Hindustan Dorr-Oliver Ltd Directors Report

BOARDS REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the Boards Report on the business and operations of your company, for the financial year ended 31st March, 2024.

• FINANCIAL RESULTS:

In accordance with the provisions of the Companies Act, 2013, as amended ("the Act"), your company has prepared its financial statement for the financial year ended 31st March 2024 as per the Indian Accounting Standards (‘Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time. Key highlights of the financial performance of your company are provided below:

FINANCIALS:

		(In INR Lakhs)
Particulars	1st April, 2023 to 31st March, 2024	1st April, 2022 to 31st March, 2023
Revenue from operations	346.26	122.31
Other income (II)	8.10	4.89
Total Income (III = I + II)	354.36	127.20
Total Expenditure (IV)	345.50	118.28
Profit/Loss Before Tax (V = III - IV)	8.86	8.92
Total Tax Expense (VI)	Nil	Nil
Net Profit/(Loss) After Tax (VII = V-VI)	8.86	8.92

PERFORMANCE & STATE OF THE COMPANY AFFAIR:

During the financial year under review, the company has Rs. 346.26 million revenue from operations for the Current and Rs. 122.31 million for the previous Year and the Company has a Net profit during the current year for Rs. 8.86 million as compared to a Profit of Rs.8.92 million in the previous year. The Board is confident enough to generating more income in the future years.

• CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the financial year under review, there is no change in the nature of Business of the Company.

• SHARE CAPITAL AS ON 31 MARCH 2024:

During the financial year under review, The Company was under Liquidation and as per the order of the Honble National Company Law Tribunal, Mumbai Bench, the Existing paid-up Capital of the Company was Extinguished and Fresh Capital of 25,00,000 Equity Shares of Rs. 10/- Each was allotted to Pan India Tubes Private Limited.

• RESERVES:

During the financial year under review, the company has not transferred any amount to general reserves.

• DIVIDEND:

Your Board has declared/recommended any dividend for the financial year under review.

• MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATED AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

• THE WEB ADDRESS WHERE ANNUAL RETURN HAS BEEN PLACED:

As per Section 92(3) of the Act and Rules framed thereunder, every company shall place a copy of the annual return on the website of the Company, if any, and the web-link of such annual return shall be disclosed in the Boards Report.

The Company does not have any website. Therefore, the web address of annual return is not placed here.

• DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

No the company do not have any subsidiary, Joint Venture or Associates.

• CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are enclosed as Annexure - 1.

• COMPLIANCE TO SECRETARIAL STANDARDS:

Your Company follows the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

• CHANGE IN DIRECTORS:

As per the Resolution Plan approved by the National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated 10th October, 2023, the Complete Board of Directors Including CFO and Nominee Director of the company are ceased from their respective position with immediate effect.

The Following Board of Directors Including CFO and Nominee Director ceases to be Board member w.e.f 18th December 2023 as per the resolution passed by the Liquidator.

Sl. No Name of the Directors/Signatory Details	Designation
1 Hima Bindu Myneni	Director
2 Prabhakar Ram Tripathi	Director
3 Ramendra Gupta	Director
4 Sudhir Reddy Eragam	Director
5 Rebala Balarami Reddy	Director
6 Chandra Sekaran	Whole Time Director
7 Mahesh Bansal	Nominee Director
8 Suresh Chandrakanth Mundhekar	CFO

Further the following Directors were appointed as Additional Director w.e.f 18.12.2023

Sl. No Name of the Directors/Signatory Details	Designation
1 Prudhvi Raj Kakati	Additional Director
2 Kondaboina Venkata Naveen Kumar	Additional Director
3 Anand Sundararajan	Additional Director

• NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

After the Constitution of the new Board of Directors as per the Directors of the NCLT, Mumbai Bench Two (2) Board meeting was conducted.

Before the Constitution of the Board on 18.12.2023, the Company was managed by Mr. Amit Gupta, Liquidator and during the period of liquidation the Board was suspended and no meeting of the Board of Directors were conducted.

• STATUTORY AUDITORS:

The Company was under Liquidation and as per the Order of the Honble Company Law Board Tribunal, Mumbai Bench, the Company was taken over by Pan India Tubes Private Limited and at the Board Meeting held on 27th June 2024 has appointed M/s. M.N Rao & Associates, Chartered Accountants, Hyderabad (FRN 005386S) as Statutory Auditors till the conclusion of the Annual General Meeting of the Company to be held in the year 2024.

The Company has received the Consent from M/s. M.N Rao & Associates, Chartered Accountants, Hyderabad (FRN 005386S) and The Board recommends the for Appointment of M/s. M.N Rao & Associates, Chartered Accountants, Hyderabad (FRN 005386S), as Statutory Auditors for the further period of Five Years at the ensuring Annual General Meeting from 2024-25 to 2028-29.

• DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT:

During the year under review, there were no frauds reported by the Auditors as provided under Section 143(12) of the Act.

• EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY AUDITOR:

During the year under review no observations were raised by the Statutory Auditor of the Company for which Boards explanation is required.

• DIRECTORS RESPONSIBILITY STATEMENT:

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

• In the preparation of the accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed and that there are no material departures;

• The Directors had selected such accounting policies and have applied them consistently and made judgments and estimated 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 of the Company for the period;

• The Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The Directors had prepared the annual accounts on a going concern basis; and

• 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.

• PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section134 of the Act, read with Rule 8(3) of Companies (Accounts) Rules, 2014.

(A) Conservation of energy-

	(Amount in INR)
The steps taken or impact on conservation of energy	The Company shall take initiatives for ecological sustainability which contribute to conservation of energy.
The steps taken by the company for utilizing alternate sources of energy;	The Company shall take necessary steps to utilize alternate sources of energy.
The capital investment on energy conservation equipments;	Nil

(B) Technology absorption-

	(Amount in INR)
The efforts made towards technology absorption;	Your Company shall focus on emerging technology.
The benefits derived like product improvement, cost reduction, product development or import substitution	Efforts shall be made to derive benefits.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;	No technology was imported during the year under review.
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
The expenditure incurred on Research and Development	Nil

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned and the Foreign Exchange outgo during the year is provided as under:

		(Amount in INR)
Particulars	2023-24	2022-23
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

• RISK MANAGEMENT:

Your Company has a Risk Management Framework in place to identify the risks associated with the Business of the Company. The Board periodically reviews the risks/concerns associated with the project being developed by the Company and devises measures to resolve/mitigate such concerns/risks.

However, Company has not come across any element of risk which may threaten the existence of the Company.

• VIGIL MECHANISM:

The Company adopted Whistle Blower Policy for all its directors, officers, employees, agents, representative, and other associates persons of the Company (which may include consultants, advisors and temporary employees) (hereinafter referred to as "Covered persons") to report concerns about unethical behavior, actual or suspected fraud, or violation of Companys Policies, or Code of Conduct and Ethics.

During the financial year under review, no whistle blower complaints were received by the Company.

• DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, there were no significant material orders passed by the regulators, courts and Tribunals impacting the going concern status and Companys operations in future.

• Company after liquidation.

In the year 2016, Bank of India and Andhra Bank had sent demand notice for initiating recovery proceedings under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. In 2017, Bank of India, as a financial creditor, under section 7 of Insolvency and Bankruptcy Code, 2016 filed an application for initiating Corporate Insolvency Resolution Process ("CIRP") against the company before the Honble National Company Law Tribunal, Mumbai Bench ("NCLT"). The application was admitted by Honble NCLT vide its order dated 21st April 2017 and CA Amit Gupta was appointed as Resolution Professional ("RP"). Pursuant to the commencement of CIRP, the affairs of the management of the Company vested with the RP of the Company.

Further that, Honble NCLT vide order dated 25th June 2018, pronounced liquidation order and appointed CA Amit Gupta as the liquidator of the company. That Liquidator pursuant to Regulation 32 and 33 of the liquidation regulation published (a) e-auction Notice for sale of the assets of the corporate debtor (E-Auction Notice) and (b) detailed process memorandum for invitation of bids for e-auction from the prospective bidders. The company was sold as a going concern to Pan India Tubes Private Limited by issuing sale certificate to bidder dated 17TH September 2022 upon receipt of the sale consideration.

The purchaser (Pan India Tubes Private Limited) has submitted interlocutory application No. 113/2023 on 04th Jan 2023 before the NCLT petition no IB/596/MB/2017 under section 60(5) of Insolvency and bankruptcy code 2016 read with rule 11 of the NCLT rules, 2016 seeking reliefs & concession crucial for taking over of Hindustan Dorr Oliver Limited as a going concern and achieve maximization of corporate debtor.

The NCLT has approved and accepted the relief application submitted on 04th Jan 2023 wide order No IA 113/2023 IA 364/2023 in CP(IB)596(MB)2017 dated 10th October 2023. Without prejudice to the generality of the foregoing, all the Litigations and Investigations against the Corporate Debtor pertaining to the period prior to the Transfer Date shall cease and deemed to be withdrawn on and from the Transfer Date and claims thereunder shall stand permanently extinguished. Subsequent to order company has reconstituted board of directors of the company and carried. These financials of the company for the year ended are March 31, 2024 are approved and authorized by the board of director of the company.

As per para 11 of the above order, the following share capital, reserves and liabilities have written back and same has been credited to capital reserve account as follows:-

Particulars	Amount (In Millions)
Share Capital	144.01
Securities Premium	222.34
Advance from Holding Company	150.00
Interest	250.74
Liabilities Towards Invocation of CG	10,109.23
Liability towards borrowings and interest thereon	15,473.82
Liability Towards Invocation of BG	2,249.51
Trade Payables	1,471.70
Other Liabilities	441.80
Total Transferred to Capital Reserve	30,513.15

• DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. Awareness programs were conducted at various locations of the Company during the financial year under review. The Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaint under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints pending as on 31st March 2024.

S. No Particulars	Remarks
1 No of Sexual harassment complaints received in the Calendar year 2024	Nil
2 No of complaints disposed off during Calendar year 2024	Nil
3 No of cases pending for more than 90 days	Nil
4 No. of awareness programs or workshops against sexual harassment conducted during the year.	Nil
5 No. of actions taken by the employer or district officer with respect to the cases.	Nil

• INTERNAL FINANCIAL CONTROLS SYSTEM AND ITS ADEQUACY:

The Company has an adequate Internal Financial Control Mechanism consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Te loans, guarantees or investments made under Section 186 of the Companies Act, 2013 are within the limits prescribed under.

• DEPOSITS:

Your Company has not accepted any deposits from public during the financial year as per Section 73 of the Act and the rules made thereunder and no amount of principal or interest is outstanding at the end of the financial year 2023-24.

26. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Not applicable to the Company for the financial year 2023-24.

27. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• Formal Annual Evaluation pursuant to Section 134(3)(p) of the Act, read with Rule 8 (4) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

• The provisions of Section 135 of the Act, relating to spending of amount as Corporate Social Responsibility is not applicable to the Company.

• The provisions of Section 177 ad 178 of the Act, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 relating to the constitution of Audit Committee and Nomination and Remuneration Committee, are not applicable to the Company.

• Since, the provision of Section 178 is not applicable on the Company, the Company does not require to have a policy on Nomination and Appointment of Directors/ Criteria for appointment of senior management and Remuneration as per the provision of Section 178(3) of the Act.

• The provisions of Section 149 pertaining to the appointment of Independent directors are not applicable to the Company. Accordingly, no statement of declaration is required to be given under Section 134(3) (d) and Rule 8(5) (iiia) of The Companies (Accounts) Rules, 2014.

• The provisions of Section 203 of the Act, pertaining to the appointment of Key Managerial Personnel are not applicable to the Company.

• The provisions of Section 148 of the Act, pertaining to maintenance of Cost records and appointment of Cost Auditor are not applicable to the Company.

• The provisions of Section 204 of the Act, pertaining to appointment of Secretarial Auditor is not applicable to the Company.

• The provision of Section 138 of the Act, pertaining to appointment of Internal Auditor is not applicable to the Company.

28. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The Board also desires to place on record its sincere appreciation for the support and co-operation that the Company received from the customers, strategic partners, bankers, auditors, consultants and all others associated with the Company.

Description of state of companies affair

PERFORMANCE & STATE OF THE COMPANY AFFAIR:

During the financial year under review, the company has Rs. 346.26 million revenue from operations for the Current and Rs. 122.31 million for the previous Year and the Company has a Net profit during the current year for Rs. 8.86 million as compared to a Profit of Rs.8.92 million in the previous year. The Board is confident enough to generating more income in the future years.

Details regarding energy conservation

(A) Conservation of energy- (Amount in INR) The steps taken or impact on conservation of energy The Company shall take initiatives for ecological sustainability which contribute to conservation of energy. The steps taken by the company for utilizing alternate sources of energy; The Company shall take necessary steps to utilize alternate sources of energy. The capital investment on energy conservation equipments; Nil

Details regarding technology absorption

B) Technology absorption- (Amount in INR) The efforts made towards technology absorption; Your Company shall focus on emerging technology. The benefits derived like product improvement, cost reduction, product development or import substitution Efforts shall be made to derive benefits. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof No technology was imported during the year under review. The expenditure incurred on Research and Development Nil

Details regarding foreign exchange earnings and outgo

(C) Foreign exchange earnings and Outgo- The Foreign Exchange earned and the Foreign Exchange outgo during the year is provided as under: (Amount in INR) Particulars 2023-24 2022-23 Foreign Exchange Earnings Nil Nil Foreign Exchange Outgo Nil Nil

Disclosures in directors responsibility statement

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

• In the preparation of the accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed and that there are no material departures;

• The Directors had selected such accounting policies and have applied them consistently and made judgments and estimated 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 of the Company for the period;

• The Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The Directors had prepared the annual accounts on a going concern basis; and

• 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.

Particulars of contracts/arrangements with related parties under section 188(1) [Text Block]

Particulars of Contracts/Arrangements made with Related Parties

(Pursuant to clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 and Rules 8(2) of the Companies(Accounts) Rules, 2014-AOC2)

This form pertains to the disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Sub-Section (1) of section 188 of the Companies Act, 2013 including arms length transactions under third proviso thereto.

Related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business.

Details of contracts or arrangements or transactions not at arms length basis: There were no contracts or arrangements of transactions entered into during the year ended 31st March 2024, which were not at arms length basis.

Details of material contracts or arrangements or transactions at arms length basis: The Details of material contracts or arrangements or transactions at arms length basis for the year ended March 31, 2024, are as follows:

S. No Name of Related Party	Nature of Relationship	Nature of Contract/ Arrangement/transactions	Duration of Contract/Arrangement/transactions	Date of Board approved	Amount Rs. paid as an advance if any
• b Pan India Tubes Private Limited	Holding Company	Cost of service Consumed	As per the work order	NA	Nil
• c Pan India Tubes Private Limited	Holding Company	Commission Income	As per the work order	NA	Nil