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Inducto Steel Ltd.

BSE: 532001 Sector: Others
NSE: N.A. ISIN Code: INE146H01018
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NSE 05:30 | 01 Jan Inducto Steel Ltd
OPEN 37.15
PREVIOUS CLOSE 40.90
VOLUME 702
52-Week high 43.90
52-Week low 17.30
P/E 7.28
Mkt Cap.(Rs cr) 16
Buy Price 37.60
Buy Qty 12.00
Sell Price 40.90
Sell Qty 98.00
OPEN 37.15
CLOSE 40.90
VOLUME 702
52-Week high 43.90
52-Week low 17.30
P/E 7.28
Mkt Cap.(Rs cr) 16
Buy Price 37.60
Buy Qty 12.00
Sell Price 40.90
Sell Qty 98.00

Inducto Steel Ltd. (INDUCTOSTEEL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 33rd Annual Report alongwith the Audited Financial Statements of Inducto Steel Limited for the year ended March31 2021.

1. FINANCIAL RESULTS

(In Lakhs)

Standalone

Consolidated

Particular For the financial year ended 31.03.2021 For the financial year ended 31.03.2020 For the financial year ended 31.03.2021 For the financial year ended 31.03.2020
Revenue from operations 293.08 4557.48 293.08 4557.48
Other Income 15.99 181.96 15.99 181.96
Total Revenue 309.07 4739.44 309.07 4739.44
Cost of raw materials consumed 4.97 4347.03 4.97 4347.03
Purchase of Stock in trade 219.11 - 219.11 -
Changes in inventories of finished goods stock in trade work in process - 75.60 - 75.60
Employee benefits expenses 22.39 112.69 22.39 112.69
Finance costs 22.44 7.74 22.44 7.74
Excise Duty - - - -
Depreciation and amortization expenses 24.45 17.50 24.45 17.50
Other expenses 154.10 155.10 81.72 155.10
Total Expenses 447.46 4715.65 375.08 4715.65
Share of profit/ (loss) from associates - - (72.38) -
Profit / (Loss) before tax (138.39) 23.79 (138.39) 23.79
Less: Current Tax - 2.04 - 2.04
Less: Deferred Tax 0.47 4.38 0.47 4.38
Profit / (Loss) after tax (138.86) 17.37 (138.86) 17.37
Other Comprehensive
Income (0.30) 1.62 (0.30) 1.62
Total Comprehensive Income for the year (139.16) 18.99 (139.16) 18.99
Earnings Per Share (Face Value of Rs. 10/- each)
-Basic (3.46) 0.43 (3.46) 0.43
-Diluted (3.46) 0.43 (3.46) 0.43

RESULTS OF OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

Turnover

Gross Turnover including other incomes for the financial year 2020-2021stood at Rs. 309.07 Lakhs in comparison to Rs. 4739.44 Lakhs for the financial year2019-2020.

Revenue

The Company reported Revenue of Rs 293.08 Lakhs for the financial year2020-2021 in comparison to Rs. 4557.48 Lakhs for the financial year 2019-2020.

Operating Profit (EBITDA)

The Operating Profit of the Company including other income and financeincome for the financial year 2020-2021 is Rs. (91.50) Lakhs in comparison to Rs. 49.03Lakhs for the financial year 2019-2020.

Finance Cost

Finance cost stood at Rs. 22.44 Lakhs for the financial year 2020-2021in comparison to Rs. 7.74 Lakhs for the financial year2019-2020.

Depreciation

Depreciation stood at Rs. 24.45 Lakhs for the financial year 2020-2021in comparison to Rs. 17.50 Lakhs for the financial year 2019-2020.

Segmental Review

The company's business segments are identified based on the geographiclocations 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

In Lakhs

Particulars Mumbai Bhavnagar Total
Segment Assets 4016.66 478.02 4494.68
Segment Liabilities 468.76 5.94 474.70
Revenue from -
External Source 293.08 293.08
Segment Results
Before Interest and
Taxes 23.40 (66.97) (43.57)

COVID 19 UPDATE

The outbreak of COVID-19 pandemic has led to an unprecedented healthcrisis and has disrupted economic activities and global trade while weighing on consumersentiments. During the year under review the Government of India had imposed stringentnationwide lockdowns in phases which severely impacted manufacturing activities. Thoughthe Steel sectors were allowed to operate under the Essential Services Maintenance Act1968 they were subject to certain guidelines. Steel demand was affected as key steelconsuming sectors struggled to operate amidst weakening economic activities workingcapital constraints shortage of manpower and logistical issues. The spread of COVID-19across the globe has resulted in decline in economic activity and increase in volatilityin financial markets. In this situation though the challenges continue to unfold thecompany is gearing itself on all fronts to meet the same. The situation continues to beuncertain and the company is evaluating the situation on an ongoing basis. The challengesfor the company would arise from loss of revenue and waning cash flows.. Also thedomestic steel demand improved from the second half with favourable policies increasedgovernment spending and relaxed movement norms.

The risk-intelligent culture embedded across the Company helped indeveloping and adopting a multi-pronged strategy to effectively respond to the evolvingpandemic situation. The health and safety of our employees and the communities in which weoperate continue to be the foremost priority of the Company. To mitigate the risks andchallenges faced by the Company during the pandemic the Company enhanced safety andhygiene norms at offices implemented work from home staggered shift timings for safetyof employees and leveraged digital platforms for its day-to-day operations.

We estimate that future impact of COVID -19 on its operations may moveeither side depending on the normalization of its business and demand of products.

2. TRANSFER TO RESERVES:

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

3. DIVIDEND

The Company suffered a loss for the financial year 2020-21. Thus theBoard of Directors regrets their inability to recommend any dividend for the year endedMarch 31 2021.

4. CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31 2021 there was no change inthe nature of business of the Company.

5. MATERIAL CHANGES AND COMMITMENTS

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

6. MANAGEMENT DISCUSSION AND ANALYSIS

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

7. CAPITAL STRUCTURE

The authorized share capital of the Company is Rs. 55000000/-(Rupees Five Crore Fifty Lakhs only) divided into 5500000 (Fifty Five Lakhs) equityshares face value Rs. 10/- each fully paid up.

As on March 31 2021 the total paid up equity share capital of theCompany was Rs. 40172540/- (Rupees Four Crore One Lakh Seventy Two Thousand FiveHundred and Forty only) consisting of 4017254 (Forty Lakhs Seventeen Thousand TwoHundred 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/shares with differential voting rights/ sweat equity shares/ stock options.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION ANDPROTECTION FUND

There were no such funds which were required to be transferred toInvestor Education and Protection Fund (IEPF).

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a. APPOINTED/RESIGNED DURING THE YEAR

During the year under review there has been no change in thecomposition of Board of Directors of the Company. As on March 31 2021 the Boardcomprises of four Directors:-

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

b. KEY MANAGERIAL PERSONNEL

Mr. Rajeev Shantisarup Reniwal Managing Director Mr. Dilip VimalKaushik Chief Financial Officer and Ms. Bhoomi Vijay Rathod Company Secretary &Compliance Officer are the Key Managerial Personnel of your company in accordance with theprovision 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.

Ms. Rupali Rajkumar Somani (Membership No- A59561) resigned as CompanySecretary and Compliance Officer of the Company with effect from March 19 2021.

Ms. Bhoomi Vijay Rathod (Membership No- A62304) was appointed as theCompany Secretary and Compliance Officer of the Company with effect from May 3 2021.

c. RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 and other applicableprovisions if any of the Act and the Articles of Association of the Company Mrs. SweetyReniwal (DIN: 00041853) Non-Executive Non-Independent Director of the Company is liableto retire by rotation at the ensuing AGM and being eligible have offered herself forre-appointment.

d. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR

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

The Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Companies Act 2013. They have registeredthemselves with the Independent Director s Database maintained by the IICA.

The Board opines that all the Independent Directors on the Boardpossess integrity necessary expertise and experience for performing their functionsdiligently.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 8 (Eight) Board meetings were convened and held. Thedetails of the meetings of the Board and various Committees of your Company are set out inthe Corporate Governance Report which forms part of this Annual Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

11. COMMITTEES OF THE BOARD

As on 31st March 2021 the Board has 4 (four) committee i.e. AuditCommittee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders Relationship Committee.

Audit Committee:

Audit Committee is constituted as per Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 read with Section 177of the Companies Act 2013. Composition of Audit Committee is as per Section 177 (8) ofCompanies Act 2013. All the recommendations made by the Audit Committee were accepted bythe Board of Directors of the Company. Composition Terms of reference and Details ofMeeting of the Committee is explained in detail in the Corporate Governance Part of thisAnnual Report.

Nomination and Remuneration Committee (‘NRC'):

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

Stakeholder's Relationship Committee (‘SRC'):

The Board has constituted a Stakeholders Relationship CommitteeAccording to 178 (5) of the Companies Act 2013 and Regulation 20 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Composition and Terms ofReference of the SRC is explained in detail in the Corporate Governance Part of thisAnnual Report.

Corporate Social Responsibility Committee (‘CSR'):

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

During the year under review Corporate Social Responsibility is notapplicable to the company.

12. COMPANY POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board of Directors in consonance with the recommendation ofNomination and Remuneration Committee (NRC) has adopted a terms of reference whichinteralia deals with the criteria for identification of members of the Board of Directorsand selection/appointment of the Key Managerial Personnel/Senior Management Personnel ofthe Company. The NRC recommends appointment/Re-appointment of Director based on theirqualifications expertise positive attributes and independence/ professional expertise inaccordance with prescribed provisions of the Companies Act 2013 and rules framedthereunder and Listing Regulations. The NRC in addition to ensuring diversity of race andgender also considers the impact the appointee would have on Board s balance ofprofessional experience background viewpoints skills and areas of expertise. In termsof Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations the Board ofyour Company had on recommendation of the NRC adopted a Nomination Policy which interalia enumerates the Company s policy on appointment of Directors and KMP. The policy isavailable on the website of the Company i.e. www.hariyanagroup.com

13. PERFORMANCE EVALUATION OF THE BOARD

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

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

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

OUTCOME OF THE EVALUATION

Board of Directors:

The Board carried out an annual performance evaluation of the BoardCommittees Individual Directors and the Chairman along with assessing the qualityquantity and timeliness of flow of information between the Company Management and theBoard 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 variousparameters like composition of Board process of appointment to the Board commonunderstanding amongst Directors of their role and responsibilities timelines and contentof Board papers strategic directions advice and decision making etc. The Board alsonotes the actions undertaken pursuant to the outcome of previous evaluation exercises.

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

The Chairman of the respective Committees shared the report onevaluation with the respective Committee members. The performance of each Committee wasevaluated by the Board based on report on evaluation received from respective Committees.

The report on performance evaluation of the Individual Directors wasreviewed 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 offulfilment of key responsibilities adequacy of Committee composition effectiveness ofmeetings Committee dynamics and quality of relationship of the Committee with the Boardand the Management.

The Independent Director(s) also evaluated the performance ofNon-Independent Directors the Chairman of the Board and the Board as a whole at themeeting of Independent Director(s) held on February 13 2021. The outcome and feedbackfrom Directors was discussed at the respective meetings of Board Committees of Board andmeetings of Independent Directors.

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

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

14. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as requiredunder 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 theAnnexure B in this Report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

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

I. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

II. the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

III. the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; IV. the directors have prepared the annual accounts on agoing concern basis;

V. the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

VI. the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

16. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Internal financial control systems of the Company are commensurate withits size and nature of its operations. These have been designed to provide reasonableassurance with regard to the orderly and efficient conduct of its business includingadherence to the Company s policies safeguarding of its assets prevention and detectionof frauds and errors accuracy and completeness of the accounting records and the timelypreparation of reliable financial information and disclosures.

Systems and procedures are periodically reviewed and these areroutinely tested by Statutory as well as Internal Auditors and cover all functions andbusiness areas. The Audit Committee reviews adequacy and effectiveness of the Company sinternal control environment and monitors the implementation of audit recommendationsincluding those relating to strengthening of the Company s risk management policies andsystems.

During the year under review no material or serious observation hasbeen received from the Statutory Auditors and the Internal Auditors of the Company on theinefficiency or inadequacy of such controls

17. AUDITORS AND AUDITORS' REPORT

JOINT STATUTORY AUDITORS

M/s. P. D. Goplani & Associates Chartered Accountants Bhavnagarhaving ICAI Firm Registration No. 118023W were appointed as Auditors of the Company atthe Annual General Meeting held on September 30 2017 for a term of 5 (five) consecutiveyears i.e. to hold office from the conclusion of 29th Annual General Meetinguntil the conclusion of 34th Annual General Meeting of the Company to be heldin the financial year 2022 and M/s. Lahoti Navneet & Co Chartered Accountants Mumbai(ICAI Firm Registration No. 116870W) were appointed as Joint Statutory auditors at the 30thAnnual General Meeting held on September 29 2018 for a period of 4 years i.e. to holdoffice from the conclusion of 30th Annual General Meeting until the conclusionof 34th Annual General Meeting of the Company to be held in the financial year2022.

Further both the aforesaid Statutory Auditors have confirmed that theyare not disqualified to act as Auditors and are eligible to hold office as Auditors ofyour Company for financial year 2021-22.

Observations Of Statutory Auditors On Accounts For The Year Ended 31stMarch 2021:

There are no observations in the Auditors report for the financial yearended 31st March 2021 therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

Fraud Reporting:

During the year under review there were no instances of material orserious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules 2014by officers or employees reported by the Statutory Auditors of the Company during thecourse of the audit.

SECRETARIAL AUDITORS

The Board had appointed M/s. Dilip Bharadiya & AssociatesPracticing Company Secretaries to conduct Secretarial Audit for the FY 2020-21. TheSecretarial Audit Report for the financial year ended March 31 2021 is annexed herewithmarked as Annexure C to this Report.

The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer.

Further pursuant to provisions of Section 204 of the Act and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014; the Board ofthe Company at its meeting held on July 9 2021 has re-appointed M/s. Dilip Bharadiya& Associates Practicing Company Secretaries (Certificate of Practice No. 7956) toundertake the Secretarial Audit of the Company for the financial year 2021-22.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Companies Act 2013 theBoard on recommendation of the Audit Committee has appointed Mr. Amol Shah as InternalAuditor of the Company.

18. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

The Company has no subsidiary associate companies or joint venturecompanies within the meaning of Section 2(6) and 2(87) of the Act and thus pursuant tothe provisions of Section 129(3) of the Act the statement containing the salient featuresof financial statements of the Company s subsidiaries/associate companies in Form AOC-1 isnot required to be attached to the financial statements of the Company.

19. DEPOSITS

The Company has not accepted any deposits from the public falling underSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014. Thusas on March 31 2021 there were no deposits which were unpaid or unclaimed and due forrepayment hence there has been no default in repayment of deposits or payment ofinterest thereon.

20. PARTICULARS OF LOANS GUARANTEE & INVESTMENTS

The disclosure of loans guarantees and investments covered underSection 186 of the Companies Act 2013 read with the Companies (Meetings of Board and itsPowers) Rules 2014 as on March 31 2021 if any forms part of the Notes to theStandalone Financial Statements provided in this Annual Report.

21. 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 ListingRegulations all contracts/arrangements/transactions entered by the Company with RelatedParties were in ordinary course of business and at arm s length basis.

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

Further pursuant to the provisions of the Act and the SEBI ListingRegulations the Board has on recommendation of its Audit Committee adopted a Policy onRelated Party Transactions and the said policy is available on the website of the Companyi.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 inaccordance with the policy of the Company on materiality of related party transactions.There were no materially significant related party transactions which could have potentialconflict with interest of the Company at large.

Accordingly Form AOC-2 prescribed under the provisions of Section134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules 2014 for disclosure ofdetails of Related Party Transactions which are "not at arm s length basis" andalso which are "material and at arm s length basis" is not applicable to theCompany.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The details of conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureD and is attached to this report.

23. RISK MANAGEMENT

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

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

Likewise the Company s finished products are mainly re-rollable scrapgenerated from ship breaking and the price of the same is linked to the market rate foriron and steel. Any up and down in the price of the iron and steel will affect theprofitability of the Company.

24. VIGIL MECHANISM

The Vigil Mechanism/Whistleblower Policy has been approved and adoptedby 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 aformal mechanism to the employees business associates and stakeholders of the Company tointer-alia report any instances of financial irregularities breach of code of conductabuse of authority disclosure of financial/ price sensitive information unethical /unfair actions concerning Company vendors/ suppliers malafide manipulation of companydata/records actual or suspected fraud or discrimination to the Company s Code of Conductin an anonymous manner.

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

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS

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

26. COMPLIANCE WITH SECRETARIAL STANDARDS

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

27. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE

INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC)

The Company has neither filed any application under the Insolvency andBankruptcy Code 2016 (31 of 2016) as amended from time to time nor has availed one timesettlement with respect to any loans from banks or financial institutions.

28. ANNUAL RETURN

Annual Return of the Company as per Section 92(3) of the Companies Act2013 is uploaded on website of the Company and the same can be accessed at the weblink www.hariyanagroup.com

29. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the LODR a Report onCorporate Governance and a certificate obtained from the Statutory Auditors confirmingcompliance is provided in Annexure E and Annexure F respectively forming part of thisBoard Report.

30. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

In line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 your Company has adopted aPolicy on Prevention of Sexual Harassment at Workplace. This policy is applicable to allemployees irrespective of their level and it also includes Third Party Harassment casesi.e. where sexual harassment is committed by any person who is not an employee of theCompany. 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 receivedregarding sexual harassment.

The Company has not received any complaint of sexual harassment duringthe financial year 2020-21.

31. MAINTENANCE OF COST RECORDS

The requirement of maintenance of cost records as specified by theCentral Government under sub-section (1) of section 148 of the Companies Act 2013 andthe audit of its cost records conducted by a Cost Accountant is not applicable to theCompany.

32. LISTING ON STOCK EXCHANGE:

The Company's shares are listed on BSE Limited.

33. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depositorymechanism of the National Securities Depository Limited (NSDL) and also the CentralDepository Services (India) Limited (CDSL). As a result the investors have an option tohold 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 thereforerequested to take full benefit of the same and lodge their holdings with DepositoryParticipants [DPs] with whom they have their Demat Accounts for getting their holdings inelectronic form.

34. FAMILIARIZATION PROGRAMME

The Company conducts Familiarization Programme for the IndependentDirectors to enable them to be familiarized with the Company its management and itsoperations to gain a clear understanding of their roles rights and responsibilities forenabling their contribution to the Company. They are provided a platform to interact withmultiple levels of management and are provided with all the documents required and/orsought by them to have a good understanding of Company s operations businesses and theindustry as a whole.

Further when a new Director is inducted on the Board they areprovided with necessary documents/ brochures reports internal policies strategy andsuch other operational information to enable them to familiarize with the Company sprocedures and practices. Site visits to various plant locations are organized for theIndependent Directors to enable them to understand and acquaint with the operations of theCompany.

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

The details of such familiarization programmes for IndependentDirectors are put up on the Company s website and can be accessed at www.hariyanagroup.com.

35. OTHER DISCLOSURES

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

• The consolidated financial statement is also being presented inaddition to the standalone financial statement of the company.

• There is no plan to revise the Financial Statements or Directors Report in respect of any previous financial year.

36. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere gratitudefor the assistance and co-operation received from the financial institutions banksGovernment authorities customers vendors and members during the year under review.

The Board of Directors also wish to place on record its deep sense ofappreciation for the committed services by the Company s executives staff and workers atall levels. Our consistent growth was made possible by their hard work solidarityco-operation and support.

For and on behalf of the Board of Directors
For INDUCTO STEEL LIMITED
RAJEEV RENIWAL SWEETY RENIWAL
MANAGING DIRECTOR DIRECTOR
(DIN: 00034264) (DIN: 00041853)
Date: July 9 2021
Place: Mumbai

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