Home  »  Company  »  Heera Ispat Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Heera Ispat Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting herewith the 23rd Audited Annual report of your Company for the financial year ended on 31ST MARCH, 2015

FINANCIAL HIGHLIGHTS :

During the year under review the financial performance of the Company is as under : (Amount in Rupees)

Particulars For the Year For the Year Ended on Ended on 31/03/2015 30/06/2014

Gross Income 4301203 461,623

Total Expenses 1326895 694,458

Profit /(Loss) Before Depreciation & Tax 2974328 (232,835)

Profit Before Tax 2974328 (232,835)

Provision for Tax 920000 8034

Excess Income Tax Provision P.Y NIL NIL

Provision for FBT NIL NIL

Net Profit / (Loss) for the Year 2,054,328 (240,869)

Deferred Tax Assets (Previous year NIL NIL liabilities)

Previous year Balance B/f (20,581,439) (20,340,570)

Balance c/f to next year (18,527,111) (20,581,439)

SHARE CAPITAL STRUCTURE :

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

DIVIDEND :

During the year under review the directors have not recommended any Dividend to be paid in order to strengthen the long term resources of the Company.

UNPAID/UNCLAIMED DIVIDEND :

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

YEAR UNDER REVIEW :

During the year Company has not earned any Business income. However it has earned other income of Rs. 4301203. After deduction of all Administrative and other Expenditure of Rs. 13.26.895 /-(Previous year Rs 694,458/-) the company has earned a gross operational profit of Rs. 2,974,328 /- (Previous year gross loss of Rs. 232,835/-) After making necessary adjustments for Deffered Tax, Your Company had earned a Net Profit for the year of Rs. 20,54,328/- which is carried to balance sheet. The total Accumulated loss at the end of the year stand at Rs. 18,527,111/- (Previous year loss of Rs.20,581,439/-)

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013 :

During the year under review the Company has given inter corporate loans to Heavy Metals & Tubes limited of Rs. 34, 74, 043 however Company has not given any investments and corporate guarantee.

DEPOSITS :

During the year under review your company has neither invited nor accepted any public deposit as defined under Section 73 to 76 of the Companies Act, 2013. But the Company has already taken deposits from Public.

CORPORATE GOVERNANCE :

The Board of Directors supports to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

DEMATERIALISATION OF SECURITIES :

Your Company's equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s Skyline Financial Services Private Limited. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE025D01013. Total Share dematerialized up to 31st March 2015 were 4252100 which constitute 72.28% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

COMPLIANCE WITH THE STOCK EXCHANGE LISTING AGREEMENT :

The company is regular in making timely compliance of all the applicable clauses of the Listing Agreement from time to time whether it is event based compliance or time bound compliance of monthly, quarterly, half yearly or yearly compliances. Your Company has already paid Annual Listing fees of the Bombay stock exchange Limited for and up to the financial year 2015-16. The same is pending for Ahmedabad Stock Exchange. The Trading in equity shares of the Company is active on the Bombay Stock Exchange Limited and the same is not suspended for penal reasons by BSE during the year. The Trading platform of the Ahmedabad Stock Exchange Limited has been suspended/ cancelled by SEBI hence, no trading is recorded. The highest, lowest, average prices recorded on the Bombay Stock Exchange on every month of the financial year 2014-15 including the volume in shares traded is separately given in other information para of Corporate Governance report attached here to. During the year your company has neither issued any shares or stock options or ESOPs or other employee benefits.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE :

The Complete Report on Corporate Governance is given separately after this report.

Management's Discussion And Analysis :

Management's discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate para in Corporate Governance Report.

DIRECTORS :

During the year under review Mr. Suhag Vijaykumar Shah & Mr. Prakash Nemchand Shah shall retire by rotation at the ensuing Annual General Meeting as per the provisions of Law. They are eligible for reappointment as director and have offered themselves for directorship of the company. This year there were no changes in the constitution of Board of Director of the company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment. The Board recommends the passing of the Resolutions at Item Nos. 5 to 9 of the Annual General Meeting Notice.

MANAGING DIRECTOR :

Mr. Dineshkumar S. Rao is the Managing Director of the Company and taking managerial Remuneration of Rs. 2,00,000/- per annum.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

As required under section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the annexure to this report

Formation of Audit Committee in Compliance to Section 292 A of the Companies Act, 1956 AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE GOVERNANCE :

In Compliance with the provisions of Section 292A of the Companies Act 1956 your company has formed an Audit Committee within the Organization consisting of 3 independent directors. An Internal Auditors have been appointed as Advisors in their professional capacity on this committee. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The Committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purposes. The detail of powers, responsibilities and system of functioning of this committee is given in report on Corporate Governance forming part of this report.

STATUTORY INFORMATION :

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there were no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are not given herewith.

Material Changes :

Except the information given in this report, no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

EMPLOYEES:

Thereare no employees of the company who were in receipt of the remuneration of Rs.60,00,000/- annually in the Aggregate if employed for the year and in receipt of the Monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable and hence not given in this report.

PARTICULARS OF THE EMPLOYEES :

Particulars of the employees as required under provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, are not attached with this report since there was no employee who was in receipt of remuneration in excess of limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956read with the Companies (Particular of Employees), Rules 1975.

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES :

The company has no any settlement/liquidation of Financial Liabilities. It is not a sick company as per audited balance sheet for the current year.

DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014 :

i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Total Remuneration expenses : Rs. 375,500/-

Managerial Remuneration Expenses : Rs. 200,000/- Other employees Remuneration : Rs. 157,500/-

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any in the financial year:

No remuneration is increased during the year for any of the Key Managerial Personnel, CFO, CEO, CS or Manager.

iii) The percentage increase in the median remuneration of employees in the financial year

During the year there was fresh recruitment of the employees of the company so there is no increase in the salary of the employees

iv) The number of permanent employees on the rolls of company 2;

v) The explanation on the relationship between average increase in remuneration and company performance;

There is increase of 0% in the average Remuneration of the employees, whereas Company is still a loss making one. So there is no any direct relationship between the average increase in remuneration and company's performance.

vi) Comparison of the remuneration of the Key managerial personnel against the performance of the company ;

The KMP i.e. Managing Director is not paid any managerial Remuneration. Hence, his remuneration is not comparable inter company, intra company or inter industry as a whole.

vii) 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 and 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 in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Closing Market Price of shares of Company as on 31/03/2014 : Rs. 4.6/-

Closing Market Price of shares of Company as on 31/03/2015 : Rs. 4.28/-

Earning Per share for the financial year ended on 31/03/2014 : Rs. -0.04/-

Earning per share for the financial year ended on 31/03/2015 : Rs. 0.35/-

As the Company EPS is very minimal, the PE Ratio is Minimum

viii) Average percentile increase 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 ;

NOT APPLICABLE as there was no increase in Remuneration of any employees of the company or the Managerial Personnel of the Company.

ix) Comparison of the each remuneration of the key managerial personnel against the performance of the company :Not Comparable.

x) The key parameters for any variable component of remuneration availed by the directors : NOT APPLICABLE.

xi) The ratio of the remuneration of the highest paid director to the of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and No employee is receiving remuneration in excess or higher than the remuneration of Director or Key Managerial Personnel.

xii) Affirmation that the remuneration is as per the remuneration policy of the company.All remuneration of the Employees and directors are decided by Nomination & Remuneration Committee and by the Board of Directors within the organization.

DIRECTORS' RESPONSIBLITY STATEMENT :

Pursuant to the provisions of Section 134(5) of Companies Act, 2013 (Section, 217(2AA) of the Companies Act, 1956) your Directors declare that:

i) In preparation of the annual accounts, as far as possible and except to the extent if any accounting standards mentioned by the auditors in their report as not complied with, all other 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 responsible 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 after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act 1956 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, in the case of listed company, had laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The Director had devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS :

STATUTORY AUDITORS :

DJNV & CO., Chartered Accountants, Present Statutory Auditors of the company has given their letter of consent and confirmation under section 141(1) the Companies Act 1956 for appointed as Statutory Auditors of the Company. The Board has now proposed to appoint the Statutory Auditors for a period next 5 Financial year as per requirements of section 139 (1) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014. Necessary Resolution for their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS : The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditor as per suggestion of auditors in order to strengthen the internal control system for the Company. However, as in the company during the previous financial year, there were no much financial transactions or trading business activities, looking to the size of the company and its business operations and transactions, the matter is being discussed with the statutory auditors on making of compliance with this requirements.

SECREATARIAL AUDITOR :

The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditor for the financial year 2014-15. They have given their report in the prescribed form MR-3 which is annexed to this report as an ANNEXURE.

OBSERVATION OF THE SECRETARIAL AUDITOR :

The company has limited financial transactions and the managing director of the company looks after to all the transactions of the company so the company has not appointed any CFO and the due to less revenue and due to high cost (approx: 600,000 P.a of both CFO and CS)has also not appointed company secretary in the company and the company is in search of the proper CFO and CS keeping in mind the budget of the company for the compliance of this provisions.

AUDITORS OBSERVATION :

THERE ARE NO ADVERSE OBSERVATIONS MADE BY THE AUDITORS IN THEIR RE¬PORT. HOWEVER NOTES TO THE ACCOUNTS TO ITSELF ARE CLARIFICATORY AND SELF EXPLANATORY IN THE NATURE.

APPRECIATION :

The Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE : 30th May, 2014 On Behalf of the Board of Directors of PLACE : Ahmedabad Heera Ispat Limited

Sd/- (Dinesh Rao) Chairman and Managing Director DIN: 06379029


Mar 31, 2014

The Members,

HEERA ISPAT LIMITED

Dear Shareholders,

The Directors have pleasure in presenting herewith the 22ND Audited Annual report of your Company for the financial year ended on 31ST MARCH, 2014

FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Year Ended on Ended on 31/03/2014 30/06/2013

Gross Income 461,623 100

Total Expenses 694,458 71,76,145

Profit /(Loss) Before Depreciation & Tax (232,835) (7,176,045)

Profit Before Tax (232,835) (75,29,943)

Provision for Tax 8034 NIL

Excess Income Tax Provision P.Y NIL NIL

Provision for FBT NIL NIL

Net Profit / (Loss) for the Year (240,869) (7,529,943)

Deferred Tax Assets NIL NIL (Previous year liabilities)

Previous year Balance B/f (20,340,570) (12,810,627)

Balance c/f to next year (20,581,439) (20,340,570)



DIVIDEND

As your company has incurred a net loss during the year under review and due to Accumulated loss of the previous year does not permit your directors to declare any amount as dividend to be paid.

UNPAID/UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year Company has not earned any income by way of turnover and other income. After all Administrative Expenditure of Rs 694,458 /-(Previous year Rs 7,176,145/-) the company has suffered a gross operational loss of Rs. 232,835 /- (Previous year gross loss of Rs. 7,176,045/-) After making necessary adjustments for Deffered Tax, Fringe Benefit tax, Your Company had suffered a Net loss for the year which is transferred to balance sheet is Rs. 20,581,439 /- (Previous year loss of Rs. 20,340,570 /-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has no any settlement/liquidation of Financial Liabilities It is not a sick company as per audited balance sheet for the current year.

DEMATERIALISATION OF SECURITIES

Your Company''s equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s Skyline Financial Services Private Limited. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE025D01013. Total Share dematerialized up to 31st March 2014 were 4245800 which constitute 81.97 of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT DISCUSSION AND ANALAYSIS REPORT

Management''s discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under section 73(1) of Companies Act 2013 (section 58A of Companies Act, 1956).

DIRECTORS

During the year under review Mr. DHARMESHKUMAR RAMESHCHANDRA MISTRY and Mr. RAMESHCHANDRA TRIBHOVANDAS MISTRY shall retire by rotation at the ensuing Annual General Meeting as per the provisions of Law. They are eligible for reappointment as director and have offered themselves for directorship of the company. This year there were no changes in the constitution of Board of Director of the company.

DIRECTORS'' RESPONSIBLITY STATEMENT

Pursuant to the provisions of Section 134(5) of Companies Act, 2013 (Section, 217(2AA) of the Companies Act, 1956) your Directors declare that:

i) I n preparation of the annual accounts, as far as possible and except to the extent if any accounting standards mentioned by the auditors in their report as not complied with, all other 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 responsible 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 after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 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, in the case of listed company, had laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The Director had devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6) of the Companies Act 2013).

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

STATUTORY AUDITORS

M/s. DJNV & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under provisions of Section 139(1) of Companies Act, 2013 read with Rule 4 and 6 of The Companies (Audit and Auditors) Rules, 2014 (Section 224(1B) of the Companies Act, 1956).for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the statutory Auditors M/s. DJNV & Co., Chartered Accountants from to time to time.

AUDITORS OBSERVATION

Auditors have observed that the Company has not complied with AS-22 for Accounting for Deferred Tax Provisions. As the Company''s all fixed assets were not in use during the entire financial year and there was no commercial business activities, your directors have thought it fit and proper not to provide for Deferred Tax for the year. Apart from the same, there was no adverse remark by Auditor In the auditor Report of the company.

FORMATION OF AUDIT COMMITTEE

The present Board of Directors of the Company is in compliance with the provisions of Section 177 of Companies Act, 2013 (section 292A of Companies Act, 1956) and the Clause 49 of the Listing Agreement. In order to make part compliance to the Provisions of Section 177 of the Companies Act 2013 (section 292A of Companies Act, 1956) and clause 49 of the Listing Agreement on Corporate Governance, your directors have already formed an Audit Committee within the organization consisting of 3 directors, an advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.60,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 and as amended being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there were no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

The scheme of Amalgamation is filed with BSE in 22nd November, 2013. where in the company has filed composite scheme of arrangement for re-organization of share capital of Heera Ispat Limited and amalgamation of Heavy Metal & Tubes Limited (transferor company)with Heera Ispat Limited (transferee company)

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE : 30th May, 2014 On Behalf of the Board of Directors of PLACE: Ahmedabad Heera Ispat Limited

(Dinesh Rao) (Suhag V. Shah) Chairman and Managing Director Director DIN : 06379029 DIN : 06398147


Jun 30, 2011

To The Members of HEERA ISPAT LIMITED

The Directors have pleasure in presenting herewith the 19th Audited Annual report of your Company for the financial year ended on 30th JUNE, 2011.



FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Ended on Year 30/06/2011 Ended on 30/06/2010

Gross Income 0.00 0.00

Total Expenses (1557819) (1494771)

Profit /(Loss) Before Depreciation & (1557819) (1494771) Tax

Profit Before Tax (1557819) (1494771)

Provision for Tax 0 0

Excess Income Tax Provision P.Y 0 0

Provision for FBT 0 0

Net Profit / (Loss) for the Year (1557819) (1494771)

Deferred Tax Assets 0.00 0.00 (Previous year liabilities)

Net Loss for the Year. (1557819) (1494771)

Previous year Balance B/f. (8758236) (7263465)

Total Loss Transferred to Balance (10316055) (8758236) Sheet.

DIVIDEND

As your company has incurred a net loss during the year under review and due to Accumulated loss of the previous year does not permit your directors to declare any amount as dividend to be paid.

UNPAID/UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year Company has not earned any income by way of turnover and other income. After all Administrative Expenditure and Depreciation of Rs15,57,819 (Previous year Rs.14,97,771/-) the company has suffered a gross operational loss of Rs.15,57,819/- (Previous year gross loss of Rs.14,97,771/-). After making necessary adjustments for Differed Tax, Fringe Benefit tax, Your Company had suffered a Net loss for the year which is transferred to balance sheet is Rs.1,03,16,055 /- (Previous year loss of Rs87,58,236 /-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has no any settlement/liquidation of Financial Liabilities It is not a sick company as per audited balance sheet for the current year.

FUTURE BUSINESS PLANS

Board of Director of your Company has planning to grow business in manufacturing and selling activities As the company has incurred loss your Director are thinking to start about new business. .

DEMATERIALISATION OF SECURITIES

Your Company's equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharper Services (India) Pvt Ltd. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 025D01013.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act- 1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

During the year under review Smt Hasumati Rameshchandra Mistry and Mr Alpesh Kiritbhai Patel, shall retire by rotation at the ensuing Annual General Meeting as provisions of Law. They are eligible for reappointment as director and have offered themselves for directorship of the company. Your directors recommend to reappoint them as Directors. Mr. Ramanugrah Singh was Appointed by the Board of Directors of the company on 25th May, 2011 as an Additional Director and as per the provisions of Section 260 of the Companies Act, 1956, he holds Office as a Director up to the date of this Annual General Meeting. Except this there were no changes in the constitution of Board of Director of the company.

DIRECTORS' RESPONSIBLITY STATEMENT

Pursuant to the provision contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

That in the preparation of the annual accounts, except the Accounting standard if any mentioned by Auditor in his Report as not Complied with , any applicable accounting standards which has been followed and no material departure has been made from the same;

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

That they have 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 for preventing and detecting fraud and other irregularities; That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. DJNV & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under section 224(1B) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the statutory Auditors M/s. DJNV & Co., Chartered Accountants from to time to time.

AUDITORS OBSERVATION

Auditors have observed that the Company has not complied with AS-22 for Accounting for Deferred Tax Provisions. As the Company's all fixed assets were not in use during the entire financial year and there was no commercial business activities, your directors have thought it fit and proper not to provide for Deferred Tax for the year. Apart from the same, there was no adverse remark by Auditor In the auditor Report of the company.

FORMATION OF AUDIT COMMITTEE

The present Board of Directors of the Company is not in compliance with the provisions of Section 292A and the Clause 49 of the Listing Agreement. Even though, however, in order to make part compliance to the Provisions of Section 292A of the Companies Act 1956 and clause 49 of the Listing Agreement on Corporate Governance, your directors have already formed an Audit Committee within the organization consisting of 2 directors, an advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.60,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 and as amended being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there were no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE : 21st July, 2011 On Behalf of the Board of Directors

PLACE: Godhara. Of Heera Ispat Limited

(Rameshchandra T. Mistry) (Dharmesh R. Mistry)

Chairman And Director Managing Director


Jun 30, 2010

Dear Shareholders,

The Directors have pleasure in presenting herewith the 18th Audited Annual report of your Company for the financial year ended on 30th JUNE, 2010.

FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Year Ended on Ended on 30/06/2010 30/06/2009

Gross Income 0.00 0.00

Total Expenses (14947711) 45,32,139

Profit /(Loss) Before Depreciation & Tax (1494771) (4532139)

Profit Before Tax (1494771) (4532139)

Provision for Tax 0 0

Excess Income Tax Provision P.Y 0 0

Provision for FBT 0 0

Net Profit / (Loss) for the Year (1494771) (4532139)

Deferred Tax Assets 0.00 0.00

(Previous year liabilities)

Net Loss for the Year. (1494771) (4532139)

Previous year Balance B/f. (7263465) (2731326)

Total Loss Transferred to Balance Sheet. (8758236) (7263465)

DIVIDEND

As your company has incurred a net loss during the year under review and due to Accumulated loss of the previous year does not permit your directors to declare any amount as dividend to be paid.

UNPAID/UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year Company has not earned any income by way of turnover and other income. After all Administrative Expenditure and Depreciation of Rs 14,97,771 (Previous year Rs. 45,32,139/-) the company has suffered a gross operational loss of Rs. 14,97,771/- (Previous year gross loss of Rs.45,32,139/-). After making necessary adjustments for Deffered Tax, Fringe Benefit tax, Your Company had suffered a Net loss for the year which is transferred to balance sheet is Rs.87,58,236/- (Previous year loss of Rs.72,63,465/-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has no any settlement/liquidation of Financial Liabilities .It is not a sick company as per audited balance sheet for the current year.

FUTURE BUSINESS PLANS

Board of Director of your Company has planning to grow business in manufacturing and selling activities As the company has incurred loss your Director are thinking to start about new business..

DEMATERIALISATION OF SECURITIES

Your Company's equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharepro Services (India) Pvt Ltd. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 025D01013.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act- 1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

During the year under review Shri Dharmeshkumar Rameshchandra Mistry, and Mr. Rameshchandra T Mistry shall retire by rotation at the ensuing Annual General Meeting as provisions of Law.They are eligible for reappointment as director and have offered themselves for directorship of the company. Additional Directors are appointed Namely Shri Alpesh Kiritbhai Patel and Radheshyam Rampal Lodha on date 01/10/2009 who are proposed to be appointed as Regular Director of the company. Your directors recommend to pass the said resolutions.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the provision contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(A) That in the preparation of the annual accounts, except the Accounting standard No. 22 Accounting for Deferred Tax provisions, all other applicable accounting standards has been followed and no material departure has been made from the same;

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

(C) That they have 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 for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. Hiren R. Patel & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under section 224(1B) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory -Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the statutory Auditors M/s. Hiren R. Patel & Co., Chartered Accountants from to time to time.

AUDITORS OBSERVATION

Auditors have observed that the Company has not complied with AS-22 for Accounting for Deferred Tax Provisions. As the Company's all fixed assets were not in use during the entire financial year and there was no commercial business activities, your directors have thought it fit and proper not to provide for Deferred Tax for the year. Apart from the same, there was no adverse remark by Auditor In the auditor Report of the company.

FORMATION OF AUDIT COMMITTEE

The present Board of Directors of the Company is riot in compliance with the provisions of Section 292A and the Clause 49 of the Listing Agreement. Even though, however, in order to make part compliance to the Provisions of Section 292A of the Companies Act 1956 and clause 49 of the Listing Agreement on Corporate Governance, your directors have already formed an Audit Committee within the organization consisting of 2 directors, an advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (l)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there was no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are hot given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

On Behalf of the Board of Directors Of Heera Ispat Limited

Sd/- (Rameshchandra T. Mistry) Chairman And Director

DATE :4th September, 2010 PLACE: Godhara.


Jun 30, 2009

To The Members HEERAISPAT LIMITED

The Directors have pleasure in presenting herewith the 17th Audited Annual report of your Company for the financial year ended on 30th JUNE, 2009.

FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Year Ended on Ended on 30/06/2009 30/06/2008

Gross Income 0.00 0.00

Total Expenses 45,32,13 1.02,472

Profit /[Loss) Before Depreciation & Tax (4532139) (102472)

Profit Before Tax (4532139) (102472)

Provision for Tax 0 NIL

Excess Income Tax Provision P.Y 0 NIL

Provision for FBT 0 NIL

Net Profit / (loss") for the Year (4532139) (102472)

Deferred Tax Assets 0.00 0.00 (Previous year liabilities)

Net Loss for the Year. (4532139) (102472)

Previous year Balance B/f. (2731326) (2628854)

Total Loss Transferred to Balance Sheet. (7263465) (2731326)

DIVIDEND

As your company has incurred a net loss during the year under review and due to Accumulated loss of the previous year does not permit your directors to declare any amount as dividend to be paid.

UNPAID /UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 20SC of the Companies Act, 19S6, The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company,

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year Company has not earned any income by way of turnover and other income, After all Administrative Expenditure and Depredation of Rs 45.32,1.39 (Previous year Rs. 1.02,472/-) the company has suffered a gross operational loss of Rs. 4532,139 /- (Previous year gross loss of Rs.1,02,472/-) . After making necessary adjustments for Differed Tax Fringe Benefit tax, Your Company had suffered a Net loss for the year which Is transferred to balance sheet is Rs.72,63,465 /- (Previous year loss of Rs.27,31.326/-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has no any settlement/liquidation of Financial Liabilities It is not a sick company as per audited balance sheet for the current year.

FUTURE BUSINESS PLANS

Board of Director of your Company has planning to grow business in manufacturing and selling activities As the company has incurred loss your Director are thinking to start about new business,.

DEMATERIALISATION OF SECURITIES

Your Company's equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharepro Services (India) Pvt. Ltd, The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is JNE 025001013.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on Corporate Governance,

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act- 1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

Smt Hasumatiben Rameshchandra Mistiy, shall retire by rotation at the ensuing Annual General Meeting as provisions of Law. She is eligible for reappointment as director and has offered herself for directorship of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provision contained in Section 2l7(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(A) That in the preparation of the annual accounts, except the Accounting standard No. 22 Accounting for Deferred Tax provisions, all other applicable accounting standards has been followed and no material departure has been made from the same;

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

(C) That they have 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 for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis,

STATUTORY AUDITORS

M/s. Deepak C, Gandhi & Co., Chartered Accountants had resigned as Statutory Auditors of the Company w.e.f. 18th December 2008. The Shareholders had in an Extra Ordinary General Meeting held on 21st January 2009 by passing Special Resolution appointed M/s. Hiren R Patel & Co., Chartered Accountants as Statutory Auditors of the company in a casual vacancy caused by Resignation of Mr. Deepak C Gandhi. M/s. Hiren. R Patel & Co.; have given their letter of consent and confirmation under section 224(18) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting,

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the statutory Auditors M/s. Hiren R, Patel, Chartered Accountants from to time to time. AUDITORS OBSERVATION

Auditors have observed that the Company has not complied with AS-22 for Accounting for Deferred Tax Provisions. As the Company's all Fixed assets were not in use during the entire financial year and there was no commercial business activities, your directors have thought it fit and proper not to provide for Deferred Tax for the year, Apart from the same, there was no adverse remark by Auditor In the auditor Report of the company.

FORMATION Of AUDIT COMMITTEE

The present Board of Directors of the Company is not in compliance with the provisions of Section 292A and the Clause 49 of the Listing Agreement, Even though, however, in order to make part compliance to the Provisions of Section 292A of the Companies Act 1956 and Clause 49 of the Listing Agreement on Corporate Governance, your directors have already formed an Audit Committee within the organization consisting of 2 directors, and advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary

as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of R$,24, 00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs, 2,00,000/- in the aggregate if employed for a part of the year under review, [fence the information required under Section 211 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (l)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there was no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE : 4th September, 2009 On Behalf of the Board of Directors

PLACE: Godhara. Of Heera Ispat Limited

Sd/-

(Rameshchandra T, Mistry) Chairman And Director


Jun 30, 2008

Dear Shareholders,

The Directors have pleasure in presenting herewith the 16th Audited Annual report of your Company for the financial year ended on 30th JUNE, 2008.

FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees) Particulars. For the Year For the Year Ended on Ended on 30/06/2008 30/06/2007

Gross Income 0.00 0.00

Total Expenses 1,02,472 99,756

Profit/(loss Before Depreciation Tax 1,02,4721 (99,7561)

Provision for Tax NIL NIL

Net Profit / [Loss] for the Year (1,02,472) [99,756]

Deferred Tax Assets 0.00 0.00

[previous year liabilities]

Net Loss for the Year. [1,02,472] [99,756]

Previous year Balance B/f. [26,28,854] [25,29,098]

Total Loss Transferred to Balance Sheet. [27,31,326] [26,28,854]

DIVIDEND

As your company has incurred a net loss during the year under review and due to Accumulated loss of the previous year does not permit your directors to declare any amount as dividend to be paid.

UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the , provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year Company has not earned any income by way of turnover and other income. After all Administrative Expenditure and Depreciation of Rs 1,02,472/- (Previous year Rs. 99,756/-) the company has suffered a gross operational loss of Rs. 1,02,472/- (Previous year gross loss of Rs.99,756/-). After making necessary adjustments for Deferred Tax, Fringe Benefit tax, Your Company had suffered a Net loss for the year which is transferred to balance sheet is Rs.27,31,326 /- [Previous year loss of Rs.26,28,854/-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has no any settlement/liquidation of Financial Liabilities It is not a sick company as per audited balance sheet for the current year.

FUTURE BUSINESS PLANS

Board of Director of your Company has planning to grow business in manufacturing and selling activities As the company has incurred loss your Director are thinking to start. about new business..

DEMATERIALISATION OF SECURITIES

Your Company's equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharepro Services (India) PVt Ltd. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 025D01013.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report m Annexure-A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act- 1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

Mr. Dharmeshkumar Rameshchandra Mistry, shall retire by rotation at the ensuing Annual General Meeting as provisions of Law. He is eligible for reappointment as director and has offered herself for directorship of the company.

DIRECTORS'RESPONSIBLITY STATEMENT

Pursuant to the provision contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(A) That in the preparation of the annual accounts, all accounting standards has been followed and no material departure has been made from the same;

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

(C) That they have 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 for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. Deepak C. Gandhi & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under section 224(1B) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the statutory Auditors M/s. Deepak C. Gandhi, Chartered Accountants from to time to time.

AUDITORS OBSERVATION

There was no adverse remark by Auditor In the auditor Report of the company. However notes to the Accounts itself are clarificatory and self explanatory in the nature.

FORMATION OF AUDIT COMMITTEE

The present Board of Directors of the Company is not in compliance with the provisions of Section 292A and the Clause 49 of the Listing Agreement. Even though, however, in order to make part compliance to the" Provisions of Section 292A of the Companies Act 1956 and clause 49 of the Listing Agreement on Corporate Governance, your directors have already formed an Audit Committee within the organization consisting of 2 directors, an advisor [Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (l)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are not being given as the Company was totally non operational during the year. In fact there were no commercial business activities, manufacturing activities, no sale or purchase of material etc. during the year. Hence, are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE :28th August, 2008 On Behalf of the Board of Directors

PLACE: Godhara. Of Heera Ispat Limited

Sd/-

(Rameshchandra T. Mistry)

Chairman And Director

Find IFSC