inducto steel ltd Directors report

Dear Members,

Your Directors have pleasure in presenting the 35th Annual Report along with the Audited Financial Statements (Consolidated and Standalone) for the year ended March 31, 2023.

1. FINANCIAL RESULTS

Your Companys financial performance for the financial year ended 31st March 2023, is summarised below:

(Rs. In Lakhs)

	Standalone		Consolidated
Particular	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	9,001.35	5,745.60	9,001.35	5,745.60
Other Income	56.37	22.85	56.37	22.85
Total Revenue	9,057.72	5,768.45	9,057.72	5,768.45
Cost of raw materials consumed	2,969.21	3,624.69	2,969.21	3,624.69
Purchase of Stock - in - trade	5,352.93	1,694.92	5,352.93	1,694.92
Changes in inventories of finished goods, stock - in - trade, work - in - process	268.88	(280.28)	268.88	(280.28)
Manufacturing expenses	82.76	93.24	82.76	93.24
Employee benefits expenses	81.83	121.85	81.83	121.85
Finance costs	87.45	30.85	87.45	30.85
Depreciation and amortization expenses	27.79	20.24	27.79	20.24
Other expenses	86.91	206.50	86.14	203.49
Total Expenses	8,956.76	5,512.01	8,956.99	5,509.00
Share of profit/ (loss) from associates	-		(0.05)	(3.02)
Profit / (Loss) before tax	100.96	256.44	100.69	256.44
Less: Current Tax	26.51	33.21	26.44	33.21
Less: Deferred Tax	16.59	(2.67)	16.59	(2.67)
Profit / (Loss) after tax	57.86	225.90	57.66	225.91
Other Comprehensive Income	0.44	0.79	0.44	0.78
Total Comprehensive Income for the year	58.30	226.69	58.10	226.69
Earnings Per Share (Face Value of Rs. 10/- each)
-Basic	1.44	5.62	1.44	5.62
-Diluted	1.44	5.62	1.44	5.62

PERFORMANCE AND FINANCIAL HIGHLIGHTS Turnover

Gross Turnover including other incomes for the financial year 2022-23 stood at Rs.9,057.72 Lakhs in comparison to Rs.5768.45 Lakhs for the financial year 2021-22.

Revenue

The Company reported Revenue of Rs.9,001.35 Lakhs for the financial year 2022-23 in comparison to Rs.5745.60 Lakhs for the financial year 2021-22.

Finance Cost

Finance cost stood at Rs.87.45 Lakhs for the financial year 2022-23 in comparison to Rs.30.85 Lakhs for the financial year 2021-22.

Depreciation

Depreciation stood at Rs.27.79 Lakhs for the financial year 2022-23 in comparison to Rs.20.24 Lakhs for the financial year 2021-22.

Segmental Review

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

Segment-wise Standalone Ind AS Financial Results

(Rs. In Lakhs)

Particulars	Mumbai	Bhavnagar	Total
Segment Assets	4,205.51	1,736.59	5,942.10
Segment Liabilities	1,591.30	46.03	1,637.34
Revenue from External Source (excluding Inter Segment Revenue)	1,435.32	7,635.45	9,057.72
Segment Results Before Interest and Taxes	(2.61)	190.75	188.13

2. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, Listing Regulations, the Audited Consolidated Financial Statements for the financial year ended March 31, 2023 forms integral part of this Annual Report.

3. MANAGEMENT DISCUSSION AND ANALYSIS

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

4. LISTING ON STOCK EXCHANGE:

The Companys shares are listed on BSE Limited.

5. 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. INE146H01018. Shareholders are, therefore requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

6. TRANSFER TO RESERVES:

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

7. DIVIDEND

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

9. MATERIAL CHANGES AND COMMITMENTS

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

10. CAPITAL STRUCTURE

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

As on March 31, 2023, the total paid up equity share capital of the Company was Rs. 4,01,72,540/- (Rupees Four Crore One Lakh Seventy-Two Thousand Five Hundred and Forty only) consisting of 40,17,254 (Forty Lakhs Seventeen Thousand Two Hundred and Fifty Four) equity shares of face value Rs. 10/- each, fully paid up.

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a. BOARD OF DIRECTORS

During the year under review, there has been no change in the composition of Board of Directors of the Company. As on March 31, 2023 the Board comprises of 4 (four) Directors: -

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

b. KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Bhoomi Vijay Rathod (Membership No. A62304) Company Secretary and Compliance Officer of the Company resigned on September 30, 2022. Further, Ms. Fulvanti Jain (Membership No. A68906) an Associate Member of Institute of Company Secretaries of India was appointed as Company Secretary and Compliance Officer of the Company with effect from March 23, 2023.

As on March 31, 2023, following are the Key Managerial Personnel (KMP) of your Company in accordance with the provision of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with SEBI (LODR) Regulations, 2015: -

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

c. RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

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

d. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR

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

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

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

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 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.

13. COMMITTEES OF THE BOARD

As on 31st March, 2023, the Board has 4 committee i.e. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.

a. Audit Committee:

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

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

b. Nomination and Remuneration Committee (NRC):

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

c. Stakeholders Relationship Committee (SRC):

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

d. Corporate Social Responsibility Committee (CSR):

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

14. COMPANY POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a term of reference which, interalia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the Company. The NRC recommends appointment/Re-appointment of Director based on their qualifications, expertise, positive attributes and independence/ professional expertise in accordance with prescribed provisions of the Companies Act, 2013 and rules framed thereunder and Listing Regulations. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on 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 NRC, 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.

15. PERFORMANCE EVALUATION OF THE BOARD

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

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

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

OUTCOME OF THE EVALUATION

Board of Directors:

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

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

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

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

Committees of the Board:

The 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 was discussed at the respective meetings of Board, Committees of Board and meetings of Independent Director.

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

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

16. PARTICULARS OF EMPLOYEES

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

17. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

18. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Internal financial control systems of the Company are commensurate with its size and nature of its operations. These have been designed to provide reasonable assurance with regard to the orderly and efficient conduct of its business including adherence to the 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.

19. AUDITORS AND AUDITORS REPORT JOINT STATUTORY AUDITORS

M/s. L S M & Co, Chartered Accountants, Mumbai (ICAI Firm Registration No. 116870W) were re-appointed as Joint Statutory auditors at the 34th 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 34th Annual General Meeting until the conclusion of 37th Annual General Meeting of the Company to be held in the financial year 2025.

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

SECRETARIAL AUDITORS

The Board had appointed M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the FY 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure C to this Report.

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

Further, pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Company at its meeting held on May 30, 2023 has re-appointed M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries (Certificate of Practice No. 7956), to undertake the Secretarial Audit of the Company for the financial year 2023-24.

INTERNAL AUDITORS

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

20. DETAILS OF SUBSIDIARY/ TOINT VENTURES/ ASSOCIATE COMPANIES

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

21. DEPOSITS

The Company has not accepted any deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 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.

22. PARTICULARS OF LOANS, GUARANTEE & INVESTMENTS

The disclosure of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 as on March 31, 2023, if any, forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

23. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

As per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations, all contracts/arrangements/transactions entered by the Company with Related Parties were in ordinary course of business and at 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 Listing Regulations, the Board has, on recommendation of its Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company i.e. www.hariyanagroup.com.

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

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

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

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

25. RISK MANAGEMENT

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

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

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

26. VIGIL MECHANISM

The Vigil Mechanism/Whistleblower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the

Companies Act, 2013 and Regulation 22 of the Listing Regulations which provides a formal mechanism to the employees, business associates and stakeholders of the Company to, inter- alia, report any instances of financial irregularities, breach of code of conduct, abuse of authority, disclosure of financial/ price sensitive information, unethical / unfair actions concerning Company vendors/ suppliers, malafide manipulation of company data/records, actual or suspected fraud or discrimination to the Companys Code of Conduct in an anonymous manner.

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

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

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

28. COMPLIANCE WITH SECRETARIAL STANDARDS

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

29. ANNUAL RETURN

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

30. CORPORATE GOVERNANCE REPORT

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

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

The Company has not received any complaint of sexual harassment during the financial year 2022-23.

32. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted Sustainability and Corporate Social Responsibility Committee (CSR Committee) which comprises of Mr. Yogesh Thakkar, Chairman, Mr. Bhushanlal Behl and Mrs. Sweety Reniwal 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 under review 2022-23.

33. MAINTENANCE OF COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has prepared and maintained cost records.

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

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

35. FAMILIARIZATION PROGRAMME

The Company conducts Familiarization Programme for the Independent Directors to enable them to be familiarized with the Company, its management and its operations to gain a clear understanding of their roles, rights and responsibilities for enabling their contribution to the Company. They are provided a platform to interact with multiple levels of management and are provided with all the documents required and/or sought by them to have a good understanding of 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 https: / /www.hariyanagroup.com/investor- relations-inducto.html.

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

There were no such funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the financial year ended March 31, 2023.

37. OTHER DISCLOSURES

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

• There is no plan to revise the Financial Statements or 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.

38. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

RAJEEV RENIWAL	SWEETY RENIWAL
MANAGING DIRECTOR	DIRECTOR
(DIN: 00034264)	(DIN: 00041853)
Date: May 30, 2023
Place: Mumbai