To,
The Members,
Heera Ispat Limited
Dear Shareholders,
Your directors have pleasure in presenting herewith the 32nd
Audited Annual Report for the year ended on 31st March, 2024 of your Company.
FINANCIAL RESULTS:
The Financial performance of the company during the year is as under:
(Amount Rs.in Thousands)
PARTICULARS |
FOR THE YEAR ENDED ON 31/03/2024 |
FOR THE YEAR ENDED ON 31/03/2023 |
Revenue from Operations |
NIL |
NIL |
Other Income |
NIL |
NIL |
Total Income including
Depreciation and Amortization |
NIL |
NIL |
Total Expenses |
638.99 |
10.68 |
Profit Before Exceptional
Items and Tax |
-638.99 |
-10.68 |
Exceptional Item |
-1000.00 |
38.71 |
Tax Expenses |
0 |
0 |
Deferred Tax |
0 |
0 |
Provision for FBT. |
0 |
0 |
Profit / (Loss) After Tax.
Transferred to Reserve and Surplus in Balance Sheet. |
-1638.99 |
28.03 |
Net Earnings per share. |
-0.28 |
0.48 |
Reserve And Surplus |
-970.97 |
-581.60 |
OPERATIONAL OVERVIEW:
During the year the company was not engaged in any commercial business
operations of Manufacturing, Trading or providing services. The Revenue from such
operations during the year is NIL. The Company has incurred an expenditure in the nature
of General Administrative Expenses of Rs. 638.99 Thousand. Hence, the company has incurred
a net operational loss of Rs. 638.99 lacs which was Rs. 1068.08 Thousands in the previous
year. However, the company has reversed its Long term Investment Losses (Impairment Losses
of Rs. 71.62 Lacs and after making necessary adjustments for conversion of Long term
investments loss of Rs. 33.9 lacs, thus total Impairment losses of Rs. 38.71 lacs is
accounted for as an Exceptional Item which was earlier provided Please refer to note nu.
15 titled Exceptional Items in the audited balance sheet attached.
DIVIDEND:
In the view of accumulated and carried forwarded losses your Directors
have not recommended any amount to be paid as Dividend to shareholders.
PERFORMANCE:
The company has made net Loss of Rs. 1638.99 Thousands after necessary
adjustments in earlier years financial loss in the previous year. This is due to mainly
non operation of any type of commercial business activities in the company during the
year.
DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES:
The company does not have holding or subsidiary companies during the
year and no other company has become holding / subsidiary/ joint venture. There as no
investments of more than 20% in any other body corporate by the company Hence there was no
Associate / Group Companies.
SHARE CAPITAL STRUCTURE:
During the year under review there were no changes in the Authorized,
Issued, Subscribed and Paid-up Share Capital Structure of the Company.
FIXED DEPOSIT:
The Company has not invited nor accepted any public deposit during the
year under review and no amount against the same was outstanding at the end of the year.
REGULATORY STATEMENT:
In conformity with Regulations of SEBI (Listing Obligation and
Disclosure Requirement)2015, the Cash Flow Statement for the year ended 31.03.2024 is
annexed hereto. The equity shares of the Company are listed on the BSE Ltd. The Company
has paid listing fees for the year 2023-24 to BSE.
After closure of the Financial Year the B S E Ltd has sent an e.mail to
the company informing that it has imposed a financial penalty (Inclusive of GST) of Rs.
53.91 Lacs for late compliance/ non compliance of certain Reulations/ clauses of SEBI
(LODR) 2015. However, the company has made necessary application in prescribed format by
paying penalty waiver fees to BSE Ltd for reduction/ waiver of some of the penalties which
are exorbitant or wrongly calculated and the company is not in a financial position to pay
such huge amount of penalty. The application is at the active stage of consideration of
BSE Ltd. The management is hopeful of substantial reduction in this huge amount of penalty
imposed. Further the management is also in search of some financial arrangements to pay
off such penalty in time.
CORPORATE GOVERNANCE:
The Company's Total paid up equity share capital is less than Rs. 10
crores and its total Net worth is less than Rs. 25 crores, Hence, the Company is being
treated as Small Company and as such as per SEBI (LODR) 2015 Regulation Number: 15(2) your
company is exempt from making compliance with Regulations No. 17 to 27, Clause- B to I of
Sub Regulation 2 of Regulation 45 and Para C, D and E of
Schedule V. Accordingly, except the statement on" Management
Discussion and Analyses Report," your
Directors have though formed the sub-Committees of the Board as per
requirements of Corporate Governance and they are operational, however, no detailed Report
on Compliance with Conditions of Corporate Governance report are given here with. The
Company is exempted from providing report on Corporate Governance in accordance with
regulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015.
INTERNAL AUDITOR:
Considering very minimum financial transactions in the company just to
meet the routin Administrative expenses, the Company has not appointed an Independent firm
of Chartered Accountants to act as an Internal Auditor as per suggestion of auditors and
recommendation of the Audit Committee in order to strengthen the internal control system
for the Company. The Board will appoint an Internal Auditors as and when it deem fit and
proper considering the adequate number of business, commercial operations and more
financial transactions of varied nature.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your
Company.
DEMATERIALISATION OF SECURITIES:
Your Company's Equity shares are admitted in the System of
Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed
tripartite Agreement through Registrar and Share Transfer Agent M/s Skyline Financial
Services Pvt. Ltd. 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 2024 were 54,47,200 which constitute 92.59% of total
capital. Your directors request all the shareholders to dematerialize their shareholding
in the company as early as possible.
DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF
THE COMPANIES ACT, 2013:
The Company has not entered into related parties' transactions for
sale/purchase of goods or services at preferential prices. However, all the transactions
in the nature of sales/purchase of goods or services are made on arm's length basis. The
same were reported to the Board at every meeting and Board took a note of the same and
approved. Other details for inter corporate financial transactions or remuneration and
other benefits paid to directors, their relatives, key managerial personnel etc. are given
in the notes to the accounts as per requirements of AS 18. Company has formulated various
other policies such as Evaluation of Board Performance Policy etc. All such policies were
documented and adopted by the Board in its meeting.
As the Company is loss making one, the provisions related to CSR is
presently not applicable to the Company.
Regarding Performance Review of each of the member of the Board and
also the performance of the various Committees and the Board, the Company has adopted the
Model Code of Conduct for Independent Directors, Key Managerial Personnel as prescribed in
Schedule IV to the Companies Act, 2013 and also as prescribed in the SEBI (Insider
Trading) Regulations. The Company strictly follows the procedure to obtain necessary
timely declarations from each of the directors and key managerial personnel.
Management's Discussion and Analysis Report:
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
separately in Corporate Governance Report.
DEPOSITS:
The company has not invited or accepted any Deposit, Loans or finance
from the public in violation of section 73(1) of Companies Act 2013 or any rules made
there under.
DIRECTORS:
Mr. Dinesh S. Rao a Managing Director will retire by rotation at the
ensuing Annual General Meeting as per provisions of Law. He is eligible for Reappointment
and offers himself for reappointment.
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES
ACT, 2013:
During the year under review the Company has not made any inter
corporate loans, investments, given any corporate guarantee to any other body corporate,
subsidiary, associate or any other company.
DETAILS OF THE BOARD AND GENERAL MEETINGS HELD AND ATTENDANCE OF
DIRECTORS AT THE MEETINGS:
During the year, the company held total 6 Board meetings on 05/05/2023,
14/07/2023, 14/08/2023, 10/11/2023, 27/01/2024, 14/02/2024. All the Directors were present
at all the board meetings to consider various businesses and pass necessary resolutions.
The 31st Annual General Meeting of the Company was held on 21st
September 2023 in physical mode.
The Company has disclosed all the material information to the stock
exchanges and the Registrar of Companies Office in time as per requirements of law and
SEBI (LODR) 2015.
Directors present at the Meeting of board:
Names of Director |
05/05/2023 |
14/07/2023 |
14/08/2023 |
10/11/2023 |
27/01/2024 |
14/02/2024 |
DINESHKUMAR S RAO |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
ALPESH KIRITBHAI PATEL |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
RADHESHYAM RAMPAL PATEL |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
PRAKASH N SHAH g e |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION: AUDIT
COMMITTEE:
The audit committee of the Board of Directors is as under:
Sr. no. Name of Director / Member
of Audit Committee |
Designation in committee |
No. of
Meeting
Attended |
Dates of Committee Meeting |
1. ALPESH KIRITBHAI PATEL |
Chairman |
6 |
05/05/2023, 14/07/2023,
14/08/2023, 10/11/2023, 27/01/2024, 14/02/2024 |
2. RADHESHYAM RAMPAL PATEL |
Member |
6 |
05/05/2023, 14/07/2023,
14/08/2023, 10/11/2023, 27/01/2024, 14/02/2024 |
3. PRAKASH N SHAH |
Member |
6 |
05/05/2023, 14/07/2023,
14/08/2023, 10/11/2023, 27/01/2024, 14/02/2024 |
(A) FUNCTION OF AUDIT COMMITTEE:
The audit Committee is headed by Alpesh K. Patel as Chairman. He has
more than 30 years of Construction experience. He is further assisted by one non-executive
independent directors namely Radheshyam R Patel and by Whole Time Director & CFO Mr.
Prakash N. Shah. He has thorough knowledge of working, usage and accounting for financial
transactions as per requirements of Companies Act and the Stock Exchange requirements.
The Committee meets at least once every quarter and prepares its
minutes on the proceedings and business discussed and transacted. The Committee reports to
Board of Directors. All committee reports and minutes are placed before the Board in all
its meetings for information, guidance, directions and record keeping. In addition, the
Committee also reviews the internal control systems operating within the organization and
obtains guidance from the statutory auditors and other professionals of corporate repute
from time to time to make timely compliances and payment of statutory dues.
(B) ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE:
The Committee acts as a bridge between the Statutory Auditors and the
Board of Directors of the Company. It is authorized to select and establish accounting
policies, review reports of the Statutory Auditors and meet with them to discuss and
deliberate their suggestions, findings and other related matters. Further, the committee
is authorized to, inter alia, monitor, review and evaluate the Auditor's independence,
performance and effectiveness of the audit process, overseeing of the Company's financial
reporting process and the disclosure of its financial information, and review the
quarterly, half yearly and annual financial statements before submission to the Board for
approval.
Further the committee is liable to examine the financial statements and
the Auditors' Report thereon, approve transactions of the Company with its related parties
including consequent modifications thereof, grant omnibus approvals subject to fulfillment
of certain conditions, analyze inter-corporate loans and investments, valuation of
undertakings or assets of the Company wherever it is necessary. Further, it is also
empowered to review the Management Discussion and Analysis of financial condition and
results of operations and statement of significant related party transactions. It also
looks into any other matter as referred to it by the Board of Directors from time to time.
Generally, all the items stated in Section 177(4) of the Companies Act,
2013 and Point A of Part C of the Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are covered under the roles of the Audit
Committee. The Audit Committee has been granted powers as prescribed under provisions of
the Regulation 18(2)(c) of the aforesaid Regulations and reviews all the information as
prescribed in Point B of the Part C of the Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
STAKEHOLDERS RELATIONSHIP COMMITTEE (FORMERLY SHAREHOLDERS'/INVESTORS'
GRIEVANCE COMMITTEE:)
(A) TERMS OF REFERENCE:
This committee looks into investor complaints if any, and redresses the
same expeditiously. Beside the committee approves allotment, transfer & transmission
of shares, debentures, any new certificates on split \ consolidation \ renewal etc. as may
be referred to it by the Board of Directors. In addition, the committee also looks in to
compliance with stock exchange listing agreement and circulation of shareholder and
general public interest information through proper media and stock exchanges from time to
time.
(B) FORMATION:
The Shareholders'/Investors Grievance Committee presently comprise all
Non-Executive Directors. During the year the Committee held 12 meeting (Last Saturday of
every month) The Attendance of Members at the Meeting was as follows:
Sr. no. Name |
Type |
No. of Meeting Attended |
1. ALPESH KIRITBHAI PATEL |
Chairman |
12 |
2. RADHESHYAM RAMPAL PATEL |
Member |
12 |
3. PRAKASH N SHAH |
Member |
12 |
(C ) FUNCTIONS OF INVESTORS SERVICES COMMITTEE:
The company has merged in this committee its earlier committee of share
Transfer. This Committee looks in to all aspects related to Shares, Bonds Securities and
retail investors. The committee also looks after the dematerialization process of equity
shares. The Committee is also empowered to keep complete records of shareholders,
statutory registers relating to shares and securities, maintaining of the complete record
of share dematerialized, and complaints received from investors and other various
agencies.
The committee meets every month to approve all the cases of shares
demat, transfer, issue of duplicate and resolution of the investors' complaints,
submission of information to various statutory authorities like NSDL / CDSL, SEBI, stock
Exchanges, Registrar of companies periodically. Other roles duties powers etc. have been
clearly defined in line with the Regulation 20 of listing obligation and disclosure
requirement rules of SEBI and kept flexible by the Board from time to time.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee comprises all 3 independent
Directors which are as under:
Sr. no. Name |
Type |
No. of Meeting Attended |
1. ALPESH KIRITBHAI PATEL |
Chairman |
1 |
2. RADHESHYAM RAMPAL PATEL |
Member |
1 |
3. RAJESH SUTARIA |
Member |
1 |
(A)TERMS OF REFERENCE:
The remuneration committee comprises of all non-executive independent
directors.
(i) To ascertain the requirements of and appointment of Key Managerial
personals.
(ii) To prescribe rules, regulations, policy, requirements of
qualifications and experience of key managerial personnel.
(iii) To decide the terms of conditions of employment and
responsibilities, authorities of all executive directors, Managing Director and to ensure
that they discharge their duties diligently and report to Board regularly.
(iv) To fix the remuneration payable to Managing Director, Executive
Director, Whole Time Directors.
(v) To decide on distribution of profits as commission amongst various
executive and non-executive directors.
(vi) To design, frame and make policy for remuneration payable for key
managerial personnel and up to 3rd rank departmental heads by way of issue of shares as
ESOP or stock options or otherwise including to provide staff loans/ advances to subscribe
to any ESOPs or Stock options by employees of the company.
Further except the cash reimbursement of actual expenses incurred by
directors, no other benefits in the form of stock options or ESOP etc. are being offered
to any directors of the Company or to any key managerial personnel for the year. As the
company has long overdue accumulated losses in its books of accounts; it is not paying any
sitting fees or commission of net profit or any other remuneration in kind to any of its
directors. The Company does not have any key managerial personnel receiving remuneration
of more than Rs. 200,000/- Per Month. The company is regular in labor compliances and
payment of statutory labor dues with relevant authorities in time.
Other function roles duties powers etc. have been clearly defined in
line with the Regulation 19 of listing obligation and disclosure requirement rules of SEBI
and kept flexible for medication by the Board from time to time.
NUMBER OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:
Name of the Committee |
No. of Meeting held |
Board Of Directors |
6 |
Audit Committee of Board |
6 |
Nomination Remuneration
Committee |
1 |
Stakeholders Relationship
Committee (Formerly Shareholders' /Investor Grievance Committee) |
12 |
DECLARATION BY 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 lacs 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 I\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.
(vi) All the Independent Directors are not Registered on the Website
www.independentdirectorsdatabank.in and none of them have passed the requisite
qualification to become an Independent Director. However, they were appointed as such
prior to the date of coming in to notification in this behalf.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of section 134 Clause (C) of Sub-Section (3) of the Companies
Act, 2013, in relation to financial
statements for the year 2015-16, the Board of Directors state:
a) In the preparation of the annual accounts for the financial year
ended 31st March 2024, as far as possible and to the extent, if
any, accounting standards mentioned by the auditors in theirreport as not complied with,
all other applicable accounting standards have been followed along with proper explanation
relating to material departure;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and profit and loss account of the Company for that period;
c) The Directors 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 and for preventing and detecting fraud and
other irregularities;
d) The Directors have prepared the annual accounts on a going concern
basis; and
e) The directors in the case of a listed company had laid down internal
financial controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively.
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1):
In compliance with Section 178 (1) as also in compliance with
applicable Regulations of SEBI (LODR),
2015 the Board of Directors does hereby declare that:
a. The Company has proper constitution of the Board of
Directors including independent directors in proportion as per requirement of SEBI (LODR),
2015. Except that it has not appointed a Woman Director in the Company.
b. The Company has constituted Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Audit Committee as per requirements of the SEBI
(LODR), 2015and provisions of the Companies Act 2013.
c. The Company has the policy for selection and appointment of
independent directors who are persons of reputation in the society, have adequate
educational qualification, sufficient business experience and have integrity & loyalty
towards theirduties.
d. The Company has policy to pay managerial remuneration to its
Managing/Whole Time Directors based upon their qualification, experience and past
remuneration received by them from their previous employers and company's financial
position.
e. The Independent Directors are not paid sitting fee.
f. The Company is not paying any commission on net profits to any
directors.
g. During the year the Board has met 6 times during the year. The
details of presence of every director at each meeting of the Board including the meetings
of the Committees, if any, are given in this report as mentioned elsewhere.
SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS
AND COMMITTEES AND INDIVIDUAL DIRECTORS
1. The Board makes evaluation of the effectiveness and efficiency of
every individual director, committee of directors, independent directors and board as a
whole.
2. For these purposes the Board makes evaluation twice in a year on a
half yearly basis.
3. The performance of individual directors is evaluated by the entire
Board, excluding the Director being evaluated on the basis of presence of every director
at a meeting, effective participation in discussion of each business agenda, feedback
receives from every director on draft of the minutes and follow up for action taken
reports from first line management.
4. Effectiveness and performance of various committees are evaluated on
the basis of the scope of work assign to each of the committees, the action taken by the
committees are reviews and evaluated on the basis of minutes and agenda papers for each of
the committee meetings.
5. The performance of independent directors is evaluated on the basis
of their participation at the meetings and post meeting follow up and communication from
each of such independent directors.
PARTICULARS OF THE EMPLOYEES:
Particulars of the employees as required under provisions of Section
197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 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 Rs.
8,50,000 per month during the year or Rs. 1.2 Cr. per annum in the aggregate if employed
for a part of the year.
AUDITORS:
STATUTORY AUDITORS:
The Board of directors had already appointed M/s. Dhrumil A Shah &
Co., Chartered Accountants, Ahmedabad for the next term of 5 years i.e. from 01/04/2023 to
31/03/2028 and to hold the office as such from the date of conclusion of 31st
AGM up to the date of conclusion of 36th AGM of the Company. The new auditors
have given their consent in writing under section 139 on 31st July 2023.
Your directors recommend to pass the resolution at the ensuing AGM with
requisite majority.
So, the Board has ratified the Appointment of Statutory Auditors of the
Company for the Financial Year 2024-2025.
SECRETARIAL AUDITOR:
The Company has appointed M/s. J D KHATNANI & ASSOCIATES. as the
secretarial auditor for the financial year 2023-24. They have given their report in the
prescribed form MR-3 which is annexed to this report as an ANNEXURE A.
COST AUDITORS:
The Company is not engaged in any type of manufacturing activities of
the products which requires its cost records to be audited and is also not coming within
the perview of maintaining the cost records for manufacturing activities. Hence, no cost
auditors are to be appointed.
STATUTORY INFORMATION:
The Information required to be disclosed in the report of the Board of
Directors as per the provisions of Section 134 of the Companies Act-2013 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 are not
applicable to the company. As Company is not manufacturing any product or providing any
services. As there was no commercial business activities during the year, the Company has
not Earned any foreign Exchange nor it has incurred any foreign exchange expenses.
MATERIAL CHANGES / INFORMATION:
1. No material changes have taken place after the closure of the
financial year and up to the date of this report which may have substantial effect on the
business and financial of the Company.
2. No significant and material orders have been passed by any of the
regulators or courts or tribunals impacting the going concern status and companies
operations in future.
AUDITORS OBSERVATIONS:
The statutory auditors have expressed in their report that the
company's entire networh has been eroded and it has no sufficient cash flow. It has
already sold its real estate like Factory buildings, plant and machineries and other
assets. There is a considerable ground and doubts about the continuing the business
operations in future. However, the company has continued to account its financial
transactions on going concern basis.
The Management is hopeful of starting trading in Iron, Steel and such
other construction materials products on credit terms as its directors have good
reputation in the market and personal contacts. They are also exploring opportunity to
raise further funds through further issue of shares or other securities to prospective
investors or any proposed joint venture partner in the company. Considering this fact the
management has continued to account its financial transactions on going concern basis.
The Secretarial Auditors have made their observation in their report as
under:
However, the Non-Executive Non-Promoter Independent Directors Mr.
Alpesh K Patel and Mr. Radheshyam Rampal Lodh, have not yet registered as an Independent
Director on MCA Website as well as they have also not passed the requisite qualifying test
to become an independent Director. However, they were already appointed as such prior to
the date of coming in to force of the Notification requiring Independent Directors to pass
the qualifying examinations.
We further report that the website of the Stock Exchange BSE Ltd still
shows following persons as Directors/ KMP, even though they are as on date not the
directors or KMP of the Company. The Company needs to take adequate steps to update BSE in
this regard. Company is non Compliant in various Regulations Under SEBI (LODR)
REGULATIONS, 2015 and Companies Act 2013.
Mr. Ramesh Mistry Chairman and Director (Name to be removed from BSE
Website)
Ms. Trupti Dhaval Jain, Woman Director (Name to be removed from BSE
Website)
Mr Ramanugrah Singh, Non Executive Independtn Director (Name to be
removed)
Mr Suhag Vijaykumar Shah, Chief Financial Officer (Name to be removed).
Mr. Harsh Shah, the Company Secretary had resigned w.e.f. 04/02/2023.
The Company is yet to appoint a new company secretary in his place.
The Company's total networth is eroded. It has no sufficient financial
means to start and continue any business operations. It is as on date not able to afford
the salary of professional persons like Company Secretary and looking to present
conditions of the company no company secretaries are willing to come and join the company
at this stage. Regarding Non-Disqualification of Independent Directors, as they were
appointed prior to the date of new notification, and they are continuing as director.
Their term of office now expires at the next Annual General Meeting in the year 2023-24
AGM. Thereafter the company will appoint new adequately qualified directors as an
Independent Director. Regarding updation of websites of BSE and Company the management is
taking immediate steps to rectify and update the records to show the correct position as
early as possible.
APPRECIATION
Your directors place on records their sincere appreciation for the
valuable support and co-operation as received from government authorities, Financial
Institutions and Banks during the year. The Directors are also thankful for the support
extended by Customers, Suppliers and contribution made by the employees at all level. The
Directors would also like to acknowledge continued patronage extended by Company's
shareholders in its entire endeavor.
ANNEXURE-A FORM NO. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014]
To,
The Members,
HEERA ISPAT LIMITED CIN:L27101GJ1992PLC018101
I/we have conducted the secretarial audit of the compliance of
applicable statutory provisions and the adherence to good corporate practices by HEERA
ISPAT LIMITED (Hereinafter called the Company). Secretarial Audit was conducted in a
manner that provided me/us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon.
Based on my/our verification of the records of HEERA ISPAT LIMITED, books,
papers, minute books, forms and returns filed and other records maintained by the company
and also the information provided by the company, its officers, agents and authorized
representatives during the conduct of secretarial audit, I/We hereby report that in my/our
opinion, the company has, during the audit period covering the financial year ended on
31st March 2024 complied with the statutory provisions listed hereunder and
also that the company has proper Board-processes and compliances mechanism in place to the
extent , in the manner and subject to the reporting made hereinafter:
I/We have examined the books, papers, minute books, forms and returns
filed and record maintained by HEERA ISPAT LIMITED (CIN: L27101GJ1992PLC018101) for the
financial year ended on March 31, 2024 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulations) Act,1956 ('SCRA') and the
rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under;
(iv) Foreign Exchange Management Act,1999 and the rules and regulation
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings:(NOT APPLICABLE FOR THE YEAR UNDER REVIEW)
(v) The following Regulations and guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act') :-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeover) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Training)Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (NOT APPLICABLE FOR THE
YEAR UNDER REVIEW)
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008; (NOT APPLICABLE FOR THE YEAR UNDER REVIEW)
(f) The Securities and Exchange Board of India (Registrar to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client.
(g) The Securities and Exchange Board of India(Delisting of Equity
Shares)Regulations, 2009; NOT APPLICABLE FOR THE YEAR
(h) The Securities and Exchange Board of India (Buyback of
Securities)Regulations, 1998; (NOT APPLICABLE FOR THE YEAR UNDER REVIEW)
(vi) As stated in the Annexure - A - all the laws, rules,
regulations are applicable specifically to the company.
(Vii) No other major corporate events occurred during the year and
various compliances made by the Company with applicable Laws, Rules, Regulations, and
Listing Regulations.
I/We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India and applicable w.e.f July 01, 2015 or any amendment, substation, if
any, are adopted by the Company and are complied with.
(ii)The Listing Agreements entered into by the Company with The B S E
Limited and the provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015
During the period under review the Company has complied with the
provision of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that
The board of directors of the company is not duly
constituted with proper balance of executive directors, non -executives directors,
independent directors, and woman director. There was no
Change in the Constitution of the Board of Directors during the year
under review. Except Company has not Appointed Women Director and Company Secretary
Pursuant to Companies Act,2013 and Company has not Appointed Internal Auditors as per
Section 139 of the Companies Act,2013. However, the Non-Executive Non-Promoter
Independent Directors Mr. Alpesh K Patel and Mr. Radheshyam Rampal Lodh, have not yet
registered as an Independent Director on MCA Website as well as they have also not passed
the requisite qualifying test to become an independent Director. However, they were
already appointed as such prior to the date of coming in to force of the Notification
requiring Independent Directors to pass the qualifying examinations.
We further report that the website of the Stock Exchange BSE Ltd still
shows following persons as Directors/ KMP, even though they are as on date not the
directors or KMP of the Company. The Company needs to take adequate steps to update BSE in
this regard. Company is non-Compliant in various Regulations Under SEBI (LODR)
REGULATIONS, 2015 and Companies Act 2013.
Mr. Ramesh Mistry Chairman and Director (Name to be removed from BSE
Website)
Ms. Trupti Dhaval Jain, Woman Director (Name to be removed from BSE
Website)
Mr Ramanugrah Singh, Non Executive Independtn Director (Name to be
removed)
Mr Suhag Vijaykumar Shah, Chief Financial Officer (Name to be removed).
Mr. Harsh Shah, the Company Secretary had resigned w.e.f. 04/02/2023.
The Company is yet to appoint a new company secretary in his place.
We further report that the website of the Stock Exchange BSE Ltd still
shows following persons as Directors, even though they are as on date not the directors of
the Company. The Company needs to take adequate steps to update BSE in this regard.
Adequate notice is given to all directors to schedule the board
meetings, agenda and detailed notes on agenda were sent at least seven days in advance or
with consent of directors at a shorter notice, and a system exists for seeking and
obtaining further information and clarification on the agenda items before the meeting and
for meaningful participation at the meeting. Majority decision is carried through while
the dissenting members' views, if any, are captured and recorded as part of the minutes.
I Further report that there are adequate systems and processes in
the company commensurate with the size and operations of the company to monitor and ensure
compliances with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, in the company there
was no specific event / action that can have a bearing on the company's compliance
responsibilities in pursuance of the above referred laws, rules, regulations, guideline,
standards, except our observation as aforesaid paragraphs.
We draw the attention to the Report of the Statutory Auditors and
financial statements regarding
1. NON-Operations of any business activities and revenue
generation activities within the company during the Year.