To,
The Members,
The Board of Directors of the Company hereby present the Second (2nd)
Board's Report (post Corporate Insolvency Resolution Process (CIRP)) of your Company along
with the Audited Financial Statements for the year ended March 31, 2025.
CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) KEY
HIGHLIGHT:
M/s Asrec (India) Limited (who became the financial creditor in place
of Bank of India) filed a petition for initiation of Corporate Insolvency Resolution
Process ("CIRP”) against the Company, under Section 7 of the IBC Code and the
Company was admitted under CIRP in terms of the order passes by the Hon'ble NCLT,
Allahabad Bench vide its order dated March 31, 2023. In due course, Mr. Saurabh Chawla was
appointed as the Interim Resolution Professional of the Company and was confirmed as
Resolution Professional in the first meeting of the Committee of Creditors of the Company
("CoC”), held on April 27, 2023.
Under Section 17 of the Insolvency and Bankruptcy Code the management
of the affairs of the company shall vest in the erstwhile Resolution Professional. The
powers of the Board of Directors shall stand suspended and be exercised by the erstwhile
Resolution Professional.
Pursuant to the appointment, the Resolution Professional took various
steps in conformity with the provisions of the IBC Code towards the conduct of the CIRP
and management of the Company, including the invitation of a resolution plan in
consultation with the CoC and resolution plan submitted by the Palika Towns LLP
(“Resolution Applicant”), was approved by the CoC in its meeting held on October
20, 2023 and has been approved by a Hon'ble NCLT, Allahabad Bench, vide Order dated April
17,2024.
The implementation of resolution plan is under the supervision of
Implementation and Monitoring Committee constituted in accordance with approved Resolution
Plan comprising the nominee representing Financial Creditor/s and one nominee from
Resolution Applicant along with Resolution Professional. Aforesaid Committee is
supervising the compliances as per the terms of the Resolution Plan till such time the
Resolution Plan is fully implemented.
Approved resolution plan along with the order of Hon'ble NCLT approving
the Resolution Plan is hosted on website of Company at and the same is also intimated to
the Stock exchange BSE Ltd.
FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS
In compliance with the provisions of the Companies Act, 2013 ('Act'),
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing
Regulations') the Company has prepared its financial statements as per Indian Accounting
Standards (Ind AS) for the FY 2024-25. The highlights of the financial results of the
Company, extracted from the financial statements for the FY 2024-25 and previous FY
2023-24, are as under:
(Rs. in Hundreds)
| Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
| Net Revenue from Operations |
0.00 |
0.00 |
| Other Income |
11,390.70 |
70,629.79 |
| Total Revenue |
11,390.70 |
70,629.79 |
| Profit before Depreciation, Finance Charges
and Tax |
(1,97,748.42) |
69130.25 |
| Finance Costs |
7,02,711.47 |
0 |
| Depreciation & Amortization Expense |
26,579.69 |
38,994.56 |
| Exceptional Items |
(45,06,369.37) |
0 |
| Profit Before Tax |
(54,33,408.95) |
30,135.69 |
| T ax Provision |
|
|
| - Current |
0 |
0 |
| - Deferred |
0 |
0 |
| Profit After Tax |
(54,33,408.95) |
30,135.69 |
| Other Comprehensive Income |
0 |
0 |
| Total Comprehensive Income |
0 |
0 |
DIVIDEND
In view of the operating loss incurred, the Directors does not
recommend any dividend for the year under review.
RESERVES AND SURPLUS
Due to loss incurred during the year under review, there was no
transfer of any amount to Reserves for the financial year ended on March 31, 2025.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the period under review there is no change in the nature of
business of the Company. However, after the closure of Financial Year the Company has
changed its Main Objects to real estate developer and civil engineering related services
and accorded shareholders' consent through Postal Ballot. The Amended Memorandum of
Association with Altered Articles of Association are also available on the Company's
website at https://www.harigcrankshafts.com .
FUTURE OUTLOOK
Your Company was primarily involved in the business of high-quality
automotive crankshafts designed for a variety of vehicles, including cars, light
commercial vehicles, trucks, and earth- moving equipment. Since the operations of the
company was shut from FY 2011.
Pursuant to the Resolution Plan submitted by the Palika Towns LLP was
approved by the majority members of Committee of creditors and Hon'ble NCLT, Allahabad
Bench, on October 20, 2023 and April 17, 2024 respectively. Further the Approval of
Members were received in the Extraordinary General meeting of the Company held on 7th
December, 2024 to sell the undertaking of the Company comprising of land and building
situated at C49,Noida Phase-II, Noida, Gautam Budh Nagar, Uttar Pradesh-201305 over a
total area of 22,343.10 sq. meter along with Plant & machinery situated thereat.
After the closure of financial year, The Company felt the need to
explore and diversify into a new area of business activity. Consequently, the company has
passed the necessary resolution(s) though postal ballot to change the main object of the
company to real estate developer and civil engineering related services more particularly
prescribed in drafted MOA available on the website of the Company.
www.harigcrankshafts.com
SHARE CAPITAL
The issued and paid-up Share Capital of the Company was Rupees
50,00,00,000/- and Rupees 10,50,00,000/- respectively at the end of the financial year
2024-25.
There were no instances of issue of shares with differential voting
right, buy back of shares or bonus issues of shares during the year.
During the year under review, in terms of the above referred approved
resolution plan , the existing equity shareholders other than promoters issued new shares
proportionality to extent of new paid up equity as tabulated below. The promoter
shareholding having 4,66,26,352 representing about 11.82% of total shareholding was
written off and remaining shareholders holding 34,77,63,438 shares were written down to
new shareholding 5% of post-paid equity. The existing non-promoter or public shareholders
issued fresh equity 5,25,000 of face value 10/- proportionately to their holding at par.
The Resolution Applicant infused fresh share money of INR 9.975 Crores
for face value of INR 10/-. The share issued paid capital post new restructuring is INR
10.50 Crores and shareholding patter is as follows:
| Shareholders
Category |
Fresh No of shares face value of INR 10.00/ |
Amount (INR) |
% of total equity |
Comments |
| Existing
sharehoiders(Pubiic) |
5,25,000 |
52,50,000 |
5% |
Write-down of existing and issuance of fresh
equity to all shareholders proportionally other than promoters. |
| Palika Town LLP |
99,75,000 |
9,97,50,000 |
95% |
Fresh Equity |
| Total |
1,05,00,000 |
10,50,00,000 |
|
|
As stated above, the Board of Directors of the Company at their meeting
held on July 15, 2024, issued and allotted 1,05,00,000 equity shares of Rs 10 each and in
order to give effect to the allotment, the existing authorized share capital stands
changed from Rs 50,00,00,000 divided 50,00,00,000 equity shares of Rs. 1 each to Rs.
50,00,00,000 divided into 5,00,00,000 of Rs. 10 each.
DEPOSITS
During the year under review, the Company has not accepted any deposits
from public within the meaning of Section 73 to 76 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014 or any other applicable provision(s),
if any.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING
THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and date of this
report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company's Board have optimum combination of executive and
non-executive directors which is in conformity with Section 149 of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 with
considerable experience and expertise across a range of fields such as finance, accounts,
general management and business strategy. The details of the directors and their meetings
held during the year have been given in the Corporate Governance Report, which forms part
of the Annual Report.
CHANGES IN DIRECTOR AND KMP
Appointment of Directors
• Mr. Manoj Agarwal (DIN: 00093633) was appointed as a Managing
Director of the Company w.e.f May 17, 2024. His appointment was subsequently approved by
the shareholders of the Company at the 1st AGM post CIRP on December 30, 2024.
• Mrs. Pragya Agarwal (DIN: 00093526) was appointed as a
Non-Executive Non-Independent Director of the Company w.e.f May 17, 2024. Her appointment
was subsequently approved by the shareholders of the Company at the 1st AGM post CIRP on
December 30, 2024.
• Mr. Lalit Kumar (DIN: 07990864) was appointed as a Non-Executive
Independent Director of the Company w.e.f May 17, 2024. His appointment was subsequently
approved by the shareholders of the Company at the 1st AGM post CIRP on December 30, 2024.
• Mr. Rajveer Singh (DIN: 08854539) was appointed as a
Non-Executive Independent Director of the Company on May 17, 2024. His appointment was
subsequently approved by the shareholders of the Company at the 1st AGM post CIRP on
December 30, 2024.
Change in Key Managerial Personnel:
• Ms. Komal Agarwal was appointed as Company Secretary and
Compliance Officer of the company with effect from July 15, 2024.
• Mr. Payas Agarwal was appointed as Chief Financial Officer of
the Company with effect from August 28, 2024.
• Ms. Komal Agarwal has resigned from the designation of the
Company Secretary and Compliance Officer of the Company with effect from the closing of
business hours of June 10, 2025.
• Ms. Ayushi Gupta was appointed as Company Secretary and
Compliance Officer of the Company with effect from August 20, 2025.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has, inter-alia, received the following declarations from
all the Independent Directors confirming that:
• they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing
Regulations. There has been no change in the circumstances affecting their status as
Independent Directors of the Company;
• they have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act; and
• they have registered themselves with the Independent Director's
Database maintained by the Indian Institute of Corporate Affairs.
The Independent Directors have also confirmed that they are not aware
of any circumstance or situation that exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence.
The Board has taken on record the declarations and confirmations
submitted by the Independent Directors after undertaking due assessment of the veracity of
the same. In the opinion of the Board, all Independent Directors possess requisite
qualifications, experience, expertise and hold high standards of integrity required to
discharge their duties with an objective independent judgment and without any external
influence. List of key skills, expertise and core competencies of the Board, including the
Independent Directors, forms a part of the Corporate Governance Report of this Annual
Report.
INDEPENDENT DIRECTORS' MEETING
As per Section 149, Schedule IV of the Companies Act, 2013, and Rules
made thereunder, read with the Listing Regulations, the Independent Directors of the
Company met amongst themselves without the presence of Non-Independent Directors and
members of management. The details of the meeting are provided in the Corporate Governance
Report, which is part of this Annual Report.
ANNUAL PERFORMANCE EVALUATION
Pursuant to provisions of the Companies Act, 2013 & rules made
there under, the Board has carried out an annual performance evaluation of its own
performance, performance of the Directors individually as well as the evaluation of the
working of its committees.
BOARD MEETINGS
Post CIRP, all the board meetings were held in compliance with section
173 of the Companies Act, 2013 as the intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), 2015.
The Board unites at regular intervals to discuss and decide on
Company's business policies and strategies, apart from other agenda items. The Board met 9
(Nine) times during the year under review, details of which are given in the Corporate
Governance Report, which is part of this Annual Report. The maximum gap between any two
meetings did not exceed one hundred and twenty (120) days.
The Company has complied with the requirements prescribed under the
Secretarial Standards issued by the Institute of Company Secretaries of India on meetings
of the board of directors (SS- 1).
AUDIT COMMITTEE
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of
the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements),
Regulation, 2015, the Board has formed an Audit Committee w.e.f. 21.06.2024. The Audit
Committee comprises of Mr. Rajveer Singh (Chairman), Mr. Lalit Kumar and Mr. Manoj
Agarwal. The Board of Directors of the Company had accepted all the recommendations of the
Committee.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of
the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements),
Regulation, 2015, the Board has formed a Nomination and Remuneration Committee w.e.f
21.06.2024. The N&R Committee comprises of Mr. Rajveer Singh (Chairman), Mr. Lalit
Kumar and Mrs. Pragya Agarwal.
The policy of the company on director's appointment and remuneration,
including the criteria for determining qualifications, positive attributes, independence
of a director and other matters, as required under sub-section (3) of section 178 of the
Companies Act,2013 is available on company's website.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Board has in accordance with the provisions of Section 178(5) of
the Companies Act, 2013 and Regulation 20 of the Securities Exchange Board of India
(Listing Obligations and Disclosures Requirements) Regulation, 2015 constituted
Stakeholder Relationship Committee w.e.f 21.06.2024. The committee comprises of Rajveer
Singh (Chairperson), Manoj Agarwal and Mrs. Pragya Agarwal.
The Company Secretary of the Company is the Secretary of the Committee.
For further details about all the Committees of the Board of Directors
of the Company, please refer the Corporate Governance Report which forms an integral part
of this Annual Report.
SUBSIDIARY / ASSOCIATE & JOINT VENTURE
COMPANIES AND CONSOLIDATED FINANCIALSTATEMENTS
During the financial year under review, the Company was not having any
subsidiary or joint venture or associate company in terms of the provisions of the Act.
Hence, the Company is not required to prepare form AOC-1 with respect to performance of
subsidiary or joint venture or associate company.
STATUTORY AUDITORS
M/s M.B. Gupta & Co, Chartered Accountants (FRN: 006928N) were
appointed as the Auditors of the Company for one (1) term of 5 consecutive years for the
purpose of audit of the financial statements of the Company from FY 2021- 22 to FY
2025-26, at the first Annual General meeting of the members (post completion of Corporate
Insolvency Resolution Process).
AUDITORS' REPORT
The Auditors' Report read along with notes to accounts is
self-explanatory and therefore does not call for further comments. The Auditors' Report
does contain Qualified Opinion.
SECRETARIAL AUDITORS AND THEIR REPORT
In accordance with the recent amendments to the Listing Regulations,
the Board has recommended to the members for their approval, appointment of R&D
Company Secretaries, Practising Company Secretary, as the Secretarial Auditor of the
Company, for a term of 5 (five) consecutive financial years commencing from the financial
year 2025-26 to the financial year 2029-30.
The Board had appointed R&D Company Secretaries, Practising Company
Secretary, to conduct the Secretarial Audit of the Company for the financial year 2024-25.
The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed to
this Director's Report as Annexure- IV.
The Report does not contain qualification, reservation or adverse
remark except the Following:
1. The Company has appointed Mr Manoj Agarwal, Ms Pragya Agarwal, Mr
Lalit Kumar and Mr Rajveer Singh on 17th May, 2024. However, their appointments were not
approved by the shareholders within 3 months. There was contravention of Regulation
17(1C)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI LODR Regulations);
2. The Company has appointed Mr Manoj Agarwal as Managing Director on
17th May, 2024. However, their appointment were not approved by the shareholders within 3
months. There was contravention of Regulation 17(1C)(a) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);
3. The Company has approved its result for the quarter and year to date
ended 30th June, 2024 and 30th September, 2024 beyond 45 days i.e. in the meeting held on
14th February, 2025. There was contravention of Regulation 33(3)(a) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);
4. The Company has approved its annual audited financial results for
the financial year ended 31st March, 2024 beyond 60 days i.e. in the meeting held on 6th
December, 2024. There was contravention of Regulation 33(3)(a) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);
5. The Company has not filed the investors grievance statement for the
quarter ended 31st March, 2024. There was contravention of Regulation 13(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations);
6. The Company has not filed the Corporate Governance report for the
quarter ended 31st March, 2024. There was contravention of Regulation 27(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations);
7. The Company has not filed the Shareholding pattern for the quarter
ended 31st March, 2024 and 30th June, 2024 within 21 days from the end of quarter. There
was contravention of Regulation 31(1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR Regulations);
8. The Company has not filed the Reconciliation of Share Capital Audit
report for the quarter ended 31st March, 2024; There was contravention of Regulation 76 of
SEBI (Depositories and Participants) Regulations, 2018;
9. The Company has not filed the Related party transaction for the half
year ended 30th September, 2024. There was contravention of Regulation 23(9) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations);
10. The Company constituted its statutory Committees, namely the Audit
Committee, the Nomination and Remuneration Committee, and the Stakeholders' Relationship
Committee, on 21st June 2024. It was observed that from 1st April 2024 until 21st June
2024, the Company did not have these Committees in place, which is a non-compliance with
the requirements under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
11. In terms of Section 203 of the Companies Act, 2013, every listed
company is required to appoint whole-time Key Managerial Personnel (KMP), comprising at
least one Managing Director/Chief Executive Officer/Manager/Whole-Time Director, one Chief
Financial Officer, and one Company Secretary. The Company was not in compliance with the
said requirement from 1st April 2024. The Company has since regularized its position
through the following appointments:
S Mr. Manoj Agarwal as Managing Director with effect from 17th
May, 2024;
S Ms. Komal Agarwal as Company Secretary with effect from 15th July,
2024; and
S Mr. Payas Agarwal as Chief Financial Officer with effect from 28th
August, 2024.
There was a period of non-compliance between 1st April 2024 and the
respective dates of appointment of the above Key Managerial Personnel;
12. The Company appointed its Statutory Auditors for the audit of
financial statements for the period 2011-2024 only on 15th October 2024. Accordingly, the
Company failed to appoint Statutory Auditors in accordance with the provisions of Section
139 of the Companies Act, 2013 and the corresponding provisions of the Companies Act,
1956, resulting in non-compliance with the statutory requirement;
13. Certain statutory e-forms were not filed with the Registrar of
Companies within the prescribed timelines, resulting in non-compliance with the relevant
provisions of the Companies Act, 2013. The details of such delayed filings are as under:
S e-Form DIR-12 - 3 instances (events dated 17th April 2024, 21st
August 2024, and 27th November 2024)
S e-Form MR-1 - 1 instance
S e-Form MGT-14 - 4 instances (events dated 15th July 2024 - 2 forms,
6th December 2024, and 7th December 2024)
S e-Form SH-7 - 1 instance (event dated 15th July 2024 - 3 forms)
S e-Form MGT-15 - 1 instance (event dated 30th December 2024)
S e-Form AOC-XBRL -1 instance (event dated 30th December 2024)
S e-Form MGT-7 - 1 instance (event dated 30th December 2024)
Management Remark
Pursuant to the NCLT Approved Resolution Plan the new board of
Directors was appointed on 17 th May 2024. However, since the company was not
in operation since 2011, various post CIRP transitional challenges delay in
operationalizing certain statutory functions due to which the company could not hold the
EGM/AGM within the prescribed period. The allotment and reduction of shares is being done
by board of Director vide their meeting held on 15th July, 2024, However the
corporate actions of the same is being carried out by and approved by the CDSL/NSDL in the
month of November, 2024.
However the appointment of Mr. Manoj Agarwal, Ms Pragya Agarwal, Mr
Lalit Kumar and Mr Rajveer Singh was approved in the Annual General meeting of the company
held on 30th December, 2024.
However the appointment of Mr Manoj Agarwal as Managing Director was
approved in the Annual General Meeting of the company held on 30th December, 2024.
Due to a various change in the management and non-availability of
Financial Statements for the previous years of the Company, this has impacted company
ability to appoint an auditor in a timely manner resultant into delayed filling of
Annual/Quarter financial results
The Board of Directors being appointed on 17.05.2024 was responsible
for the prospective quarters/ yearly compliances.
The shareholding pattern for June24, quarter had filed delayed.
Due to a change in the management and non-availability of Financial
Statements for the previous years of the Company and other post CIRP transitional
challenges, which has impacted our ability to provide Related party transaction for the
half year ended 30th September, 2024.
M/s S.N. Nanda & Co., were appointed as statutory Auditors of the
Company by Resolution Professional during CIRP, however statutory Auditors resigned via an
email dated 31st July, 2024. Company has appointed M/s Rajat Associates for FY
2011-2012 to 2020-2021 and M/s M.B. Gupta & Co., from FY 2021-2022 to 2025-2026 on 15th
October 2024.
During the period under review the status of Company was Active
Non-Complaint which was subsequently changes to Active Complaint in the month of November,
2024 causing delayed form filling of necessary forms. Further, delay of other forms was
unintentional.
COST RECORDS
During the financial year under review, the requirement of maintaining
Cost Records under Section 148 of the Companies Act, 2013 are not applicable on the
Company.
NOMINATION & REMUNERATION POLICY
Post the Acquisition, based on the recommendations of the NRC, the
Board has approved and adopted a revised Remuneration Policy for Directors, Key Managerial
Personnel and all other employees of the Company (“Remuneration Policy”).
As part of this policy, the Company will strive to achieve alignment
between pay and long-term sustainable performance. The Remuneration Policy is available on
the website of the Company and can be accessed via.
https://www.harigcrankshafts.com/investors.html.
CORPORATE SOCIAL RESPONSIBILITY
During the financial year under review the Company was not covered
under the provisions of Section 135 of the Companies Act, 2013 related to Corporate Social
Responsibility.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year
under review, as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a separate section, forms part of this
Annual Report and marked as Annexure-I.
INTERNAL CONTROLS AND ITS ADEQUACY
The Audit Committee defines the scope and area of Internal Audit and
periodically reviews the Internal Audit Plans and Internal Audit Reports.
During the Financial Year, Internal Audit was regularly carried out and
no material weakness was observed. There are adequate Internal Financial controls with
reference to the financial systems. Those are periodically reviewed by the Management,
Board and Committees thereof.
The Company has designed and implemented an internal financial controls
system, taking into account the key components of various critical processes, both
physical and operational. This system includes design, implementation, maintenance, and
periodic internal reviews to ensure operational effectiveness and sustainability. These
controls ensure the orderly and efficient conduct of business, adherence to company
policies, safeguarding of assets, prevention of errors, accuracy and completeness of
accounting records, and timely preparation of reliable financial information. The internal
financial controls related to the financial statements are adequate and operating
effectively.
The Audit Committee of the Board regularly reviews the adequacy and
effectiveness of these internal controls, providing recommendations for improvements as
needed.
The Company believes that these systems provide reasonable assurance
that the Company's internal financial controls are adequate and are operating effectively
as intended.
RISK MANAGEMENT
The Company is under process of developing a robust risk management
framework, which identifies and evaluates business risks and opportunities and protect the
interest of the shareholders and stakeholders. In the meantime, any major risks identified
by the various functions are documented along with appropriate mitigating controls on a
regular basis.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The detailed statement about Vigil Mechanism is provided in Corporate
Governance Report which forms an integral part of this Annual Report.
The Whistle Blower Policy is available on the website of the Company at
www.harigcrankshafts.com/investors.html.
DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER
SECTION 186
During the financial year under review, the Company has not advanced
any Loan, Guarantee or made any Investment covered under the provisions of Section 186 of
the Act during the financial year.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2025 is available on
the Company's website and can be accessed at www.harigcrankshafts.com.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
During the financial year under review, the Company has no transaction
with related parties which is required to be reported under Section 134 (3) (h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information with regard to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, is not applicable to the company.
PARTICULARS OF EMPLOYEES
The disclosure related to remuneration of directors and employees as
required u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) & 5(2)/(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of
this report and marked as Annexure- II.
CORPORATE GOVERNANCE REPORT
A report on Corporate Governance forms part of the Annual Report as
required under Listing Regulations.
Compliance Certificate from Practicing Company Secretaries regarding
Compliance of Conditions of Corporate Governance Annexed with this Directors' Report and
marked as Annexure-III
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS
Save as otherwise provided in this report there were no significant
material orders other than Orders mentioned in this Report which would impact the going
concern status of the Company and its future operations were passed by the Regulators/
Courts/ Tribunals.
DIRECTORS RESPONSIBILITY STATEMENT
The Reconstituted Board of Directors acknowledges the responsibility
for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5)
of the Companies Act, 2013 and provisions of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015 and in preparation of annual accounts for the financial
year ended 31st March, 2025 and state that:
• in the preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards have been followed and there are no
material departures from the same.
• the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2025
and of the profit and loss of the Company for the year ended on that date.
• the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
• the annual accounts of the Company on a going concern basis.
• the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
• proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Post CIRP, the Company has complied with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has
in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the
provisions of the said Act. An Internal Complaints Committee has been set up to address
the complaints received regarding Sexual Harassment. The policy and the Internal
Complaints Committees announced to all staff and is available with HR Department.
Training/awareness programmes are conducted throughout the year.
SECRETARIAL STANDARDS
Post CIRP, the Company has complied with the applicable Secretarial
Standards as issued by the Institute of Company Secretaries of India (ICSI).
LISTING
The Equity Shares of your Company are listed on the BSE Limited (BSE).
During the financial year under review the trading/dealing in
securities of the Company was suspended by the Stock Exchange for violation of SEBI &
Stock Exchange Regulation. After the closure of financial year Exchange has issued notice
dated 1 July 2025 informing Revocation of Suspension in trading of Equity Shares of the
Company, further exchange issued notice dated 2 July 2025 informing trading members that
trade in securities is allowed w.e.f July 8, 2025.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, the Statutory Auditors and Secretarial
Auditors of the Company have not reported any frauds to the Audit Committee or to the
Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and
rules made thereunder.
STATEMENT ON MATERNITY BENEFIT ACT
During the period under review, company has complied with the
provisions of the Maternity Benefit Act. Post CIRP, Company has put necessary internal
systems and HR Policies. The Company also ensures that no discrimination is made in
recruitment or service conditions on the grounds of maternity.
OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/events happened on these
items during the year under review:
• Issue of equity shares with differential voting rights or sweat
equity or stock options.
• Fraud reporting by the auditors.
• Difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
ACKNOWLEDGMENT
Your Directors express their gratitude for the help, guidance and
support received from the Lenders, Committee of Creditors and Monitoring professional as
well as the statutory authorities. Your Directors and employees look forward to the future
with confidence and stand committed towards creating a mutually 'rewarding future for all
stakeholders.
|
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|
Sd/- |
|
Manoj Agarwal |
| Place : Noida |
Chairman & Managing Director |
| 6-22,26-32,46-58 |
DIN:00093633 |
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