Market
BSE Prices delayed by 5 minutes... << Prices as on Feb 03, 2026 - 3:59PM >>  ABB India  5669.7 [ 3.83% ] ACC  1670.1 [ 2.09% ] Ambuja Cements  528.25 [ 3.45% ] Asian Paints  2426.2 [ 1.04% ] Axis Bank  1355.55 [ 2.86% ] Bajaj Auto  9595.5 [ 1.07% ] Bank of Baroda  285.35 [ 2.77% ] Bharti Airtel  1997.25 [ 1.61% ] Bharat Heavy  267.8 [ 3.78% ] Bharat Petroleum  373.25 [ 1.80% ] Britannia Industries  5875 [ -0.17% ] Cipla  1324 [ 0.93% ] Coal India  430.25 [ 1.68% ] Colgate Palm  2140.3 [ 0.54% ] Dabur India  500.45 [ 0.32% ] DLF  650.2 [ 3.70% ] Dr. Reddy's Labs  1235 [ 4.45% ] GAIL (India)  162.75 [ 1.50% ] Grasim Industries  2815.15 [ 1.44% ] HCL Technologies  1690.25 [ 0.84% ] HDFC Bank  948.4 [ 2.28% ] Hero MotoCorp  5779.3 [ 2.79% ] Hindustan Unilever  2371.6 [ 0.67% ] Hindalco Industries  955.3 [ 2.48% ] ICICI Bank  1389.3 [ 2.74% ] Indian Hotels Co.  681.25 [ 2.57% ] IndusInd Bank  921.95 [ 1.39% ] Infosys  1654.95 [ 1.59% ] ITC  316.7 [ 0.60% ] Jindal Steel  1148.4 [ 2.13% ] Kotak Mahindra Bank  416 [ 1.91% ] L&T  4037.65 [ 2.95% ] Lupin  2187.15 [ 2.75% ] Mahi. & Mahi  3527.9 [ 1.87% ] Maruti Suzuki India  14779.6 [ 2.73% ] MTNL  31.96 [ 2.57% ] Nestle India  1309.15 [ 0.12% ] NIIT  78.15 [ 1.92% ] NMDC  81.62 [ 0.02% ] NTPC  358.55 [ 2.33% ] ONGC  257.1 [ 1.22% ] Punj. NationlBak  123.85 [ 1.47% ] Power Grid Corpo  283.25 [ 4.85% ] Reliance Industries  1437.85 [ 3.43% ] SBI  1064.25 [ 3.48% ] Vedanta  675.6 [ 2.21% ] Shipping Corpn.  221.55 [ 2.40% ] Sun Pharmaceutical  1702.8 [ 4.54% ] Tata Chemicals  727.35 [ 0.17% ] Tata Consumer Produc  1150 [ 2.19% ] Tata Motors Passenge  372 [ 2.51% ] Tata Steel  192.95 [ 2.31% ] Tata Power Co.  365.05 [ 1.76% ] Tata Consultancy  3223.7 [ 1.72% ] Tech Mahindra  1714 [ -0.57% ] UltraTech Cement  12581.05 [ 0.39% ] United Spirits  1366.5 [ 1.53% ] Wipro  242.45 [ 0.10% ] Zee Entertainment En  82.73 [ 1.70% ] 
Hariyana Ship-Breakers Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 62.93 Cr. P/BV 0.42 Book Value (Rs.) 242.91
52 Week High/Low (Rs.) 149/91 FV/ML 10/1 P/E(X) 39.22
Bookclosure 30/09/2020 EPS (Rs.) 2.60 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting the 44th Annual Report along with the Audited
Financial Statements (standalone and consolidated) of Hariyana Ship- Breakers Limited for the
financial year ended March 31, 2025.

1. FINANCIAL RESULTS

Particular

Stand

alone

Consol

idated

For the
financial
year ended
31.03.2025

For the
financial
year ended
31.03.2024

For the
financial year
ended
31.03.2025

For the
financial
year ended
31.03.2024

Revenue from operations

22.45

14,863.19

22.45

14,863.19

Other Income

817.55

1081.96

817.55

934.78

Total Revenue

839.99

15,945.15

839.99

15,797.98

Cost of raw materials consumed

-

8,498.89

-

8,498.89

Purchase of Stock - in - trade

-

6,393.24

-

6,393.24

Changes in inventories of
finished goods, stock - in -
trade, work - in - process

0.23

-175.94

0.23

-175.94

Manufacturing Expenses

35.76

105.92

35.76

105.92

Employee benefits expenses

34.80

231.29

34.80

231.29

Finance costs

278.85

248.42

278.85

248.42

Excise Duty

-

-

-

-

Depreciation and amortization
expenses

111.08

116.53

111.08

116.53

Other expenses

140.95

131.04

82.93

131.05

Total Expenses

601.66

15,549.38

543.65

15,549.40

Share of profit/ (loss) from
associates

-

-

-58.02

147.18

Profit / (Loss) before tax

238.33

395.77

238.33

395.76

Less: Current Tax

87.32

77.74

87.30

77.71

Less: Tax of earlier year

0.45

-

0.49

0.10

Less: Deferred Tax

-9.92

-4.63

-9.92

-4.63

Profit / (Loss) after tax

160.47

322.66

160.46

322.59

Other Comprehensive Income

11.41

-5.90

11.41

-5.90

Total Comprehensive Income
for the year

171.88

316.76

171.87

316.69

Earnings Per Share (Face Value
of Rs. 10/- each)

-Basic

-Diluted

2.60

2.60

5.23

5.23

2.60

2.60

5.23

5.23

2. PERFORMANCE & FINANCIAL HIGHLIGHTS
Standalone

F.Y 24-25 closed with Revenues of Rs. 839.99/- lakhs, PBT Rs. 238.33 /- lakhs and PAT of Rs
160.47 /- lakhs.

Consolidated

F.Y 24-25 closed with Revenues of Rs. 839.99/- lakhs, PBT Rs. 238.33/- lakhs and PAT of Rs.
160.46/- lakhs.

Revenue

Your Company reported Revenue of Rs. 839.99/- lakhs during the year as compared to Rs.
15,945.15/- lakhs of the previous year. Revenue of current year has decreased by 94.73% as
compared to previous year.

Finance Cost

Finance cost has increased from Rs. 248.42/- lakhs in the previous year to Rs. 278.85/-
lakhs.

Depreciation

Depreciation during the year decreased to Rs. 111.08/- lakhs from Rs. 116.53/- lakhs in
previous year.

3. SEGMENTAL REVIEW

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

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

Particulars

Mumbai

Bhavnagar

Industrial
Oxygen &
Trading

Total

Segment Assets

15,975.34

609.16

1.04

16,585.53

Segment Liabilities

1,897.81

17.92

0.05

1,915.78

Revenue from External
Source (Excluding Inter
Segment Revenue)

878.78

22.76

839.99

Segment Results Before
Interest and Taxes

680.70

-163.43

-0.10

517.18

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, 2025 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 Company's 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, 2025.

8. CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2025 , 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 Company's Shares are listed on BSE Limited.

12. DEPOSITORY SERVICES

The Company's Equity Shares have been admitted to the depository mechanism of the
National Securities Depository Limited (NSDL) and also the Central Depository Services
(India) Limited (CDSL). As a result, the investors have an option to hold the shares of the
Company in a dematerialized form in either of the two Depositories. The Company has
been allotted ISIN No 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, 2025 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, 2025 the Board comprises of 6 (six) Directors: -

Sr.

No.

Name of Director

DIN

Designation

1.

Mr. Shantisarup Reniwal

00040355

Chairman & Executive Director

2.

Mr. Rakesh Reniwal

00029332

Managing Director

3.

Mrs. Unnati Reniwal

00041306

Executive Director

4.

Mr. Yogesh Thakkar

00043588

Independent & Non-Executive Director

5.

Mr. Divyush Goenka

00459230

Independent & Non-Executive Director

6.

Mr. Viral Kumar Teli

10746522

Independent & Non-Executive Director

Number of meetings of the Board of Directors:

During the year under review, 11 (Eleven) 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), Director
retires by rotation and being eligible offers herself for re-appointment.

Re-appointment, Appointment & Resignation:

During the year under review, there has been following changes in the composition of
Board of Directors of the Company.

a) Mr. Yogesh Thakkar (DIN: 00043588) was appointed as an Additional Independent
Director by the Board of Directors with effect from April 1, 2024, subject to the approval
of the Gujarat Maritime Board. His appointment was subsequently regularized by the
shareholders through a postal ballot in June 2024.

b) Cessation of Mr. Pradeep Bhatia (DIN: 02903984) & Mr. Tejasbhai Thakker (DIN:
03017277) as an Independent Director of the Company w.e.f. September 30, 2024 due to
completion of tenure.

c) Mr. Divyush Goenka (DIN: 00459230) was appointed as an Additional Independent
Director by the Board of Directors with effect from August 29, 2024, subject to the
approval of the Gujarat Maritime Board. His appointment was subsequently regularized
by the shareholders at the Annual General Meeting held on 30th September 2024.

d) Mr. Viral Kumar Teli (DIN: 10746522) was appointed as an Additional Independent
Director by the Board of Directors with effect from August 29, 2024, subject to the
approval of the Gujarat Maritime Board. His appointment was subsequently regularized
by the shareholders at the Annual General Meeting held on 30th September 2024.

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.

No.

Name of the Person

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

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, 2025, 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, 2025 and of the profit and
loss of the Company for the financial year ended March 31, 2025;

(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.

Stakeholder's 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.

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 DIRECTOR'S 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 Board's balance of
professional experience, background, viewpoints, skills and areas of expertise. In terms of
Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of your
Company had, on recommendation of the NARC, adopted a Nomination Policy, which
inter alia enumerates the Company's policy on appointment of Directors and KMP. The
policy is available on the website of the Company
www.hariyanagroup.com.

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
Company's 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,
2025, 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 company's 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 Company's finished products are mainly re-rollable scrap generated from ship
breaking and the price of the same is linked to the market rate for iron and steel. Any
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 Company's 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
Company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and the timely preparation of
reliable financial information and disclosures.

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

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

inadequacy of such controls.

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 arm's length basis.

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

Further, pursuant to the provisions of the Act and the SEBI 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 arm's length basis" and also which are "material and
at arm's 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 Committee's self-assessment is carried out based on degree of fulfilment of key
responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee
dynamics and quality of relationship of the Committee with the Board and the
Management.

The Independent Director(s) also evaluated the performance of Non-Independent Directors,
the Chairman of the Board and the Board as a whole at the meeting of Independent
Director(s) held on February 13, 2025. 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, 2025 shall be available on the Company's website

www.hariyanagroup.com

26. AUDITORS AND AUDITORS' REPORT
Joint Statutory Auditors:

M/s. LLB & Co, Chartered Accountants, Mumbai (ICAI Firm Registration No. 117758W)
were appointed as Joint Statutory auditors at the 43rd Annual General Meeting held on
September 30, 2024 to hold office for a term of 5 consecutive years i.e. to hold office from
the conclusion of 43rd Annual General Meeting until the conclusion of 48th Annual General
Meeting of the Company.

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 41st Annual General Meeting held on September 30, 2022, for a first term of 5 (five)
consecutive years i.e. to hold office from the conclusion of 41st Annual General Meeting
until the conclusion of 46th 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, 2025:

There are no observations in the Auditors report for the financial year ended March 31, 2025
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, 2025. 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, 2025 has re-appointed
M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company five consecutive financial years i.e. from F.Y. 2025-2026 to
F.Y. 2029-2030.

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
2025-26 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 member's 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,
2025, 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. Viral Kumar Teli
and Mr. Divyush Goenka 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

During the Financial Year, the provisions of the Section 135 of the Companies Act 2013,
were not applicable to the Company.

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 Company's Code of
Conduct in an anonymous manner.

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

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 Company's operations, businesses and the industry as a
whole.

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

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

The details of such familiarization programmes for Independent Directors are put up on the
Company's website and can be accessed at
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 2024-25.

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 Company's 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, 2025.

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
Company's executives, staff and workers at all levels. Our consistent growth was made
possible by their hard work, solidarity, co-operation and support.

On behalf of the Board of Directors
For Hariyana Ship- Breakers Limited

Rakesh Reniwal Unnati Reniwal

Managing Director Director

(DIN: 00029332) ( D IN : 00041306)

Date: May 30, 2025
Place: Mumbai


 
KYC IS ONE TIME EXERCISE WHILE DEALING IN SECURITIES MARKETS - ONCE KYC IS DONE THROUGH A SEBI REGISTERED INTERMEDIARY (BROKER, DP, MUTUAL FUND ETC.), YOU NEED NOT UNDERGO THE SAME PROCESS AGAIN WHEN YOU APPROACH ANOTHER INTERMEDIARY. | PREVENT UNAUTHORISED TRANSACTIONS IN YOUR ACCOUNT --> UPDATE YOUR MOBILE NUMBERS/EMAIL IDS WITH YOUR STOCK BROKER/DEPOSITORY PARTICIPANT. RECEIVE INFORMATION/ALERT OF YOUR TRANSACTIONS DIRECTLY FROM EXCHANGE/NSDL ON YOUR MOBILE/EMAIL AT THE END OF THE DAY .......... ISSUED IN THE INTEREST OF INVESTORS
Disclaimer Clause | Privacy | Terms of Use | Rules and regulations | Feedback| IG Redressal Mechanism | Investor Charter | Client Bank Accounts
Right and Obligation, RDD, Guidance Note in Vernacular Language
Attention Investors : "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
  "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
  "Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participants. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day.Issued in the interest of Investors."
Regd. Office: 76-77, Scindia House, 1st Floor, Janpath, Connaught Place, New Delhi – 110001
NSE CASH , NSE F&O,NSE CDS| BSE CASH ,BSE CDS |DP NSDL | MCX-SX SEBI NO: INZ000155732

Compliance Officer: Mukesh Rustagi, Company Secretary, Tel: 011-46890000, Email: mukesh_rustagi80@hotmail.com
For grievances please e-mail at: kkslig@hotmail.com

Important Links : NSE | BSE | SEBI | NSDL | Speed-e | CDSL | SCORES | NSDL E-voting | CDSL E-voting
 
Charts are powered by TradingView.
Copyrights @ 2014 © KK Securities Limited. All Right Reserved
Designed, developed and content provided by