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Directors Report of Hariyana Ship-Breakers Ltd.

Mar 31, 2016

[(Disclosure under Section 134(3) of the Companies Act, 2013)

{read with Companies (Accounts) Rules, 2014}]

Dear Shareholders,

The Directors are presenting the 35th Annual Report of your Company and the Audited 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

39,021.67

26,972.72

Total Expenses

38,236.23

25,537.66

Profit / (Loss) before tax

785.44

1,435.06

Less: Tax Expense

-

187.50

Less: Deferred Tax

42.68

(166.77)

Profit / (Loss) after tax

742.76

1,414.33

HIGHLIGHTS OF THE COMPANY''S PERFORMANCE:

During the year under consideration the Company earned total revenue of Rs. 39,021.67 Lakhs as against Rs. 26,972.72 Lakhs in the preceding financial year and Profit after tax of Rs. 742.76 Lakhs as against Rs. 1,414.33 Lacs in the preceding financial year.

The Company has been able to increase its total revenue during the year under review by 44.67%. However, the Company has failed to increase its profit margin of the year due to various factors like fluctuations in the exchange rate of US Dollar vis-a-vis Indian Rupee and steep decrease in prices of iron and steel products and volatile market conditions. 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, inspite of such adverse factors, the Company could achieve sustained sales performance and also could achieve positive profits during the year. The Management is of the view that, in the coming years the Ship Breaking Industry as well as Iron and Steel sector will be stable and with expected boost in the economy the requirement of iron and steel will increase which 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 requirements, your 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 is no 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 the financial statements.

DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

RELATED PARTY TRANSACTIONS:

All contract(s)/ arrangement(s)/ transaction(s) entered into by the Company with its related 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 of Board 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 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 provided as an annexure of the Directors'' Report.

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

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, 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.

INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity 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 for re-appointment at the forthcoming Annual General Meeting.

During the year under review, none of the Directors of the Company resigned from their respective Directorships in the Company. Further, there was no appointment of any Director on Board of the Company.

All Independent Directors have given declarations that they meet the criteria of Independence 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 accepted the resignation of Ms. Disha Shah, Company Secretary placed before the Board.

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

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

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

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and individual Directors, including the Chairman of the Company.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Board''s functioning such as degree of fulfillment of key responsibilities, Board Structure and composition, establishment, delineation of responsibilities to various committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the management.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at the Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication, communicating effectively with all stakeholders and motivating and providing guidance to the Executive Director.

Areas on which the Committees of the Board were assessed included degree of fulfillment 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 performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination & Remuneration Committee also reviewed the performance of the Board, 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 the Board Meeting.

BOARD MEETINGS:

During the year 16 (Sixteen) Board Meetings and 7 (Seven) Audit Committee Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 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'' Report and 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 Firm Registration No. 128274W being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to reappoint the auditors and to fix their remuneration.

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

SECRETARIAL AUDITORS:

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

BRANCH AUDITORS:

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

M/s. Gowthama & Co., Chartered Accountants, Bangalore having ICAI Firm Registration No. 005917S were appointed as Branch Auditors of the Bangalore division of the Company, to hold 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 have commented that provision for gratuity and long term employee benefits as per AS-15 has not been made. In these regards, the Company would like to clarify that, since none of the employees of the Company were in continuous service of more than five years and accordingly making provision of Gratuity does not arise. However, if payment on account of gratuity arises due to happening of any incidents as provided under the applicable provisions of the law, the same will be accounted as and when incurred and the payment under the Pension Act is not applicable to the Company.

The Auditors'' Report, the Secretarial Audit Report and the Branch Audit Report for the financial year ended 31st March, 2016 do not contain any qualification, reservation, adverse remark or disclaimer other than mentioned above.

MATERIAL CHANGES AND COMMITMENTS:

No material changes have took place affecting the financial position of the Company from 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 the best of their knowledge and ability, confirm that:

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

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

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisions of 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 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, 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 the deleterious effects of global warming and climate change. The company has implemented various initiatives for the conservation of energy and all efforts are made to minimize energy costs. Company is engaged in Ship Breaking, manufacturing of Sponge Iron and Steel, trading in metal scrap, coals, graphite electrodes & other industrial in outs. No significant power consumption is required in ship breaking industry as major portion in production process consist of non mechanical processes. However, industrial gases are used in ship dismantling activities and the company has taken various measures to control the consumption of fuel and energy. Moreover, in its Steel & Power Unit, the Company has taken various measures to control the consumption of fuel and energy.

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

Company is engaged in Ship Breaking and trading in metal scrap, coals, graphite electrodes & other industrial in outs. No significant power consumption is required in ship breaking industry as major portion in production process consist of non mechanical processes. However, industrial gases are used in ship dismantling activities. The Company has 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 capital investment 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

3,03,73,89,089

4,58,05,682.78

2,06,88,25,015

3,32,65,360

CORPORATE RESPONSIBILITY STATEMENT (CSR):

In terms of section 135 and Schedule VII of the Act, the Board of Directors has constituted a CSR Committee under the Chairmanship of Mr. Rakesh Reniwal. Mr. Pradeep Bhatia 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 website of the Company http//www.hariyangroup.com. During the year, based on these rules the amount to be spent on CSR activities was Rs. 35.04 lakhs whereas the Company has not spent any amount towards Corporate Social Responsibility. Management and CSR Committee are in the process of finding better avenues for CSR Expenditure to be incurred in the near future.

AUDIT COMMITTEE:

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:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Director''s appointment and payment of remuneration including criteria for determining qualifications, positive attributes, and independence of a Director. The Committee shall function in accordance with the terms and reference of the policy. Policy of the Company is enclosed herewith as Annexure- 4.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website.

STAKEHOLDER''S RELATIONSHIP COMMITTEE:

The details pertaining to composition of the Committee is included in the Corporate Governance Report, which forms part of this report. The role of the Committee is explained in 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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

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

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

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

The Company has not paid any remuneration to the Directors of the Company and hence the information 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 and Company performance:

There is no increase in the remuneration of Employees. Hence, information cannot be furnished.

f. Comparison of the remuneration of the key managerial personnel against the performance 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 capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars

March 31, 2016

March 31, 2015

% Change

Market Capitalization

28,49,00,015

23,98,83,346

18.77

Price Earnings Ratio

3.84

1.70

125.70

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

During the financial year under review, the Company has not come out with any public offer.

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

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

j. Comparison of each remuneration of the key managerial personnel against the performance 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 the directors:

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 employees who are not Directors but receive remuneration in excess of the highest paid Director during 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 the Company.

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

The Company has no such employee drawing remuneration more than mentioned under Rule 5(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 set out 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 cost records conducted by a Cost Accountant in practice. The Board of Directors of the Company has 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 to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time for the year ending March 31, 2017, at a remuneration of Rs.38,500/- p.a. and have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years 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 the provisions of the Act and Regulation 17 (9) of the Listing Regulations. The policy frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit 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, risk analysis and assessment was conducted and the details of the same are covered in the Management 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 the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. Details of the Familiarization Programme of the Independent 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 Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder which is available on the website of the Company. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 20152016.

DETAILS OF VARIOUS PLANTS: Ship Breaking and Iron & Steel

During the financial year 2015-16, ship breaking unit at Alang Ship Breaking Yard has not been able to perform well during the year under review due to various factors like fluctuations in the exchange rate of US Dollar vis-a-vis Indian Rupee and steep decrease in prices of Iron and steel products and volatile market conditions. The management is of the view that, in the coming years the ship breaking industry will be stable and with expected boost in the economy the requirement of iron and steel will increase which will help the company to move towards its sustained path of growth.

Trading Unit, Bhavnagar, has tremendously outperformed during the year as compared to preceding financial year, the sales turnover of Trading Unit has been increased by 3 times than preceding financial year. However, trading unit has failed to maintain profit margin in line with the preceding financial year due to volatile market conditions and heavy foreign exchange fluctuations; however, it is hoped that the trading unit will show an increase in terms of sales as well as profits in the coming years.

Trading & Investment Unit, Mumbai (HO), has not been able to perform well during the year in terms of total revenue as well as net profits margins. There were no trading activities carried out by the management during the year under review due to adverse market 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 in coming years and show an increase in terms of sales as well as profits in the coming years.

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

With the changed circumstances, the company is hopeful that in the coming period the company will continue its ship breaking activities as well as trading activities and take those activities to the level of extended growth and will contribute more to the overall growth of the business of the company. The trading in Ferrous and Non Ferrous Metals, Scrap, Coal etc. activities of the company are contributing considerably to the profitability of the company. Moreover, the investment division of the company is also doing well. Your directors see a very positive and bright future prospects ahead for the company looking to the prevailing upward trend in the Iron and Steel sector in India and internationally.

Industrial Gases:

The company is into a partnership in M/s. Hariyana Air Products (with 60% share.) for the manufacture and supply of Industrial Oxygen Gas. During the year the oxygen plant at Bhavnagar, Gujarat has not been able to perform well and the company has earned loss from the said partnership firm of Rs. 35.19 Lakhs as against loss of Rs. 27.00 Lakhs in the preceding financial year. The reason for the loss is volatile market conditions and a competitive market with liquid oxygen suppliers. However, with proximity to Alang Ship Breaking Yard and huge captive consumption requirements of group companies, the company expects 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 into Partnership in the name of "White Field Projects" (with 40% share) for construction & selling of residential apartments. The construction work of the Project is fully completed and all of the flats have been sold. The company''s share of loss from the firm during the year under report is Rs. 0.69 Lakhs.

The Company has also been into Partnership and formed a Partnership Firm "Goyal Hariyana Construction" formally known as "Orchid Woods Projects" (with 50% share) for construction & selling of residential apartments. Presently the firm has two projects at Bangalore, Karnataka. The firm has acquired land at Kothanur Village, KrishnarajapuraHobli, Banglore, East Taluk and at Chokkanahalli Village, YelahankaHobli, Banglore, East Taluk with the an object of constructing 1, 2 & 3 BHK Apartments. Till March 31, 2016 90% of construction work has been completed of the project at Kothanur Village, KrishnarajapuraHobli, Banglore, East Taluk. The company has started the construction at Chokkanahalli Village, YelahankaHobli, Banglore, North Taluk on February, 2014 and expected to complete the project by December, 2016. The company''s share of profit 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. "Swastik Developers" for construction of building. The firm has acquired 66 Acres of land in Goa. 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 and 20 Guntas of land with the object of developing 386 plots of various sizes. Likely date of completion of the project is December 2016. The company''s share of profit from the firm is Rs. 183.46 Lakhs for the year ended on March 31, 2016.

The company has also been into partnership in M/s. "Orchid Lakeview Developers" (with 33.33% share). The firm is having the project at Bellandur Village, VarthurHobli, Bangalore, East Taluk with an object of construction 2 & 3 BHK apartments 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 on March 31, 2016.

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

The company has also entered into partnership and formed a partnership firm "Shree Balaji Associates" (with 5% share). The firm is engaged in the business of trading in iron & steel, coal and real estate. The company''s share of profit from the firm is 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 buildings, construction of new buildings and real estate activites. The firm is entitled to development right in respect of 8 properties admeasuring 6492.62 Sq. Mtrs. of land and structures at Pant Nagar, Ghatkoper (East), Mumbai. The project is expected to commence soon.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the Employees, Bankers, Financial Institutions, various State and Central Government 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

REPORT ON CORPORATE GOVERNANCE

COMPANY''S PHILOSOPHY ON CORPORATE GOVERNANCE:

Corporate Governance philosophy stems from our belief that corporate governance is an integral element in improving efficiency and enhancing investor confidence.

The Company believes in adopting and carrying out best practices in the area of Corporate Governance and follows the principle of full transparency and accountability by providing information on various issues concerning the Company''s business and financial performance to its stakeholders. It is firmly believed that good governance practices would ensure efficient conduct of the affairs of the Company and help the Company. Towards this, the Company has taken following steps to strengthen it belief by ensuring:

- Adequate disclosure and effective decision making to achieve corporate objectives;

- Transparency in business transactions;

- Statutory and legal compliances;

- Protection of shareholders interest;

- Commitment to values and ethical conduct of Business

The Company is in compliance with the requirements of the guidelines on Corporate Governance stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

During the year under review, the Board continued its pursuit by adopting and monitoring of corporate strategies, prudent business plans, major risks and ensuring that the Company pursues policies and procedures to satisfy its social, legal and ethical responsibilities.

Also, the Company undertakes to take an audit of its secretarial records and documents to ensure timely compliance with applicable laws to the Company.

BOARD OF DIRECTORS:

Composition of Board of Directors

As on 31st March, 2016, the Board of Directors of the Company comprised of Six Directors, of whom three are Non-Executive Directors and the remaining 3 are Executive Director. Pursuant to Regulation 17 of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company shall have an optimum combination of Executive and Non-Executive Directors with at least 1 Woman Director and not less than fifty percent of the Board of Directors comprising of Nonexecutive Directors. The Company comprises of 3 out of 6 as Non- Executive and 1 Woman Director and hence the Company is complying with the aforesaid requirement.

In accordance with the provisions of the Companies Act, 2013 ("Act"), and the Company''s Articles of Association, Mr. Rakesh Reniwal, Director, retires by rotation and is eligible for re-appointment. Pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), profile of Director seeking reappointment, has been given along with the Notice of the Annual General Meeting.

Board Meetings:

16 Board Meetings were held at Mumbai during the year under review.

The Board Meetings were held on 01/04/2015, 04/04/2015, 05/05/2015, 21/05/2015, 23/05/2015, 29/05/ 2015, 03/06/2015, 30/06/2015, 13/082015, 25/082015, 19/09/2015, 13/11/2015, 19/01/2016, 12/02/2016, 24/02/2016 and 15/03/2016.

The Meetings of the Board of Directors are scheduled well in advance and generally held at the Company''s Registered Office in Mumbai. The time gap between the two meetings did not exceed one hundred twenty days. Necessary quorum was present for all the meetings. All the information required to be furnished to the Board were made available to them along with detailed Agenda notes.

The Board has granted leave of absence to the Directors who were absent at the respective Board Meeting(s) at their request.

Separate Board Meeting of Independent Directors was held to review the performance of Executive Directors and the Board as a whole.

Membership, Attendance & Other Directorships:

The category of each Director, together with his attendance at Board Meetings, the number of his Directorships and memberships of the SEBI-designated Board Committees of other companies, as on 31st March, 2016 are given below :

Name of Directors & DIN

Category of Director

Board Meetings attended during 2015-2016

Attended Last AGM

*No. of Directorships of other Indian companies

## No. of & Committee memberships

Held

Attended

Public

Private

Mr. Shantisarup Reniwal DIN: 00040355

Promoter, Chairman & Managing Director

16

16

Yes

9

Nil

Nil

Mrs. Unnati Reniwal DIN: 00041306

Promoter & Executive Director

16

16

Yes

5

Nil

Nil

Mr. Rakesh Reniwal DIN: 00029332

Promoter & Executive Director

16

4

Yes

9

Nil

Nil

Mr. Manohar Wagh DIN: 02622648

Independent & Non - Executive Director

16

16

Yes

Nil

Nil

Nil

Mr. Pradeep Bhatia DIN: 02903984

Independent & Non - Executive Director

16

2

No

Nil

Nil

Nil

Mr. Tejas Thakker DIN: 03017277

Independent & Non - Executive Director

16

2

No

Nil

Nil

Nil

* Other Directorships do not include Directorships of Section 8 Companies and of companies incorporated outside India.

## Since, the Directors are not acting as a Member of any Committee across the Company, hence the question of Chairmanship in other Committee does not arise.

There are no nominees or Institutional Directors in the Company. None of the Directors have pecuniary or Business relationship with the Company other than as mentioned in the elsewhere in the Annual Report. No Director of the Company is either member in more than 10 Committees and/ or Chairman of more than 5 Committees across all Companies in which he is Director.

Code of Conduct:

The Board has formulated a Code of Conduct for the Board Members and Senior Management of the Company. All Board Members and Senior Management Personnel as on 31st March 2016 have affirmed their compliance with the code and the declaration to this effect given by the Chairman is annexed hereto in the Corporate Governance Report.

Independent Directors Meeting:

In terms of Section 149 of the Act and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors was held on 31/03/2016, inter alia, to discuss:

a) Evaluation of the Performance of Non-Independent Directors and the Board of Directors as a whole;

b) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors; and

c) Evaluation of the quality, content and timeliness of flow on information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All Independent Directors were present at the Meeting.

COMMITTEE OF DIRECTORS: Audit Committee

Sr. No

Name of Member

Designation

Meetings held during the year

Meetings attended during the year

1

Mr. Manohar Wagh

Chairman

7

7

2

Mr. Pradeep Bhatia

Member

7

7

3

Mr. Tejas Thakker

Member

7

7

4

Mr. Rakesh Reniwal

Member

7

2

Nomination and Remuneration Committee

Sr. No

Name of Member

Designation

Meetings held during the year

Meetings attended during the year

1

Mr. Manohar Wagh

Chairman

1

1

2

Mr. Pradeep Bhatia

Member

1

1

3

Mr. Tejas Thakker

Member

1

1

Stakeholders'' Relationship & Share Transfer Committee

Sr. No

Name of Member

Designation

Meetings held during the year

Meetings attended during the year

1

Mr. Manohar Wagh

Chairman

4

4

2

Mr. Pradeep Bhatia

Member

4

4

3

Mr. Tejas Thakker

Member

4

4

Corporate Social Responsibility Committee

Sr. No

Name of Member

Designation

Meetings held during the year

Meetings attended during the year

1

Mr. Rakesh Reniwal

Chairman

2

2

2

Mr. Pradeep Bhatia

Member

2

2

3

Mr. Tejas Thakker

Member

2

2

AUDIT COMMITTEE

The audit committee of the Company is constituted in compliance with the Section 177 of the Act and Regulation 18 of the Listing Regulations as mandated by the Stock Exchanges. All the members of Audit Committee possess expert knowledge in the field of accounts, audit and finance.

Terms of reference of the Audit Committee:

- Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

- Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditors and the fixation of audit fees;

- Approval of payment to Statutory Auditors for any other services rendered by them;

- Reviewing, with the Management, the annual financial statements and auditors'' report before submission to the Board for approval, with particular reference to:

- Matters to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

- Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by the management.

- Significant adjustments made in the financial statements arising out of audit findings. 0 Compliance with listing and other legal requirements relating to financial statements. 0 Disclosure of any related party transactions.

- Qualifications in the draft audit report.

- Reviewing with the management, the quarterly financial statements before submission to the Board for approval;

- Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

- Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

- Approval or any subsequent modification of transactions of the Company with related parties;

- Scrutiny of inter-corporate loans and investments;

- Valuation of undertakings or assets of the Company, wherever it is necessary;

- Evaluation of internal financial controls and risk management systems;

- Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

- Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

- Discussion with internal auditors of any significant findings and follow up there on;

- Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

- Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

- Establish a vigil mechanism for Directors and employees to report genuine concerns in such manner as may be prescribed;

- To review the functioning of whistle blower mechanism.

- Approval of appointment of CFO;

- The audit committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the Internal and Statutory Auditors and the Management of the Company;

- To allow Auditors and Key Managerial Personnel, a right to be heard while considering the Auditor''s Report;

- Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

- To mandatorily review the following information;

- To define significant related party transactions;

- Management discussion and analysis of financial condition and results of operations;

- Statement of significant related party transactions (as defined by the audit committee), submitted by management;

- Management letters / letters of internal control weaknesses issued by the statutory auditors;

- Internal audit reports relating to internal control weaknesses; and

- The appointment, removal and terms of remuneration of the chief internal auditor

The Audit Committee reports its findings to the Board at the subsequent meeting and its recommendations are implemented by the management.

NOMINATION AND REMUNERATION COMMITTEE

The Company constituted a Nomination and Remuneration Committee of Directors in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations. This Committee was framed to carry out performance evaluation of Directors, Key Managerial Personnel and Senior Management of the Company and accordingly reward them.

The broad terms of reference of the Committee consists as below:

- To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

- To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

- To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

- To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.

- To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

- devise a policy on Board diversity.

- To develop a succession plan for the Board and to regularly review the plan. Remuneration Policy:

The Company adopted a Remuneration Policy for Directors, KMP and other employees, in accordance with the provisions of the Act and the Listing Agreement. For details on the Remuneration Policy, kindly refer the Annexure to the Directors'' Report.

Details of remuneration to all the Directors: a. Non-Executive Directors:

Name

Commission

Sitting Fees

Mr. Manohar Wagh

0

0

Mr. Pradeep Bhatia

0

0

Mr. Tejas Thakker

0

0

b. Managing Director and Executive Directors

Name

Salary

Benefits, perquisites

Commission and allowances

Mr. Shantisarup Reniwal

0

0

0

Mrs. Unnati Reniwal

0

0

0

Mr. Rakesh Reniwal

0

0

0

The Company does not have any Employee Stock Option Scheme.

Additional details pertaining to remuneration is covered in Directors'' Report.

STAKEHOLDERS'' RELATIONSHIP & SHARE TRANSFER COMMITTEE

In compliance with Section 178 of Act and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee has been constituted.

The Committee approves / monitors transfers, transmissions, consolidation, issue of duplicate certificate, monitors the shareholding pattern as well as the redressal of complaints from shareholders by the Share Registrars, oversee overall improvement of the quality of Investor services, performance of Registrar and Share Transfer Agents, oversee compliance relating to dividend payment, transfer of unclaimed amount to IEPF, implementation of the Code of Conduct for prevention of Insider Trading.

There was no complaint pending as on 31st March, 2016.

The Company has appointed Ms. Swati Chauhan as the Compliance Officer of the Company dated February 01, 2016.

The Company has also appointed Sharex Dynamic (India) Private Limited, Mumbai, to act as Registrar and Share Transfer Agent of the Company. The committee also monitors redressal of investors'' grievances.

Details of investor complaints received and redressed during the year 2015-16 are as follows:

Opening balance

Received during the year

Resolved during the year

Closing balance

Nil

Nil

Nil

Nil

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) Committee has been constituted under Section 135 of Act.

The terms of reference of Corporate Social Responsibility Committee are as follows:-

a) Formulate and recommend to the Board, a CSR Policy indicating the activity or activities to be undertaken by the Company as specified in Schedule VII of the Act;

b) Recommend the amount to be spent on the CSR activities;

c) Monitor the Company''s CSR policy periodically;

d) Attend to such other matters and functions as may be prescribed from time to time.

The Board has adopted the CSR Policy as formulated and recommended by the Committee. The same is displayed on the website of the Company.

BOARD AND DIRECTOR EVALUATION AND CRITERIA FOR EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for performance evaluation process for the Board, its Committees and Directors, including Chairman of the Company. The criteria laid down by the Committee are:

A. Criteria for Board Evaluation:

i. Degree of fulfillment of key responsibilities.

ii. Board structure and composition.

iii. Establishment and delineation of responsibilities to Committees.

iv. Effectiveness of Board processes, information and functioning.

v. Board culture and dynamics.

vi. Quality of relationship between the Board and the management.

vii. Efficacy of communication with various stakeholders.

B. Criteria for Evaluation of independent and non-independent Directors:

i. Attendance.

ii. Contribution at Board Meetings.

iii. Guidance/ support to management outside Board/ Committee Meetings.

iv. For the Chairman of the Board, additional criteria include providing effective leadership to the Board; setting an effective strategic agenda of the Board; encouraging active engagement by all the members of the Board, promoting effective relationships and open communication; communicating effectively with all stakeholders and enabling meaningful relationships; and motivating and providing guidance to the Managing Director & CEO.

C. Criteria for Evaluation of Board Committees:

i. Degree of fulfillment of key responsibilities.

ii. Adequacy of Board Committee composition.

iii. Effectiveness of meetings.

iv. Committee dynamics.

v. Quality of relationship of the Committee with the Board and the management.

Familiarization Programme:

The Company has Familiarization Programme for the Independent Directors with respect to the Company, their roles, rights, responsibilities and details of such Familiarization Programme is available at the Company''s website.

GENERAL BODY MEETINGS

Location and time, where last three Annual General Meetings were held:

Location

Date

Time

156 Maker Chambers Vi,

220 Jamnalal Bajaj Marg,

Nariman Point, Mumbai - 400021

30.09.2013

10.30 a.m.

156 Maker Chambers Vi,

220 Jamnalal Bajaj Marg,

Nariman Point, Mumbai - 400021

30.09.2014

09.00 a.m.

156 Maker Chambers Vi,

220 Jamnalal Bajaj Marg,

Nariman Point, Mumbai - 400021

30.09.2015

09.00 a.m.

Special resolutions passed at last three Annual General Meetings (AGM):

a) 32nd AGM held on 30th September 2013: NONE

b) 33rd AGM held on 30th September 2014:

a. For appointment of Mrs. Unnati Reniwal (DIN: 00041306) as a Director of the Company

b. For appointment of Mr. Pradeep Bhatia (DIN: 02903984) as an Independent Director of the Company.

c. For appointment of Mr. Tejas Thakkar (DIN: 03017277) as an Independent Director of the Company.

d. To ratify appointment of Mr. Shantisarup Reniwal (DIN: 00040355) as Managing Director of the Company

e. To borrow monies in excess of paid up Share Capital and Reserves, to the extent of Rs. 500 Crore

f. Adoption of new Articles of Association of the Company containing regulation with the Companies Act, 2013

c) 34th AGM held on 30th September 2015:

a. To ratify appointment of Mr. Shantisarup Reniwal (DIN: 00040355) as Managing Director of the Company.

b. To borrow monies in excess of paid up Share Capital and Reserves, to the extent of Rs. 1250 Crores

c. Amendment of Articles of Association of the Company by adopting the Table F of Schedule I of the Companies Act, 2013

Postal Ballot:

Members'' approval was sought vide the following Postal Ballot Notices under Section 110 of the

Act, details of which are relayed below:

Appointment of Scrutinizer: Mr. Dilip Bharadiya, Practicing Company Secretary, Mumbai Cut-off Record Date for reckoning Members eligible to receive Notice and vote: August 25, 2015 Cut-off date and time for voting: October 5, 2015 till 5.00 P.M.

Date of declaration of result: October 8, 2015

Procedure for Postal Ballot:

In compliance with the Section 110 and other applicable provisions of the Act, read with related Rules, the Company dispatches the postal ballot notices and forms along with postage pre-paid business reply envelopes to its Members whose names appear in the Register of Members / the List of beneficiaries as on a cut-off date. The Company also publishes a notice in the newspaper declaring the details of completion of dispatch and other requirements as mandated under the Act and the applicable Rules.

Voting rights are reckoned on the paid-up value of shares registered in the names of Members as on the cut-off date. Members desiring to exercise their votes are requested to return the forms duly completed and signed to the Scrutinizer on or before the end of the voting period. Members desiring to exercise their votes by electronic mode are requested to vote before close of business hours on the last day of e-voting. The Scrutinizer submits his/her report to the Chairman after the completion of scrutiny and the consolidated results of the voting by postal ballot are then announced by the Chairman / authorized officer.

Extraordinary General Meetings

No Extraordinary General Meeting was held during the past three years.

DISCLOSURES:

a) During the year, there were no materially significant transactions with related parties, as per the Policy adopted by the Company that have potential conflict with the interests of the Company at large. All the transactions with Related Party are after obtaining prior approval of Audit Committee. Details of the same are covered under Directors'' Report.

The policy is also available on the website of the Company.

b) There were no pecuniary relationships or transactions of the non-executive directors vis-a-vis the Company, other than payment of Board fees/commission and investments (if any) in shares / securities of the Company.

c) There were no material transactions of the Company with its promoters, directors, management or their relatives that may have potential conflict with the interest of the Company at large.

d) There has been no instance of non-compliance by the Company on any matter related to capital markets. No penalties or strictures have been imposed by them on the Company.

e) Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee:

The Audit Committee has established a Vigil Mechanism and adopted a Whistle-Blower Policy at its meeting held on 31st March 2015 which provides a formal mechanism for all the Directors and Employees of the Company to approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy.

A copy of the policy is also uploaded on the website of the Company. The Company affirms that during the year under review, no report has been registered by any Director or Employee of the Company. Also, no Director or Employee of the Company has been denied access to the Audit Committee.

f) Policy on Preservation of Documents:

Pursuant to the provisions of Regulation 9 of the SEBI Listing Regulations, your Company has adopted this policy for preservation of documents.

This Policy contains guidelines for identifying Documents (as define under the SEBI Listing Regulations) that need to be maintained, the period of preservation of such Documents and its destruction/ disposal. This Policy aims to provide efficient and systematic control on the periodicity and destruction of business related Documents.

g) Policy for Determination of Materiality of Information or Event:

Pursuant to the provisions of Regulation 30 of the SEBI Listing Regulations, your Company has adopted this policy for determination of materiality of information or event for facilitating prompt disclosure of material price sensitive information to the stock exchange(s) in compliance with the provisions of the SEBI Listing Regulations. This Policy shall act as a guidance for determining materiality of such price sensitive information, so as to ensure prompt disclosure of material price sensitive information/ event to the stock exchange(s), where the securities of the Company are listed, so that present and potential investors are able to take informed decision relating to their investment in the Company and to avoid creation of false market in the securities of the Company.

h) Policy for Archival of Documents:

Pursuant to the provisions of Regulation 30 of the SEBI Listing Regulations, your Company has adopted this policy for the archival of documents of the Company (the "Policy"), to comply with the provisions of the SEBI Listing Regulations.

i) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI):

This Code of Conduct has been framed and adopted by your Company in compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations"), to adhere to each of the Principles of Fair Disclosure for purposes of Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, as set out in Schedule A to the SEBI (PIT) Regulations.

j) Code of Conduct for Trading in Listed or Proposed to be Listed Securities of Hariyana Ship-Breakers Limited:

This document explains the Code to be observed by all the Connected Persons of the Company, pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as may be amended from time to time ("the SEBI PIT Regulation").

The objective of this Code is to communicate to all the Connected Persons the Code related to trading in listed or proposed to be listed securities of the Company. It is intended to serve as a guideline to all concerned, which they should imbibe and practice, both in letter and spirit, while trading in listed or proposed to be listed securities of the Company.

k) Code of Conduct for Board Members and Senior Management:

This Code of Conduct has been framed and adopted by your Company in compliance with the provisions of Clause 49 of erstwhile Listing Agreement (now Regulation 17 of the SEBI Listing Regulations).

The code incorporates the duties of independent directors as laid down in the Act and also helps the Board Members and Senior Managers to observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgment.

l) Means of Communication:

The unaudited quarterly results and audited results for the year are published in one English newspaper (The Free Press Journal.) and atleast one vernacular newspaper (Navshakti) shortly after its submission to the Stock Exchanges. The Company''s website www.hariyanagroup.com contains relevant information including matters pertaining to investor relations, shareholder benefits, as well as quarterly/annual financial results.

m) Reporting of Internal Auditor:

The Chief Internal Auditor reports to the Audit Committee of the Company, to ensure independence of the Internal Audit function.

n) Subsidiary Companies:

The Company does not have any Subsidiary.

o) Green Initiative:

Your Company encourages the shareholders to register their email addresses with the Company or its Registrar & Transfer Agents, Sharex Dynamic (India) Pvt. Ltd., by sending a letter signed by the Shareholders and intimate changes in the email ids from time to time.

Those shareholders who have not opted for receiving the Annual Report in physical form, we look forward to receiving your full support in our endeavour to contribute towards greener environment and request you to join us in this noble initiative and look forward to your consent to receive Annual Report from now onwards in electronic form.

Registrar and Share Transfer Agents (R&TA):

Contact Person: Mr. Shashikumar Sharex Dynamic (India) Pvt Ltd

Unit-1, Luthra Ind. Premises, Safed Pool, Andheri Kurla Road, Andheri (E), Mumbai - 400 072.

Ph: 28515606, 28515644, | Fax: 28512885 | Email: sharexindia@vsnl.com

Share Transfer Systems:

98.8% of the Equity Shares of the Company are in electronic form. Transfers of these shares are done through the depositories with no involvement of the Company.

As regards transfer of shares held in physical form the transfer documents can be lodged with the R&TA at any of the above mentioned addresses. Transfer of shares in physical form is processed within fifteen days from the date of receipt, if the documents are complete in all respects. The Shareholders''/Investors Grievance & Transfer Committee (now Stakeholders'' Relationship & Share Transfer Committee) periodically take note of transfers.

Details of Shareholding Pattern as on 31st March, 2016:

Detailed information about Shareholding pattern is covered under extract of Annual Return forming part of Directors'' Report.

Dematerialization of shares and liquidity:

As on 31st March 2016, 98.8 % of the total equity share capital of the Company is held in dematerialized form with National Securities Depository Limited and Central Depository Services (India) Limited. The market lot is one share as the trading in equity shares of the Company is permitted only in dematerialized form, traded on BSE Limited.

Outstanding GDRs/ADRs/Warrants/ Convertible Instruments and their impact on Equity:

The Company has not issued any GDRs/ADRs/Warrants/ Convertible Instruments in the past and hence as on 31st March, 2016 does not have any outstanding GDRs/ADRs/Warrants/ Convertible Instruments.

DECLARATION AFFIRMING ADHERENCE TO THE CODE OF CONDUCT BY THE BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL:

In accordance with Part D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, I hereby confirm that, all the Directors and the Senior Management Personnel of the Company affirmed compliance to their respective Codes of Conduct, as applicable to them for the financial year ended 31st March, 2016.


Mar 31, 2015

Dear Shareholders,

The Directors are presenting the 34th Annual Report of your Company and the Audited Financial Statements for the financial year ended 31st March 2015]

Financial Results : (Rs in Lacs)

Particulars For the year ended For the year ended 31.03.2015 31.03.2014

Total Revenue 2,69,72,71,885 5,00,82,94,889

Total Expenses 2,55,37,66,294 4,85,28,20,929

Profit / (Loss) before tax 14,35,05,590 15,54,73,960

Less: Tax Expense 1,87,49,837 2,55,46,509

Less: Deferred Tax (1,66,76,894) (19,84,006)

Profit / (Loss) after tax 14,14,32,647 13,19,11,457

HIGHLIGHTS OF THE COMPANY'S PERFORMANCE:

During the year under review, the revenue of the Company fell to Rs. 2,69,72,71,885/-. Also, the expenses of the Company had reduced by 47.38%. However, the net profit of the Company increased by Rs.95,21,190/- i.e. 7.22%.

The company has not been able to increase its sales turnover during the year due to various factors like fluctuations in the exchange rate of US Dollar vis-à-vis Indian Rupee and steep decrease in prices of Iron and steel products and volatile market conditions. However, the company has been able to improve the net profit of the company for the financial year 2014-15 due to its cautious approach. The management is of the view that, in the coming years the Ship Breaking industry as well as Iron and Steel sector will be stable and with expected boost in the economy the requirement of Iron and Steel will increase which 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 requirements, your 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 is no 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 the financial statements.

DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

RELATED PARTY TRANSACTIONS:

The particulars of every contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013, in prescribed Form No. AOC -2, is appended as Annexure 1 to the Board's Report.

INTERNAL FINANCIAL CONTROLS:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

- Appointment and Resignation of Directors:

During the year under review, in accordance with the provisions of the Companies Act, 2013, Mrs. Unnati Reniwal was appointed as an Additional Director w.e.f. 2nd June 2014 and was appointed as a Director at the Annual General Meeting of the Company held on 30th September 2014. Further, Mrs. Lalitadevi resigned from the Directorship of the Company w.e.f. 2nd June 2014. The Board of the Company is duly constituted.

Mrs. Unnati Reniwal (DIN: 00041306), who is liable to retirement by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013.

· Appointment and Resignation of KMP:

The Board of Directors at its meeting held on 30th March 2015 appointed Mr. Rajeev Reniwal as Chief Financial Officer (CFO) and Ms. Disha Shah as a Company Secretary of the Company.

Further, Mr. Shantisarup Reniwal, Managing Director, was designated as a KMP.

B) Declaration by an Independent Director(s) and re-appointment, if any

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory.

At a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed at the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

BOARD MEETINGS:

During the year under review, the Board met 18 (Eighteen) times. Details of this are covered under Corporate Governance section.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in prescribed form MGT – 9 is appended as Annexure 2 to the Board's Report.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors' Report and a Certificate from the Company Auditors is included in the Annual Report. Annexure – 3 is attached herewith.

AUDITORS:

M/s. P. D. Goplani & Associates, Chartered Accountants, Mumbai, having ICAI Firm Registration No. 118023W being eligible offer themselves for re-appointment. If re-appointed, it will be within the purview of Sections 139 and 142 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration.

AUDITOR'S REPORT AND OBSERVATION:

The Auditors in their report dated May 29, 2015 have opined that provision for gratuity and long term employee benefits as per AS-15 has not been made. In this connection, the Board would like to clarify that the Company has no employee in continuous service of 5 years or more. Hence, the provisions pertaining to Gratuity are not applicable to the Company.

Apart from this the report is self-explanatory.

SECRETARIAL AUDIT, REPORT AND OBSERVATION:

The Board of Directors have appointed Mr. Dilip Bharadiya, Proprietor of M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries, Mumbai, to conduct Secretarial Audit for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and the rules framed there under. The Secretarial Audit Report for the financial year 2014-15 forms part of the Directors' Report as Annexure 4.

The Auditor has raised observations pertaining to delay in filing of forms in time. The management of the Company has assured that the Company will take adequate steps to streamline work and adhere with time guidelines provided under various acts, statutes, regulations.

MATERIAL CHANGES AND COMMITMENTS:

No material changes have took place affecting the financial position of the Company from 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 the best of their knowledge and ability, confirm that:

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

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

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisions of 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 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, 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 the deleterious effects of global warming and climate change. The company has implemented various initiatives for the conservation of energy and all efforts are made to minimize energy costs. Company is engaged in Ship Breaking, manufacturing of Sponge Iron and Steel, trading in metal scrap, coals, graphite electrodes & other industrial inputs. No significant power consumption is required in ship breaking industry as major portion in production process consist of non mechanical processes. However, industrial gases are used in ship dismantling activities and the company has taken various measures to control the consumption of fuel and energy. Moreover, in its Steel & Power Unit, the Company has taken various measures to control the consumption of fuel and energy.

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

Company is engaged in Ship Breaking and trading in metal scrap, coals, graphite electrodes & other industrial in outs. No significant power consumption is required in ship breaking industry as major portion in production process consist of non mechanical processes. However, industrial gases are used in ship dismantling activities. The Company has 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 capital investment 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 0 0 0 0

Foreign Exchange Outgo 2,06,88,25,015 33265360 96,60,46,660 15868640.12

CORPORATE RESPONSIBILITY STATEMENT (CSR):

The Company is looking out for avenues to undertake CSR activity.

AUDIT COMMITTEE:

The Audit Committee was reconstituted in accordance with the provisions of Companies Act, 2013. 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:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Director's appointment and payment of remuneration including criteria for determining qualifications, positive attributes, and independence of a Director. The Committee shall function in accordance with the terms and reference of the policy. Policy of the Company is enclosed herewith as Annexure 5.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company's website.

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The details pertaining to composition of the Committee is included in the Corporate Governance Report, which forms part of this report. The role of the Committee is explained in 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 the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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

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

No remuneration is paid to any Director of the Company. Further, appointment of Chief Financial Officer, Company Secretary was done at the Board Meeting held on 30th March 2015 which is for part year and hence the information pertaining to percentage increase in remuneration cannot be provided.

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

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

d. The number of permanent employees on the rolls of Company: 14

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

There is no increase in the remuneration of Employees. Hence, information cannot be furnished.

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

Appointment of key managerial personnel was done on 30th March 2015. Since this information is for part of the year, the same is not comparable.

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

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalization 239883346 244200013 -1.77%

Price Earnings Ratio 1.70 1.85 -8.11% h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

During the financial year under review, the Company has not come out with any public offer.

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

There is no increase in salaries of employees other than the managerial personnel in the last financial year. Company Secretary (Managerial Personnel) is for part year hence comparison cannot be made.

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

Appointment of key managerial personnel was done on 30th March 2015. Since, this information is for part of the year, the same is not comparable.

k. The key parameters for any variable component of remuneration availed by the directors:

No remuneration is paid to any Director of the Company.

l. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Directors during the year.

Not applicable

m. 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 the Company.

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

The Company has no such employee drawing remuneration more than mentioned under Rule 5(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 as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is provided in Annexure - 6.

COST AUDIT:

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board of Directors of the Company has 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 to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time for the year ending March 31, 2016, at a remuneration of Rs.40000/- p.a. and have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.

RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee on 30th March 2015 to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit 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, risk analysis and assessment was conducted and the details of the same are covered in the Management Discussion and Analysis Report of the Company.

FAMILIARIZATION PROGRAMME:

As per Clause 49 of the Listing Agreement entered into with the stock exchange, Corporate Governance Report with Auditors' Certificate thereon and Management Discussion and Analysis are attached, which form part of this report. Details of the Familiarization Programme of the Independent Directors are available on the website of the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF VARIOUS PLANTS:

Ship Breaking and Iron & Steel

During the financial year 2014-15, ship breaking unit at Alang Ship Breaking Yard and Trading Unit have not been able to perform well during the year due to various factors like fluctuations in the exchange rate of US Dollar vis-à-vis Indian Rupee and steep decrease in prices of Iron and steel products and volatile market conditions. The management is of the view that, in the coming years the ship breaking industry will be stable and with expected boost in the economy the requirement of iron and steel will increase which will help the company to move towards its sustained path of growth.

Trading unit of the company has not been able to sustain its performance in terms of sales as compared with the preceding financial year due to volatile market conditions and heavy foreign exchange fluctuations; however, it is hoped that the trading unit will show an increase in terms of sales and profits in the coming years.

Steel and Power unit has been shut down during the year under review due to issues of uninterrupted availability of raw materials, local mining issues, rupee volatility and other similar factors at Hassan, Karnataka.

With the changed circumstances, the company is hopeful that in the coming period the company will continue its ship breaking activities and take it to the level of extended growth and will contribute more to the overall growth of the business of the company. The trading in Ferrous and Non Ferrous Metals, Scrap, Coal etc activities of the company are contributing considerably to the profitability of the company. Moreover, the investment division of the company is also doing well. Your directors see a very positive and bright future prospects ahead for the company looking to the prevailing upward trend in the Iron and Steel sector in India and internationally.

Industrial Gases:

The company is into a partnership in M/s. Hariyana Air Products (with 60% share.) for the manufacture and supply of Industrial Oxygen Gas. During the year the oxygen plant at Bhavnagar, Gujarat has not been able to perform well and the company has earned loss from the said partnership firm of Rs. 27.00 Lacs as against loss of Rs. 27.17 Lacs last year. The reason for the loss is volatile market conditions and a competitive market with liquid oxygen suppliers. However, with proximity to Alang Ship Breaking Yard and huge captive consumption requirements of group companies, the company expects 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 into Partnership in the name of "White Field Projects" (with 40% share) for construction & selling of residential apartments. The construction work of the Project is fully completed and all of the flats have been sold. The company's share of loss from the firm during the year under report is Rs. 0.42 Lacs.

The Company has also been into Partnership and formed a Partnership Firm "Goyal Hariyana Construction" formally known as "Orchid Woods Projects" (with 50% share) for construction & selling of residential apartments. Presently the firm has two projects at Bangalore, Karnataka.The firm has acquired land at Kothanur Village, KrishnarajapuraHobli, Banglore, East Taluk and at Chokkanahalli Village, YelahankaHobli, Banglore, East Taluk with the an object of constructing 2 & 3 BHK Apartments. Likely date of completion of the project at Kothanur Village, KrishnarajapuraHobli, Banglore, East Taluk is October, 2015. The company has started the construction at Chokkanahalli Village, YelahankaHobli, Banglore, North Taluk on February, 2014 and expected to complete the project by May, 2016. The company's share of profit from the firm is Rs. 572.88 Lacs for the year ended 2015.

The Company has also been into partnership (with 33.33% share) M/s. "Swastik Developers" for construction of building. The firm has acquired 66 Acres of land in Goa. 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 and 20 Guntas of land with the object of developing 386 plots of various sizes. Likely date of completion of the project is December 2015. The company's share of profit from the firm is Rs. 560.29 Lacs for the year ended 2015.

The company has also been into partnership in M/s. "Orchid Lakeview Developers" (with 33.33% share). The firm is having the project at Bellandur Village, VarthurHobli, Bangalore, East Taluk with an object of construction 2 & 3 BHK apartments consisting 336 flats. Likely date of completion of the project is December, 2015.

The company has also entered into partnership and formed a partnership firm "Goyal Hariyana Realty" (with 50% share). The firm has acquired land at Kannur Village, Bangalore, with the object of construction of Villas. The firm has already purchased Land and seeking NOC from concern departments. The firm has started construction in November, 2014 and expected to complete the projects on July, 2016.

The company has also entered into partnership and formed a partnership firm "Shree Balaji Associates" (with 5% share). The firm is engaged in the business of trading in iron and steel. The company's share of profit from the firm is Rs. 3.46 Lacs for the year ended 2015.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government 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)

Place: Mumbai

Date: 25th August 2015


Mar 31, 2014

Dear members,

The Board of Directors hereby are present the 33rd Annual Report of the Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2014.

Financial Results : (Rs in Lacs) 2013-14 2012-13

Sales/Revenue from Operation 46,912.88 1,01,458.92

Add: Other Income 3,170.07 2,388.99

Total Revenues 50,082.95 1,03,847.91

Profit before Finance Cost, 3,034.81 4,728.66 Depreciation & Tax

Less: Finance Cost 1,298.52 2,278.80

Profit before Depreciation & Tax 1,736.30 2,449.87

Less: Depreciation 181.56 183.50

Profit before Tax 1,554.74 2,266.36

Less: Provision for Current Tax 255.47 641.84

: Provision for Deferred Tax (19.84) (18.02)

Profit after tax 1,319.11 1,642.54

Add: Balance brought forward 4,507.13 3,279.69 from the previous year

Balance Available for Appropriation 5,826.25 4,922.23

a) Proposed Dividend on Ordinary Shares - 215.83

b) Dividend Distribution Tax thereon - 35.01

c) Transfer to General Reserve - 164.25

Total apportioned - 415.10

Balance to be carried forward 5,826.25 4507.13

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

- Basic and Diluted 21.39 26.64

During the year under review, the Sales/ Revenue from operations are Rs. 46,912.88 Lacs as compared to Rs. 1,01,458.92 Lacs in the last year. The net profit is Rs. 1,319.11 Lacs as compared to Rs. 1,642.54 Lacs in the last year. Due to fluctuation in the prices of old ship in the international market and dollar exchange rate fluctuations, the company has not been able to optimize Sales and Net Profit. Your Directors are hopeful that there will be even more improvement in sales and profit margin in the coming year.

DIVIDEND :

The Directors have not proposed payment of dividend on Equity Shares for the Financial Year 2013-14 with regard to requirement of funds for the business of the company.

PROSPECTS IN THE COMING YEAR :

Ship Breaking and Iron & Steel

During the financial year 2013-14, Ship-Breaking Unit at Alang Ship Breaking Yard has shown a stable performance in terms of Sales, however, the industry is in its booming trend hence the unit is expected to perform better in coming years. Trading unit of the company has not been able to sustain its performance in terms of sales as compared with the preceding financial year due to volatile market conditions and heavy foreign exchange fluctuations; however, it is hoped that the trading unit will show an increase in terms of sales and profits in the coming years. Sponge and Iron Unit, however, has not been able to sustain its performance in terms of sales as compared with preceding years because of issues of availability of raw materials and other similar factors at its Hassan, Karnataka, however, the overall scenario of iron and steel is still very positive and it is hoped that the growth story of the unit shall be sustained in the coming years. Overall, since the prices of iron and Steel having reasonably stabilized and the inventory levels of the company and its market position, all the segments of the company, viz. Ship Breaking, Sponge Iron and Trading, are expected to see major increase in terms of Gross Revenues and Net profit Margins in the coming year.

With the changed circumstances, the company is hopeful that in the coming period the company will continue its ship breaking activities and take it to the level of extended growth and will contribute more to the overall growth of the business of the company. The trading in Ferrous and Non Ferrous Metals, Scrap, Coal etc activities of the company are contributing considerably to the profitability of the company. The sponge iron division of the company has not been able to give good results during the year because of various factors like lack of uninterrupted availability of raw materials due to local mining issues, rupee volatility etc, however, with the increased management focus on market environment, the unit is also expected to yield positive results in the current year as well in the coming years. The investment division of the company is also doing well. Your directors see a very positive and bright future prospects ahead for the company looking to the prevailing upward trend in the Iron and Steel sector in India and internationally.

Industrial Gases :

The company is into a partnership in M/s. Hariyana Air Products (with 60% share.) for the manufacture and supply of Industrial Oxygen Gas. During the year the oxygen plant at Bhavnagar, Gujarat has not been able to perform well and the company has earned loss from the said partnership firm of Rs. 27.17 Lacs as against profit of Rs. 8.79 Lacs last year. The reason for the loss is volatile market conditions and a competitive market with liquid oxygen suppliers. However, with proximity to Alang Ship Breaking Yard and huge captive consumption requirements of group companies, the company expects 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 into Partnership in the name of "White Field Projects" (with 40% share) for construction & selling of residential apartments. The construction work of the Project is fully completed and all of the flats have been sold. The company''s share of profit from the firm during the year under report is Rs. 297.86 Lacs for the year ended 2014.

The Company has also been into Partnership and formed a Partnership Firm "Orchid Woods Projects" (with 50% share) for construction & selling of residential apartments. The firm has acquired land at Kothanur Village, KrishnarajapuraHobli, Banglore, East Taluk and at Chokkanahalli Village, YelahankaHobli, Banglore, North Taluk with the an object of constructing 1, 2 & 3 BHK Apartments. Likely date of completion of the project at Kothanur Village, KrishnarajapuraHobli, Banglore, East Taluk is in March, 2015. The company has started the construction at Chokkanahalli Village, YelahankaHobli, Banglore, North Taluk on February, 2014 and expected to complete the project by May, 2016. The company''s share of profit from the firm is Rs. 556.44 Lacs for the year ended 2014.

The Company has also been into partnership (with 33.33% share) M/s. "Swastik Developers" for construction of building. The firm has acquired 66 Acres of land in Goa. 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 and 20 Guntas of land with the object of developing 386 plots of various sizes. Likely date of completion of the project is December 2014.

The company has also been into partnership in M/s. "Orchid Lakeview Developers" (with 20% share). The firm is having the project at Bellandur Village, VarthurHobli, Bangalore, East Taluk with the an object of construction 2 & 3 BHK apartments consisting 336 flats. Likely date of completion of the project is March, 2015.

The company has also entered into partnership and formed a partnership firm "Goyal Hariyana Realty " (with 50% share). The firm has acquired land at Kannur Village, Bangalore, with the object of construction of Villas. The firm has already purchased Land and seeking NOC from concern departments. The firm will start construction on July, 2014 and expected to complete the projects on July, 2016.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo:

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed hereto which is Annexure A forming part of this report.

Management Discussion and Analysis - Review of Operations

Provided in Annexure - B forming part of this report

Director''s Responsibility Statement :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement is annexed herewith as provided in Annexure - C.

Corporate Governance :

The disclosures as required under the Corporate Governance standards have been furnished as a part of this report. The Company has been practicing the principles of good corporate governance. In addition to basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. Annexure-D.

Board of Directors :

During the year, there has been no change since the last Annual General Meeting.

Pursuant to provisions of Companies Act, 1956 and in accordance with Article number 130 of the Articles of Association of the Company, Mr Rakesh Reniwal (DIN 00029332) who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment.

Auditor''s Observation/qualification :

The observation/qualification of the auditors are based on the facts stated in the schedules of notes and members are requested to refer to the Note no. 1.2 (a) to (k) of notes on accounts, which are self explanatory and does not require any further clarification/reply.

Auditors :

M/s. P.D. Goplani & Associates, Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting. The company has received confirmation and their eligibility and willingness to accept the re-appointment. They have given a certificate to the effect that the appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their appointment.

Members are requested to re-appoint M/s. P.D. Goplani & Associates, Chartered Accountants, as Statutory Auditors of the Company for the period commencing from ensuing Annual General Meeting until the conclusion of next Annual General Meeting and fix their remuneration.

Particulars of Employees :

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, your Company has no person in its employment drawing salary within the monetary ceiling prescribed under section 217 (2A) of the Companies Act, 1956.

Listing of Shares :

The shares of the Company are listed at Bombay Stock Exchange Limited, Mumbai and applicable listing fees have been paid within the prescribed time limits.

Acknowledgement :

Your Directors express their gratitude to all the Shareholders, Investors, Customers, Suppliers and Bankers for their continued support and guidance. Your Directors place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity, cooperation and acknowledge that their support has enabled the Company to achieve new heights of success.

By order of the Board For HARIYANA SHIP BREAKERS LIMITED Sd/- Shantisarup Reniwal Chairman & Managing Director Place : Mumbai Date : 28th May, 2014


Mar 31, 2013

To , The Members of Hariyana Ship Breakers Limited Mumbai

The Board of Directors hereby are present the 32nd Annual Report of the Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2013.

Financial Results : (Rs in Lacs)

2012-13 2011-12

Sales/Revenue From Operation 1,03,502.48 58,363.97

Add: Other Income 679.81 1,250.24

Total Revenues 1,04,182.29 59,614.22

Profit before Finance Cost, Depreciation & Tax 4,728.66 2,178.28

Less: Finance Cost 2,278.80 472.36

Profit before Depreciation & Tax 2,449.87 1,705.92

Less: Depreciation 183.50 182.73

Profit before Tax 2,266.36 1,523.19

Less: Provision for Current Tax 641.84 505.81

: Provision for Deferred Tax (18.02) (19.31)

Profit after tax 1,642.54 1,036.68

Add: Balance brought forward from the previous year 3,279.69 2,568.03

Balance Available for Appropriation 4,922.23 3,604.70

Which the Directors have apportioned as under to:- a) Proposed Dividend on Ordinary Shares 215.83 185.00

b) Dividend Distribution Ta x thereon 35.01 30.01

c) Transfer to General Reserve 164.25 110.00 Total apportioned 415.10 325.01

Balance to be carried forward 4507.13 3279.69

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

- Basic and Diluted 26.64 16.81

During the year under review, the aggregate gross revenue from operations are at Rs. 1,03,502.48 Lacs as compared to Rs. 58,363.97 Lacs in the Previous Financial Year reflecting 77.34% growth. Net profit, however, increased by 58.44% at 1,642.54 Lacs compared to Rs. 1036.68 Lacs last year, due to volatile market in Iron and Steel product, increased interest costs and high depreciation in value of Indian Rupee against Forex.

Companies consolidated EBIDT for the year are at Rs. 4,728.66 Lacs as compared to Rs. 2,178.28 Lacs last year, which is 117.08% higher than the preceding financial year.

DIVIDEND :

Taking into account the sustained good performance of the Company, your Directors have recommended a Dividend of 35% (Rs. 3.50 per share) on the Equity Shares of Rs. 10/- each for approval by the Members. The total dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs. 215.83 lacs out of profits for the year. Dividend distribution tax payable amounting to Rs. 35.01 lacs has been appropriated out of profits.

PROSPECTS IN THE COMING YEAR :

Ship Breaking and Iron & Steel

During the financial year 2012-13, Ship-Breaking Unit at Alang Ship Breaking Yard has shown a stable performance in terms of Sales, however, the industry is still in its booming trend is expected to perform better in coming years also. Trading unit of the company has done tremendously well during the year and the trend is expected to continue in the coming years. Steel and Power unit, however, has not been able to sustain its performance in terms of sales as compared with preceding years because of issues of availability of raw materials and other similar factors at its Hassan, Karnataka, however, the overall scenario of iron and steel is still very positive and it is hoped that the growth story of the unit shall be sustained in the coming years. Overall, since the prices of iron and Steel having reasonably stabilized and the inventory levels of the company and its market position, all the segments of the company, viz. Ship Breaking, Sponge Iron and Trading, are expected to see major increase in terms of Gross Revenues and Net profit Margins in the coming year.

With the changed circumstances, the company is hopeful that in the coming period the company will continue its ship breaking activities and take it to the level of extended growth and will contribute more to the overall growth of the business of the company. The trading in Ferrous and Non Ferrous Metals, Scrap, Coal etc activities of the company are doing very well and are contributing considerably to the profitability of the company. The sponge iron division of the company has not been able to give good results during the year because of various factors like lack of uninterrupted availability of raw materials due to local mining issues, rupee volatility etc, however, with the increased management focus on market environment, the unit is also expected to yield positive results in the current year as well in the coming years. The investment division of the company is also doing well. Your directors see a very positive and bright future prospects ahead for the company looking to the prevailing upward trend in the Iron and Steel sector in India and internationally.

Industrial Gases :

The company is into a partnership in M/s. Hariyana Air Products (with 60% share.) for the manufacture and supply of Industrial Oxygen Gas. During the year the oxygen plant at Bhavnagar, Gujarat has also performed well and company''s earnings from the said partnership firm are of Rs. 8.79 Lacs as against Rs. 2.02 Lacs last year, Because of proximity to Alang Ship Breaking Yard and huge captive consumption requirements of group companies, the company expects 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 into Partnership in the name of "White Field Projects" (with 40% share) for construction & selling of residential apartments. The firm had acquired 1 Acre & 20 Guntas of land at Seegehalli, Whitefield, Bangalore with the object of constructing 2 & 3 BHK apartments consisting.132 Flats. The construction work of the Project is fully completed and majority of the flats have been sold. The company''s share of profit from the firm during the year under report is Rs. 349.00 Lacs for the year ended 2013.

The Company has also been into Partnership and formed a Partnership Firm "Orchid Woods Projects" (with 50% share) for construction & selling of residential apartments. The firm has acquired 3 Acres of land at Kothanur, Hennur Baglur Main Road, Bangalore with the object of constructing 2 & 3 BHK Apartments consisting of 392 Flats. Likely date of completion of the project is in August, 2014.

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

The company has also been into partnership in M/s. "White Mountain" (with 25% share). The firm has acquired 49 acres of land at Devenhalli, Bangalore with the object of cutting 378 plots. Likely date of completion of the project is October 2014.

The company has also been into partnership in M/s. "Orchid Lakeview Developers" (with 33.33% share). The firm has acquired 5 acres of land at Bellandur, Bangalore with the object of construction 2 & 3 BHK apartments consisting 360 flats. Likely date of completion of the project is October 2015.

The company has also entered into partnership and formed a partnership firm "Goyal Hariyana Realty " (with 50% share). The firm has acquired 2,09,632.53 Sq. Ft. of land at Kannur Village, Bangalore, with the object of construction consisting 84 Villas. Likely date of completion of the project is 2015.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo :

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed hereto which is Annexure A forming part of this report.

Management Discussion and Analysis – Review of Operations :

Provided in Annexure – B forming part of this report.

Director''s Responsibility Statement :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement is annexed herewith as provided in Annexure – C

Corporate Governance :

The disclosures as required under the Corporate Governance standards have been furnished as a part of this report. The Company has been practicing the principles of good corporate governance. In addition to basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. Annexure-D

Board of Directors :

During the year, there has been no change since the last Annual General Meeting.

Pursuant to provisions of Companies Act, 1956 and in accordance with Article number 130 of the Articles of Association of the Company, Mrs. Lalitadevi Reniwal and M r. Manohar Wagh retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Auditor''s Observation/qualification :

The observation/qualification of the auditors are based on the facts stated in the schedules of notes and members are requested to refer to the Note no. 1.2 (a) to (l) of notes on accounts, which are self explanatory and does not require any further clarification/reply.

Deposits :

During the year under review, the Company did not accept any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rule, 1975 as amended.

Auditors :

M/s. P.D. Goplani & Associates, Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting. The company has received confirmation and their eligibility and willingness to accept the re-appointment. They have given a certificate to the effect that the appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their appointment.

Members are requested to re-appoint M/s. P. D. Goplani & Associates, Chartered Accountants, as Statutory Auditors of the Company for the period commencing from ensuing Annual General Meeting until the conclusion of next Annual General Meeting and fix their remuneration.

Particular of Employees :

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, your Company has no person in its employment drawing salary within the monetary ceiling prescribed under section 217 (2A) of the Companies Act, 1956.

Listing of Shares :

The shares of the Company are listed at Bombay Stock Exchange Limited, Mumbai and applicable listing fees have been paid within the prescribed time limits.

Acknowledgement :

Your Directors wish to place on record their appreciation for the continued support from the Shareholders, Investors, Customers, Suppliers and Bankers. Your Directors place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, and solidarity cooperation and acknowledge that their supports had enabled the Company to achieve new heights of success.

By order of the Board

For HARIYANA SHIP BREAKERS LIMITED

Sd/-

Place : Mumbai Shanti Sarup Reniwal

Date : 28/05/2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the 31st Annual Report of the Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2012.

Financial Results : (Rs in Lacs)

2011-12 2010-11

Sales & Other Income 60167.08 33663.30

Profit/(Loss) before Tax 1523.19 1434.18

Provision for Tax (505.00) (480.68)

Adjustment for deferred tax 19.31 5.36

Profit after tax 1037.49 958.86

Prior Period Adjustment (0.81) 32.95

Balance Profit from Last Year 2568.02 2355.99

Profit Available for Appropriation 3604.70 3347.80

Transfer to General and other Reserves (110.00) (600.00)

Proposed Dividend (185.00) (154.17)

Dividend Distribution Tax thereon (30.01) (25.61)

Balance of Profit Carried to Balance Sheet 3279.69 2568.02

Earning Per Share (Face Value Rs.10/-) - -

- Basic and Diluted 16.81 16.08



During the year under review, the aggregate gross revenues from operations (turnover) was Rs. 58210.16 Cr as compared to Rs. 32714.84 Cr in the previous Financial Year reflecting 78% growth. Net profit, however, increased by 4.53% at 10.37 Cr compared to Rs. 9.92 Cr last year, due to volatile market in Iron and Steel product , increased interest costs and high depreciation in value of Indian Rupee against forex. Companies consolidated EBIDT for the year are was at 21.79 Cr which is 12.72% higher than the preceding financial year.

DIVIDEND :

Taking into account the sustained good performance of the Company, Your Directors have recommended a Dividend of 30% (Rs. 3 per share) on the Equity Shares of Rs. 10/- each for approval by the Members. The total dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs. 185.00 lacs out of profits for the year. Dividend distribution tax payable amounting to Rs. 30.01 lacs has been appropriated out of profits.

PROSPECTS IN THE COMING YEAR :

During the financial year 2011-12, ship-breaking industry at Alang Ship Breaking Yard seen a sustained growth and this booming trend is expected to continue in coming years also. Trading unit of the

company has done tremendously well during the year and the trend is expected to continue in the coming years. Steel and Power unit has also driven better results in terms of sales as compared with preceding years and it is hoped that the growth story of the unit shall be sustained. Overall, since the prices of iron and Steel having been reasonably stabilized and the inventory levels of the company and its market position, all the segments of the company, viz. Ship Breaking, Sponge Iron and Trading, are expected to see major increase in terms of Gross Revenues and Net profit Margins in the coming year.

With the changed circumstances, the company is hopeful that in the coming period the company will continue its ship breaking activities and take it to the level of extended growth and will contribute more to the overall growth of the business of the company. The trading in Iron and Steel activities of the company are doing well and are contributing considerably to the profitability of the company. The sponge iron division of the company also has given good results during the year, and with the increased management focus on market environment, the unit is also expected to yield positive results in the current year as well in the coming years. The financing and investment division of the company is also doing well. Your directors see a very positive and bright future prospects ahead for the company looking to the prevailing upward trend in the Iron and Steel sector in India and internationally.

The company has entered into a partnership in M/s. Hariyana Air Products (with 60% share.) for the manufacture and supply of Industrial Oxygen Gas in the year 2011-12. During the year the oxygen plant at Bhavnagar, Gujarat has also performed well. Because of proximity to Alang Ship Breaking Yard and huge captive consumption requirements of group companies, the company expects good long term benefits from the said partnership venture.

The Company is also taking interest into real estate business. For which has entered into Partnership in the name of "White Field Projects" (with 40% share) for construction & selling of residential apartments. The firm has acquired 1 Acre & 20 Guntas of land at Seegehalli, Whitefield, Bangalore with the object of constructing 2 & 3 BHK apartments consisting of 132 Flats. Likely date of completion of the project is October 2012.

The Company has also entered into Partnership and formed a Partnership Firm "Orchid Woods Projects" ( with 50% share ) for construction & selling of residential apartments. The firm has acquired 3 Acres of land at Kothanur, Hennur Baglur Main Road, Bangalore with the object of constructing 2 & 3 BHK Apartments consisting of 392 Flats. Likely date of completion of the project is August 2014.

The Company has also entered into partnership (with 33.33% share) to form a partnership firm "Swastik Developers" for construction of building. The firm has acquired 66 Acres of land in Goa. The project is expected to commence soon.

The company has also entered into partnership and formed a partnership firm "White Mountain" (with 25% share). The firm has acquired 49 acres of land at Devenhalli, Bangalore with the object of cutting 378 plots. Likely date of completion of the project is October 2014.

The company has also entered into partnership and formed a partnership firm "Orchid Lakeview Developers" (with 33.33% share). The firm has acquired 5 acres of land at Bellandur, Bangalore with the object of construction 2 & 3 BHK apartments consisting 360 flats. Likely date of completion of the project is October 2015.

MANAGEMENT DISCUSSION AND ANALYSIS - REVIEW OF OPERATIONS :

Provided in Annexure - B forming part of this report Director's Responsibility Statement :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement is annexed herewith as provided in Annexure - C

Corporate Governance :

The disclosures as required under the Corporate Governance standards have been furnished as a part of this report. The Company has been practicing the principles of good corporate governance. In addition to basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. Annexure-D

Board of Directors :

During the year, there has been no change since the last Annual General Meeting.

Pursuant to provisions of Companies Act, 1956 and in accordance with Article number 130 of the Articles of Association of the Company, Mr. Shantisarup Reniwal and Shri Rakesh Reniwal retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Auditor's Observation/qualification :

The observation/qualification of the auditors are based on the facts stated in the schedules of notes and members are requested to refer to the Note no. 1.2 (a) to (l) of notes on accounts, which are self explanatory and does not require any further clarification/reply.

Deposits :

During the year under review, the Company did not accept any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rule, 1975 as amended.

Auditors :

M/s. Jain Seth & Co., Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting. However, the company has not received their confirmation of their willingness to be re-appointed. The company has received confirmation and their eligibility and willingness to accept office from M/s. P.D. Goplani & Associates, Chartered Accountants, if appointed. They have given a certificate to the effect that the appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their appointment.

Members are requested to re-appoint M/s. P.D. Goplani & Associates, Chartered Accountants, as Statutory Auditors of the Company for the period commencing from ensuing Annual General Meeting until the conclusion of next Annual General Meeting and fix their remuneration.

Particular of Employees :

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, your Company has no person in its employment drawing salary within the monetary ceiling prescribed under section 217 (2A) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo:

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, the required information relating to conservation of energy, technology absorption and foreign exchange earning and outgo is annexed hereto which is Annexure A forming part of this report.

Listing of Shares :

The shares of the Company are listed at Bombay Stock Exchange Limited, Mumbai and applicable listing fees have been paid within the prescribed time limits.

Acknowledgement :

Your Directors wish to place on record their appreciation for the continued support from the Shareholders, Investors, Customers, Suppliers and Bankers. Your Directors place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, and solidarity cooperation and acknowledge that their supports had enabled the Company to achieve new heights of success.

For and on behalf of the Board

Sd/-

Place : Mumbai Shanti Sarup Reniwal

Date : 16/08/2012 Chairman & Managing Director


Mar 31, 2010

The Directors present herewith their Twenty Ninth Annual Report of the Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2010.

Financial Results : (Rs in Lacs)

2009-101 2008-09

Sales & Other Income 14113.98 17764.98

Profit/(Loss) before Tax 1083.22 862.94

Provision for Corporate Tax and FBT 357.17 298.29

Adjustment for deferred tax 32.79 17.11

Profit after tax 693.26 547.55

Prior period adjustment 0.05 25.46

Profit/(Loss) Brought forward 1806.97 1378.25

Profit/(Loss) available for appropriations 2500.28 1951.26 APPROPRIATIONS

- Dividend on Equity Shares 123.33 123.33

- Tax on distributed Profit 20.96 20.96

- Balance carried to balance sheet 2355.99 1806.97



During the year under review, the thrust area was Ship Breaking unit of the company which has achieved almost six times increase in terms of Sales Turnover. Sponge Iron and Trading have recorded nearly 50% decrease in sales turnover because of frequent and significant price decrease in the prices of Iron and steel during the year as compared with preceding year and that affected the sales turnover in terms of value. The finance and investment segment has achieved steady growth.

Net Profit earnings before tax have been 25.53% higher than the preceding financial year whereas net profit earnings after tax have remained at 26.61% higher than the preceding financial year

DIVIDEND

Taking into account the sustained good performance of the Company, Your Directors have recommended a Dividend of 20% (Rs. 2 per share) on the Equity Shares of Rs. 10/- each for approval by the Members. The total dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs. 12333334/- out of profits for the year. Dividend distribution tax payable amounting to Rs. 2096050/- has been appropriated out of profits.

PROSPECTS IN THE COMING YEAR

During the financial year 2009-10, ship-breaking industry at Alang Ship Breaking Yard seen a complete turn around and it is booming like never before. To join the flow of the market the company also put

its main thrust to its ship breaking activities at ship breaking yard at Alang and has done remarkable business during the year under report. Moreover, fluctuating and volatile prices of old Ships, Iron and Steel products having been reasonably stabilized and the inventory levels of the company and its market position, all the segments of the company, viz. Ship Breaking, Sponge Iron and Trading, are expected to see manifold increase in terms of Gross Revenues and Net profit Margins in the coming year.

With the changed circumstances, the company is hopeful that in the coming period the company will continue its ship breaking activities and take it to the level of extended growth and will contribute more to the overall growth of the business of the company. The trading activities of the company are doing reasonably well and are contributing considerably to the profitability of the company. The sponge iron division of the company went through a not so good year, however, with the increased management focus on market environment, the unit is also expected to yield positive results in the current year as well in the coming years. The financing and investment division of the company is also doing well. Your directors see a very positive and bright future prospects ahead for the company looking to the prevailing upward trend in the Iron and Steel sector in India and internationally.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of Annual Accounts for the financial year ended 31st March 2010, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) that the directors had prepared the accounts on a going concern basis.

Directors :

Shri Hemant Thakkar and Shri Satish Diwate have resigned as Directors of the Company w.e.f. 26th December 2009 and 12th April 2010 respectively. The Board wishes to place on record its appreciation of the valuable services rendered by them during their tenure as Directors. Shri Pradeep Bhatia and Shri Tejas Thakkar have joined the Board as an Additional Directors on 25th December 2009 and 12th April 2010 respectively. Shri Pradeep Bhatia and Shri Tejas Thakkar hold office up to the date of the ensuing Annual General Meeting. Notices have been received under Section 257 of the Companies Act, 1956 from Members proposing the appointment of Shri Pradeep Bhatia and Shri Tejas Thakkar as Directors.

Pursuant to provisions of Companies Act, 1956 and in accordance with Article number 130 of the Articles of Association of the Company, Smt. Lalitadevi Reniwal and Shri Manohar Wagh retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Auditors Report :

The observation/qualification of the auditors are based on the facts stated in the schedules of notes, which are self explanatory and does not require any further clarification/reply.

Deposits :

During the year under review, the Company did not accept any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rule, 1975 as amended.

Auditors :

Messrs Jain Seth & Co., Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224(2B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

Members are requested to re-appoint Messrs Jain Seth & Co. Chartered Accountants, as Statutory Auditors for the period commencing from ensuing Annual General Meeting until the conclusion of next Annual General Meeting and fix their remuneration.

Particulars of Employees :

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, your Company has no person in its employment drawing salary within the monetary ceiling prescribed under section 217 (2A) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo :

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, the required information relating to conservation of energy, technology absorption and foreign exchange earning and outgo is annexed hereto which is forming part of this report.

Corporate Governance :

The disclosures as required under the Corporate Governance standards have been furnished as a part of this report. The Company has been practicing the principles of good corporate governance. In addition to basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

Listing of Shares :

The shares of the Company are listed at Bombay Stock Exchange Limited, Mumbai and applicable listing fees have been paid within the prescribed time limits.

Acknowledgement :

Your Directors wish to place on record their appreciation for the continued support from the Shareholders, Investors, Customers, Suppliers and Bankers. Your Directors place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity cooperation and acknowledge that their supports had enabled the Company to achieve new heights of success.

For and on behalf of the Board

Sd/-

Shanti Sarup Reniwal

Chairman & Managing Director

Place: Mumbai

Date : 21st August, 2010

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