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Hariyana Ship Breakers Ltd.

BSE: 526931 Sector: Others
NSE: N.A. ISIN Code: INE400G01011
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(-7.32%)
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81.25

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81.25

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 81.25
PREVIOUS CLOSE 84.70
VOLUME 862
52-Week high 102.35
52-Week low 60.00
P/E 4.98
Mkt Cap.(Rs cr) 48
Buy Price 78.50
Buy Qty 25.00
Sell Price 80.00
Sell Qty 200.00
OPEN 81.25
CLOSE 84.70
VOLUME 862
52-Week high 102.35
52-Week low 60.00
P/E 4.98
Mkt Cap.(Rs cr) 48
Buy Price 78.50
Buy Qty 25.00
Sell Price 80.00
Sell Qty 200.00

Hariyana Ship Breakers Ltd. (HARIYANASHIP) - Director Report

Company director report

DIRECTORS’ REPORT

[(Disclosure under Section 134(3) of the Companies Act 2013) {read with Companies(Accounts) Rules 2014}]

Dear Shareholders

Your Directors are presenting the 35th Annual Report of your Company and theAudited Financial Statements for the financial year ended 31st March 2016.

FINANCIAL RESULTS : (Amount in Lakhs)
Particulars For the year ended 31.03.2016 For the year ended 31.03.2015
Total Income 39021.67 26972.72
Total Expenses 38236.23 25537.66
Profit / (Loss) before tax 785.44 1435.06
Less: Tax Expense - 187.50
Less: Deferred Tax 42.68 (166.77)
Profit / (Loss) after tax 742.76 1414.33

HIGHLIGHTS OF THE COMPANY’S PERFORMANCE:

During the year under consideration the Company earned total revenue of Rs. 39021.67Lakhs as against Rs. 26972.72 Lakhs in the preceding financial year and Profit after taxof Rs. 742.76 Lakhs as against Rs. 1414.33 Lacs in the preceding financial year.

The Company has been able to increase its total revenue during the year under review by44.67%. However the Company has failed to increase its profit margin of the year due tovarious factors like fluctuations in the exchange rate of US Dollar vis--vis IndianRupee and steep decrease in prices of iron and steel products and volatile marketconditions. Moreover the decrease in Profit after tax is mainly due to per unit (MTs)prices remaining low during the year as compared to the preceding year. However inspiteof such adverse factors the Company could achieve sustained sales performance and alsocould achieve positive profits during the year. The Management is of the view that in thecoming years the Ship Breaking Industry as well as Iron and Steel sector will be stableand with expected boost in the economy the requirement of iron and steel will increasewhich will help the Company to move towards its sustained path of growth.

DIVIDEND:

To consolidate the future position of the Company and support the fund requirementsyour Board of Directors regret their inability to recommend any dividend for the year.

RESERVES:

The whole profit after tax has been transferred to Profit & Loss surplus. There isno amount that has been proposed to be carried to any other reserves.

LOANS GUARANTEE & INVESTMENTS:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 or under Chapter V of the Act.

RELATED PARTY TRANSACTIONS:

All contract(s)/ arrangement(s)/ transaction(s) entered into by the Company with itsrelated parties during the year under review were

• in "ordinary course of business" of the Company

• on "an arm’s length basis" and

• not "material"

as per the provisions of Section 188(1) of the Act read with Companies (Meetings ofBoard and its Powers) Rules 2014 and Regulation 23 of the SEBI Listing Regulations.

Accordingly Form AOC-2 prescribed under the provisions of Section 134(3)(h) of the Actand Rule 8 of the Companies (Accounts) Rules 2014 for disclosure of details of RelatedParty Transactions which are "not at arm’s length basis" and also whichare "material and at arm’s length basis" is not provided as an annexure ofthe Directors’ Report.

However all Related Party Transactions entered into during the year under review andas on March 31 2016 were approved by the Audit Committee of the Board and Board fromtime to time and the same are disclosed in Note 2.29 of the Financial Statements of theCompany for the year under review as per the applicable provisions of the Act and theSEBI Listing Regulations.

Further pursuant to the provisions of the Act and the SEBI Listing Regulations Boardhas on recommendation of its Audit Committee adopted a Policy on Related PartyTransactions and the said policy is available on the website of the Company i.e.www.hariyanagroup.com.

INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel (KMP)

• Directors:

Pursuant to Section 152 of the Act and the Company’s Articles of Association Mr.Rakesh Reniwal Director retires by rotation and being eligible offers himself forre-appointment at the forthcoming Annual General Meeting.

During the year under review none of the Directors of the Company resigned from theirrespective Directorships in the Company. Further there was no appointment of any Directoron Board of the Company.

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Act and the Listing Regulations.

• Key Managerial Personnel ("KMP"):

The Board of Directors at its meeting held on 13th November 2015 acceptedthe resignation of Ms. Disha Shah Company Secretary placed before the Board.

Further Board of Directors at its meeting held on 12th February 2016appointed Ms. Swati Chauhan as a Company Secretary of the Company.

The aforesaid appointment was based on the recommendation of the Nomination andRemuneration Committee of the Board ("NRC").

Further the list of the present Directors and KMP forms part of this Annual Reportunder the section Corporate Information.

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual evaluation of its own performance performance of the Directors individuallyas well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and individual Directors including the Chairman of the Company.

For evaluating the Board as a whole views were sought from the Directors on variousaspects of the Board’s functioning such as degree of fulfillment of keyresponsibilities Board Structure and composition establishment delineation ofresponsibilities to various committees effectiveness of Board processes information andfunctioning Board culture and dynamics quality of relationship between the Board and themanagement.

Similarly views from the Directors were also sought on performance of individualDirectors covering various aspects such as attendance and contribution at theBoard/Committee Meetings and guidance/support to the management outside Board/CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members and promoting effective relationships and open communication communicatingeffectively with all stakeholders and motivating and providing guidance to the ExecutiveDirector.

Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilities adequacy of Committee composition effectiveness of meetingsCommittee dynamics and quality of relationship of the Committee with the Board and theManagement.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Board asa whole. The Nomination & Remuneration Committee also reviewed the performance of theBoard its Committees and of individual Directors.

The Chairman of the Board provided feedback to the Directors as appropriate.Significant highlights learning with respect to the evaluation were discussed at theBoard Meeting.

BOARD MEETINGS:

During the year 16 (Sixteen) Board Meetings and 7 (Seven) Audit Committee Meetings wereheld. The details of the composition of the Board and its Committees and of the Meetingsheld and attendance of the Directors at such Meetings are provided in the CorporateGovernance Report.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section92 of the Companies Act 2013 an extract of the annual return in prescribed form MGT– 9 is appended as Annexure- 1 to the Board’s Report.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors’ Reportand a Certificate from the Company Auditors is included in the Annual Report. Annexure– 2 is attached herewith.

AUDITORS:

STATUTORY AUDITORS:

M/s. P. D. Goplani & Associates Chartered Accountants Mumbai having ICAI FirmRegistration No. 128274W being eligible offer themselves for re-appointment. Ifre-appointed it will be within the prescribed limits specified in Section 139 of theCompanies Act 2013. Members are requested to reappoint the auditors and to fix theirremuneration.

The Statutory Auditors in the Statutory Auditors’ Report dated May 19 2016 havecommented that provision for gratuity and long term employee benefits as per AS-15 has notbeen made. In these regards the Company would like to clarify that since none of theemployees of the Company were in continuous service of more than five years andaccordingly making provision of Gratuity does not arise. However if payment on account ofgratuity arises due to happening of any incidents as provided under the applicableprovisions of the law the same will be accounted as and when incurred and the paymentunder the Pension Act is not applicable to the Company.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. DilipBharadiya & Associates Company Secretaries to undertake the Secretarial Audit of theCompany. The Secretarial Audit report for the year 2015-16 forms part of the DirectorsReport as the Annexure- 3.

BRANCH AUDITORS:

M/s. Lahoti Navneet & Co. Chartered Accountants Mumbai having ICAI FirmRegistration No. 116870W were appointed as Branch Auditors of the Head office of theCompany to hold office till the conclusion of the ensuing Annual General Meeting of theCompany.

M/s. Gowthama & Co. Chartered Accountants Bangalore having ICAI Firm RegistrationNo. 005917S were appointed as Branch Auditors of the Bangalore division of the Company tohold office till the conclusion of the ensuing Annual General Meeting of the Company.

The Branch Auditors in their Branch Auditors’ Report dated April 27 2016 havecommented that provision for gratuity and long term employee benefits as per AS-15 has notbeen made. In these regards the Company would like to clarify that since none of theemployees of the Company were in continuous service of more than five years andaccordingly making provision of Gratuity does not arise. However if payment on account ofgratuity arises due to happening of any incidents as provided under the applicableprovisions of the law the same will be accounted as and when incurred and the paymentunder the Pension Act is not applicable to the Company.

The Auditors’ Report the Secretarial Audit Report and the Branch Audit Report forthe financial year ended 31st March 2016 do not contain any qualification reservationadverse remark or disclaimer other than mentioned above.

MATERIAL CHANGES AND COMMITMENTS:

No material changes have took place affecting the financial position of the Companyfrom the date of closure of financial year till the date of signing of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) the Directors further state that they have laid down internal financial controlsto be followed by the Company and that such internal financial controls are adequate andwere operating effectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as required under Section 134(3)(m) of The Companies Act 2013 readwith Rule 8(3) of The Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings and outgo is given below:

A. Conservation of energy:

(i) the steps taken or impact on conservation of energy;

The Company recognized the importance of energy conservation in decreasing thedeleterious effects of global warming and climate change. The company has implementedvarious initiatives for the conservation of energy and all efforts are made to minimizeenergy costs. Company is engaged in Ship Breaking manufacturing of Sponge Iron and Steeltrading in metal scrap coals graphite electrodes & other industrial inouts. Nosignificant power consumption is required in ship breaking industry as major portion inproduction process consist of non mechanical processes. However industrial gases are usedin ship dismantling activities and the company has taken various measures to control theconsumption of fuel and energy. Moreover in its Steel & Power Unit the Company hastaken various measures to control the consumption of fuel and energy.

(ii) the steps taken by the Company for utilising alternate sources of energy;

Company is engaged in Ship Breaking and trading in metal scrap coals graphiteelectrodes & other industrial inouts. No significant power consumption is required inship breaking industry as major portion in production process consist of non mechanicalprocesses. However industrial gases are used in ship dismantling activities. The Companyhas taken various measures to control the consumption of fuel and energy.

(iii) the capital investment on energy conservation equipments;

The Company is taking adequate steps to conserve energy though no such capitalinvestment has been made.

B. Technology absorption:

The Company’s operations do not require significant absorption of technology.

C. Foreign exchange earnings and Outgo:

Particulars Current Year Previous Year
In Rs. In USD In Rs. In USD
Foreign Exchange Earnings NIL NIL NIL NIL
Foreign Exchange Outgo 3037389089 45805682.78 2068825015 33265360

CORPORATE RESPONSIBILITY STATEMENT (CSR):

In terms of section 135 and Schedule VII of the Act the Board of Directors hasconstituted a CSR Committee under the Chairmanship of Mr. Rakesh Reniwal. Mr. PradeepBhatia and Mr. Tejas Thakkar are the other members of the Committee.

The CSR Committee of the Board has framed a CSR Policy and uploaded it on the websiteof the Company http//www.hariyangroup.com. During the year based on these rules theamount to be spent on CSR activities was Rs. 35.04 lakhs whereas the Company has not spentany amount towards Corporate Social Responsibility. Management and CSR Committee are inthe process of finding better avenues for CSR Expenditure to be incurred in the nearfuture.

AUDIT COMMITTEE:

The details pertaining to Audit Committee and its composition are included in theCorporate Governance Report which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section178(1) of the Companies Act 2013 and has defined the policy on Director’sappointment and payment of remuneration including criteria for determining qualificationspositive attributes and independence of a Director. The Committee shall function inaccordance with the terms and reference of the policy. Policy of the Company is enclosedherewith as Annexure- 4.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company’s Code ofConduct or ethics policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee. It is affirmed that no personnel of the Companyhas been denied access to the Audit Committee. The policy of vigil mechanism is availableon the Company’s website.

STAKEHOLDER’S RELATIONSHIP COMMITTEE:

The details pertaining to composition of the Committee is included in the CorporateGovernance Report which forms part of this report. The role of the Committee is explainedin detail in the Corporate Governance Report enclosed herewith.

PERFORMANCE OF EMPLOYEES:

A) The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. Details of the ratio of the remuneration of each director to the medianemployee’s remuneration and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

The Company has not paid any remuneration to the Directors of the Company and hence theinformation is not furnished.

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:

No remuneration is paid to any Director of the Company. Further appointment ofCompany Secretary was done at the Board Meeting held on 12th February 2016which is for part year and hence the information pertaining to percentage increase inremuneration cannot be provided.

c. The percentage increase in the median remuneration of employees in the financialyear:

The Company has not paid any remuneration to the Directors of the Company and hence theinformation cannot be furnished.

d. The number of permanent employees on the rolls of Company: 08 (Eight)

e. The explanation on the relationship between average increase in remuneration andCompany performance:

There is no increase in the remuneration of Employees. Hence information cannot befurnished.

f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Appointment of key managerial personnel was done on 12th February 2016.Since this information is for part of the year the same is not comparable.

g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2016 March 31 2015 % Change
Market Capitalisation 284900015 239883346 18.77
Price Earnings Ratio 3.84 1.70 125.70

h. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:

During the financial year under review the Company has not come out with any publicoffer.

i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

There is no increase in salaries of employees other than the managerial personnel inthe last financial year. Further no remuneration is paid to managerial personnel socomparison cannot be made.

j. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Appointment of key managerial personnel was done on 12th February 2016.Since this information is for part of the year the same is not comparable.

l. The key parameters for any variable component of remuneration availed by thedirectors: No remuneration is paid to any Director of the Company.

m. The ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year:

Not applicable

n. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration paid to Key Managerial Personnel is as per the remuneration policy of theCompany.

B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

The Company has no such employee drawing remuneration more than mentioned under Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review is setout in a separate section forming part of this Report.

COST AUDIT:

As per Section 148 of the Act the Company is required to have the audit of its costrecords conducted by a Cost Accountant in practice. The Board of Directors of the Companyhas approved the appointment of Mr. Sonu Sobhraj Kewlani Partnership firm M/s Kewlani& Associates having Registration No.101593 as the cost auditors of the Company toconduct cost audits pertaining to relevant products prescribed under the Companies (CostRecords and Audit) Rules 2014 as amended from time to time for the year ending March 312017 at a remuneration of Rs.38500/- p.a. and have vast experience in the field of costaudit and have conducted the audit of the cost records of the Company for the past severalyears under the provisions of the erstwhile Companies Act 1956.

RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee in accordance with theprovisions of the Act and Regulation 17 (9) of the Listing Regulations. The policy frameimplement and monitor the risk management plan for the Company. The Committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Policy to manage risk is also placed on the website of the Company. During the year riskanalysis and assessment was conducted and the details of the same are covered in theManagement Discussion and Analysis Report of the Company.

FAMILIARIZATION PROGRAMME:

Pursuant to Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 the Company has formulated a programme for familiarizing theIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. through various initiatives. Details of the Familiarization Programme of theIndependent Directors are available on the website of the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace in line with the provisions of the Sexual Harassment of Womenat Workplace Prevention Prohibition and Redressal) Act 2013 and the Rules thereunderwhich is available on the website of the Company. The Policy aims to provide protection toemployees at the work place and prevent and redress complaints of sexual harassment andfor matters connected or incidental thereto with the objective of providing a safeworking environment where employees feel secure.

The Company has not received any complaint of sexual harassment during the financialyear 2015-2016.

DETAILS OF VARIOUS PLANTS:

Ship Breaking and Iron & Steel

During the financial year 2015-16 ship breaking unit at Alang Ship Breaking Yard hasnot been able to perform well during the year under review due to various factors likefluctuations in the exchange rate of US Dollar vis--vis Indian Rupee and steep decreasein prices of Iron and steel products and volatile market conditions. The management is ofthe view that in the coming years the ship breaking industry will be stable and withexpected boost in the economy the requirement of iron and steel will increase which willhelp the company to move towards its sustained path of growth.

Trading Unit Bhavnagar has tremendously outperformed during the year as compared topreceding financial year the sales turnover of Trading Unit has been increased by 3 timesthan preceding financial year. However trading unit has failed to maintain profit marginin line with the preceding financial year due to volatile market conditions and heavyforeign exchange fluctuations; however it is hoped that the trading unit will show anincrease in terms of sales as well as profits in the coming years.

Trading & Investment Unit Mumbai (HO) has not been able to perform well duringthe year in terms of total revenue as well as net profits margins. There were no tradingactivities carried out by the management during the year under review due to adversemarket conditions of iron and steel industries and heavy foreign exchange fluctuations;however it is hoped that the Trading Unit Mumbai will continue its trading activities incoming years and show an increase in terms of sales as well as profits in the comingyears.

Steel and Power unit has been shut down during the preceding financial year due toissues of uninterrupted availability of raw materials local mining issues rupeevolatility and other similar factors at Hassan Karnataka.

With the changed circumstances the company is hopeful that in the coming period thecompany will continue its ship breaking activities as well as trading activities and takethose activities to the level of extended growth and will contribute more to the overallgrowth of the business of the company. The trading in Ferrous and Non Ferrous MetalsScrap Coal etc. activities of the company are contributing considerably to theprofitability of the company. Moreover the investment division of the company is alsodoing well. Your directors see a very positive and bright future prospects ahead for thecompany looking to the prevailing upward trend in the Iron and Steel sector in India andinternationally.

Industrial Gases:

The company is into a partnership in M/s. Hariyana Air Products (with 60% share.) forthe manufacture and supply of Industrial Oxygen Gas. During the year the oxygen plant atBhavnagar Gujarat has not been able to perform well and the company has earned loss fromthe said partnership firm of Rs. 35.19 Lakhs as against loss of Rs. 27.00 Lakhs in thepreceding financial year. The reason for the loss is volatile market conditions and acompetitive market with liquid oxygen suppliers. However with proximity to Alang ShipBreaking Yard and huge captive consumption requirements of group companies the companyexpects good long term benefits from the said partnership venture.

Real Estate & Construction:

The Company is also taking interest into real estate business. For which has been intoPartnership in the name of "White Field Projects" (with 40% share) forconstruction & selling of residential apartments. The construction work of the Projectis fully completed and all of the flats have been sold. The company’s share of lossfrom the firm during the year under report is Rs. 0.69 Lakhs.

The Company has also been into Partnership and formed a Partnership Firm "GoyalHariyana Construction" formally known as "Orchid Woods Projects" (with 50%share) for construction & selling of residential apartments. Presently the firm hastwo projects at Bangalore Karnataka. The firm has acquired land at Kothanur VillageKrishnarajapuraHobli Banglore East Taluk and at Chokkanahalli Village YelahankaHobliBanglore East Taluk with the an object of constructing 1 2 & 3 BHK Apartments. TillMarch 31 2016 90% of construction work has been completed of the project at KothanurVillage KrishnarajapuraHobli Banglore East Taluk. The company has started theconstruction at Chokkanahalli Village YelahankaHobli Banglore North Taluk on February2014 and expected to complete the project by December 2016. The company’s share ofprofit from the firm is Rs. 915.96 Lakhs for the year ended on March 31 2016.

The Company has also been into partnership (with 33.33% share) M/s. "SwastikDevelopers" for construction of building. The firm has acquired 66 Acres of land inGoa. The project is expected to commence soon.

The company has also been into partnership in M/s. "White Mountain" (with 25%share). Presently the firm is having one project at Thindlu Indrasanahalli &Singrahalli Village KundanaHobli Devanahalli Taluk. The firm has acquired 44 acres and20 Guntas of land with the object of developing 386 plots of various sizes. Likely date ofcompletion of the project is December 2016. The company’s share of profit from thefirm is Rs. 183.46 Lakhs for the year ended on March 31 2016.

The company has also been into partnership in M/s. "Orchid LakeviewDevelopers" (with 33.33% share). The firm is having the project at Bellandur VillageVarthurHobli Bangalore East Taluk with an object of construction 2 & 3 BHKapartments consisting 336 flats. Likely date of completion of the project is June 2017.The company’s share of loss from the firm is Rs. 0.01 Lakhs for the year ended onMarch 31 2016.

The company has also entered into partnership and formed a partnership firm "GoyalHariyana Realty" (with 50% share). The firm is having two projects at BangaloreKarnataka viz. Alanoville and Orchid Greens with the object of construction of Villas andresidential apartments. Project Alanoville project for development of Residential Villaon the land of "M/S Value and assets holdings Private limited Bangalore" by aJoint Venture agreement further the firm has started the construction on October 2015and expected to complete the project by December 2018. Project Orchid Greens project forin development of Residential Apartment on the land of "M/S Value and assets holdingsPrivate limited Bangalore" by a Joint Venture agreement the firm has startedconstruction in February 2016 and expected to complete the projects by December 2018.

The company has also entered into partnership and formed a partnership firm "ShreeBalaji Associates" (with 5% share). The firm is engaged in the business of trading iniron & steel coal and real estate. The company’s share of profit from the firmis Rs. 8.31 Lakhs for the year ended on March 31 2016.

The company has also entered into partnership and formed a partnership firm"Hariyana Developers" (with 51% share) for redevelopment of old buildingsconstruction of new buildings and real estate activites. The firm is entitled todevelopment right in respect of 8 properties admeasuring 6492.62 Sq. Mtrs. of land andstructures at Pant Nagar Ghatkoper (East) Mumbai. The project is expected to commencesoon.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extendedby all the Employees Bankers Financial Institutions various State and CentralGovernment authorities and Stakeholders.

For and on behalf of the Board of Directors

Hariyana Ship- Breakers Limited

Sd/- Sd/-
Shantisarup Reniwal Rakesh Reniwal
Managing Director Director
(DIN 00040355) (DIN 00029332)
Date: August 25 2016
Place: Mumbai