to be spent was ? 3.95 crore. crore for the financial year 2022-23. The detailed Report on CSR Activities as per Annexure-IV.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, Your Company has incorporated two New Wholly Owned Subsidiary Companies in India under the name of Mikusu India Private Limited and Heranba Organics Private Limited.

A Statement containing the basic financial details of the aforesaid subsidiary companies in Form AOC-I is annexed as Annexure-V.

23. DIRECTORS & KMP:

a. Appointment/Re-appointment/Resignation of Directors.

During the year under review, Mr. Nimesh S Singh (DIN: 00062998), Non Executive Independent Director resigned from the Board w.e.f. August 12, 2022.

Mrs. Sujata S Shetty (DIN: 00632563), Executive Director resigned from the Board w.e.f. August 25, 2022.

Mr. Kaushik H Gandhi (DIN: 01265059), Non Executive Independent Director resigned from the Board w.e.f. November 08, 2022.

Mrs. Vanita R Shetty (DIN: 02493401), Executive Director resigned from the Board w.e.f. November 08, 2022.

At the ensuing Annual General Meeting, Mr. Shriraj S Shetty (DIN: 06609014), would retire by rotation and being eligible for the re-appointment, offers himself for re-appointment.

At this ensuing General Meeting, Your Board recommended for your approval for the re-appointment of the below mentioned directors. A resolution relating to the aforesaid re-appointments are being placed at this 31^st AGM before the Members for their approval.

i. the re-appointment of Shri Sadashiv K Shetty (DIN: 00038681), as a Whole Time Director designated as Executive Chairman of the Company, whose office will be liable to determination by retirement by rotation, for a period of five (05) years with effect from November 01, 2023 till October 30, 2028 and also the continuation of the appointment of Shri Sadashiv K Shetty (DIN: 00038681), as a Whole Time Director designated as Executive Chairman of the Company on attaining the age of 70 years on June 13, 2024 for the remaining period of his term of 5 years i.e. until October 30, 2028.

ii. the re-appointment of Shri Raghuram K Shetty (DIN: 00038703) as a Managing Director of the Company, whose office will be liable to determination by retirement by rotation, for a period of five (05) years with effect from November 01, 2023 till October 30, 2028.

iii. the re-appointment of Shri Raunak R Shetty (DIN: 08006529) as a Whole Time Director designated as Executive Director of the Company, whose office will be liable to determination by retirement by rotation, for a period of five (05) years with effect from April 01,2024 till March 31, 2029.

iv. the re-appointment of Mr. Mulky V Shetty (DIN: 08168960) as a Non-Executive Independent Director of the Company for a second term of five consecutive years with effect from July 09, 2023 till July 08, 2028 and continuation of the appointment of Mr. Mulky V Shetty (DIN: 08168960) as a Non-Executive Independent Director of the Company on attaining the age of 75 years on December 20, 2027 for the remaining period of his second term of 5 consecutive years i.e. until July 08, 2028.

v. the re-appointment of Mr. Anilkumar M Marlecha (DIN: 08193193) as a Non-Executive Independent Director of the Company for a second term of five consecutive years with effect from August 31, 2023 till August 30, 2028, and whose office shall not be liable to retire by rotation.

vi. the re-appointment of Mr. Ganesh N Vanmali (DIN: 07833853) as a Non-Executive Independent Director of the Company for a second term of five consecutive years with effect from August 31, 2023 till August 30, 2028, and whose office shall not be liable to retire by rotation.

During the year under review, the non-executive directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Details of the Directors seeking appointment/reappointment including a profile of these Directors, are given in the Notice convening the 31^st Annual General Meeting of the Company.

Based on the confirmations received, none of the Directors are disqualified for appointment under section 164(2) of Companies Act, 2013.

b. Key Managerial Personnel (KMP):

Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read with Rules made thereunder, the following person has been designated as Key Managerial Personnel of the Company under the Companies Act, 2013.

(a) Mr. Sadashiv K Shetty, Chairman & Executive Director

(b) Mr. Raghuram K Shetty, Managing Director

(c) Mr. Rajkumar Bafna, Chief Financial Officer.

(d) Mr. Abdul Latif, Company Secretary.

c. Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1 )(b) of the Listing Regulations and that they are independent of the management.

d. Annual Evaluation:

The Company has the Evaluation Policy, Remuneration Policy and The criteria for determining qualifications, positive attributes and independence of a director. Based on the above policies and criteria, the Nomination and Remuneration Committee evaluated the performance of Individual directors. The Independent Directors at their separate meeting, also reviewed the performance of the non independent directors and Board as a whole and also review the performance of the Chairman and further assessed the quality of flow of the information between the Board and Management. In addition to the above evaluation, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its Committees of the Board of Directors. The performance of Individual Director vis- &-vis Board and Committees found satisfactory.

e. Remuneration Policy for the Directors, Key Managerial Personnel and other Employees:

In terms of the provisions of Section 178 (3) of the Act, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personal and other employees. In line with this requirement, the Board has decided to form Remuneration Committee.

f. Non Disqualifications of Directors:

None of the Directors on the Board of the Company for the Financial Year ending on March 31, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. Practising Company Secretarys Certifcate confrming the above is annexed herewith as Annexure-VI.

24. AUDITORS:

a. Statutory Auditor:

The Members of the Company at the 30^th Annual General Meeting (AGM) held on Wednesday, July 27, 2022 approved the appointment of Messrs. Natvarlal Vepari & Co., Chartered Accountants (Registration No. 106971W), as the Statutory Auditor of the Company for a period of 5 (five) years from the conclusion of 30^th Annual General Meeting ("AGM") till the conclusion of the 35^th (Thirty Fifth) AGM.

b. Cost Records & Cost Auditors:

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records & Audit) Rules, 2014, the Company maintains the cost records & accounts in respects of products manufactured by the Company which needs to be audited by the Cost Auditor.

In compliance to the above, the Board of Directors has appointed Mr. Paresh Jaysih Sampat, Cost Accountants, as the Cost Auditors of the Company for the financial year ended March 31, 2024. As required by the Act, the remuneration of the Cost Auditor has to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

c. Secretarial Auditors & Secretarial Audit Report:

In compliance of the provisions of Section 204 of the Companies Act, 2013, your Directors have appointed M/s. K. C. Suthar & Co., Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year under review.

The Secretarial Audit Report issued in the Form MR-3 given by the Company secretary in practice is annexed with the report as Annexure-VII.

The Secretarial Audit Report does not contain any qualification(s), reservation(s), adverse remark(s) or disclaimer(s).

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

a. Auditors Qualification:

There were no qualifications, reservations or adverse remarks made by the Auditor in his report made for the financial year under review.

b. Secretarial Audit Report by Practicing Company Secretary:

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report made for the financial year under review.

c. Details of Fraud Reported by Auditors:

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

26. OTHER DISCLOSURE:

a. Meetings:

The details of the various meetings of the Board and its committees are provided in the Corporate Governance Report.

b. Committees of the Board:

The details of the various committes constituted by the Board are provided in the Corporate Governance Report.

c. Change in the Nature of Business:

There has been no change in the Nature of Business during the year under review. Further no material changes or commitments have occurred between the end of the financial year and the date of this report which affect the financial statements of the Company.

d. Material Changes and Commitment if any Affecting the Financial Position of the Company:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

e. Deposits:

The Company has neither accepted nor renewed any deposits from public during the year nor has any outstanding Deposits in terms of Section 73 of the Companies Act, 2013. Further there were no Deposits which are not in compliance of the requirements of Chapter V of the Act.

f. Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

g. Annual Return:

The extracts of Annual Return [MGT-9] pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the Company and can be accessed at www.heranba.co.in

h. Particulars of Employees:

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-VIII.

i. Status of Listing Fees:

The Shares of the Company are continued to be listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

Listing Fees for the Financial Year 2023-24 have been duly paid to BSE and NSE, where Companys shares are Listed.

j. Disclosure pursuant to Section 197(14) of the Companies Act, 2013 and rules made thereunder.

The Managing Director and Whole Times Directors of the Company are not in receipt of any remuneration and/or commission from any subsidiary Company, as the case may be.

k. Registrar and Share Transfer Agent:

M/s Bigshare Services Private Limited is the Registrar and Share Transfer Agent of the Company for the physical and Demat shares. The members are requested to contact directly for any requirements.

l. Compunding of Offence:

There have been certain non-compliances in respect of the Company law related matter for which the Compounding application was filed by Company voluntarily with the Registrar of Companies.

Out of the aforesaid compounding applications, one application relating to the non appointment of Internal Auditor in terms of Section 138 of the Companies Act, 2013 has been disposed off and the defaults has been compounded by paying the proper compounding fees. Further the aforesaid defaults has been made good by the Company by way of appointing the internal auditor.

One compounding application filed by the Company under section 203 of the Companies Act for late appointment of Company Secretary [KMP] by 79 days delayed from the date of applicability. However it is appeared from the Section-203 that provides the cooling period of 6 months from the date of applicability. The Company has appointed the KMP within 3 months from the date of applicability and therefore, the Company has complied with the provisions of section 203 of the Companies Act, 2013 and hence the said application has been withdrawn.

m. Complaints relating to Child Labour, Forced Labour, Involuntary Labour, Sexual Harassment:

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported during the FY 2022-23. The Company has a policy on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and fair enquiry with clear timelines

n. Material Orders passed by Regulators, Courts or Tribunal:

There were no significant or material orders passed by the Regulators, Courts or Tribunal which impact the going concern status of the Company and the Companys operations in future.

o. Research and Development and Quality Control:

The activities of R&D consist of improvement in the process of existing products, decrease of effluent load and to develop new products and by-products.

The management is committed to maintain the quality control and it is the strength of the Company. All raw materialand finished products and materials at various stages of process pass through stringent quality check for the better result and product.

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

a. Conservation of Energy and Technology Absorption:

Power and fuel Consumption:

The Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B as prescribed by the Rules.

The details are as follows:

Particulars	As at March 31, 2023	March 31, 2022
(1) Electricity
Purchased units	2,99,13,826	3,02,11,756
Total Amount (Rs in crore)	27.22	24.16
Rate per Unit (in ?)	9.10	8.00
(2) Own Generator
Fuel (Diesel) units	86,70,528	65,41,882
Total Amount (Rs in crore)	55.49	41.71
Rate per Liter (in ?)	64.00	63.76

b. Technology Absorption:

The technology required for the Company is available indigenously.

c. Foreign Exchange Earnings & Outgo:

		(Rs in crore)
Particulars	As at March 31, 2023	March 31, 2022
Earnings	534.70	600.77
Outgo	165.02	195.62

28. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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 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;

c. 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 of the Company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis; and

e. 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.

29. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

		For Heranba Industries Limited
Date: May 30, 2023	Sadashiv K. Shetty	Raghuram K. Shetty
Place: Mumbai	Chairman	Managing Director
	DIN: 00038681	DIN:00038703