Dear Members,

The Board of Directors are pleased to present the Company's Thirty Seventh (37^th) Annual Report and the Company's audited financial statements (standalone and consolidated) for the financial year ended March 31, 2018 ("year under review/ FY 2017-18").

Management Discussion and Analysis*

To avoid repetition of information, the Management Discussion and Analysis on performance of the Company is presented below.

FY 2017-18 was a landmark year due to implementation of much awaited Goods and Services Tax ("GST"). While sector experienced limited unfavourable impact early on due to roll out related disruptions, it gradually experienced steady recovery towards the end of the year. Your Company believes that this move has created a singular trading market across the country, creating an organised ecosystem under unified tax regime; expected to benefit both consumers and companies in the long run.

External Environment

1. Macroeconomic Condition

During the Financial Year 2017-18, the global economy continued its broad-based momentum and registered a growth of 3.8%, its strongest level since 2011, as more than half of the world's economies registered growth. Global manufacturing activity continued to grow on account of favourable financing conditions globally, accommodative policies, rising investor confidence and increase in commodity prices. Global economy was aided by rebound in global trade, investment recovery in advanced economies and continued growth in emerging Asia. Growth in advanced economies was driven by strong domestic demand and improved labour markets while emerging markets witnessed strong consumption and trade momentum. The United States of America ('US') witnessed a growth of 2.3% on the back of strong external demand, private investment and a weaker dollar. Demand was positively affected by the overhaul of the tax code in 30 years - the corporate income tax rate was slashed to 21% from 35% and taxes for households were also lowered. Strong domestic demand is also a recurring theme in Europe and Asia. Euro area registered a growth of 2.4%, which is almost 0.6% higher than previous year. Policy stimulus and strengthening global demand has contributed to this increase in growth. In Japan, strong domestic demand aided by recovery in consumer spending and investment helped achieve growth of 1.7%. Among the emerging and developing economies, China continued to maintain its growth rate at approximately 7%, aided by policy support and recovery in trade. Growth in India was 6.7% owing to consumption led growth influenced by Government policies and investments. Growth in Middle-East and sub-Saharan Africa was impacted by geo-political/ domestic conflicts. Overall, improved growth in US, Europe and other key regions more than offset the lower growth in other regions and helped sustain growth momentum.

2. Economic Outlook

According to International Monetary Fund ('IMF'), global growth is projected to rise to 3.9% in 2018 and 2019, closer to the long-term growth trend of 4%. The IMF estimates that the growth of more than 1.5% in 2017 in each of the world's seven biggest economies—the US, China, Germany, Japan, France, the UK and India— will provide an impetus to the world economy to achieve more robust growth in 2018. Advanced economies are expected to maintain their growth momentum in 2018. The US economy is projected by IMF to grow at a faster pace (2.7%) in 2018 aided by fiscal stimulus and policies. The euro area economic recovery has broadened across its member nations and is likely to be aided by rise in capex and consumption. Unemployment rate has reached its lowest level since 2009 and the European Central Bank ('ECB') is expected to keep interest rates unchanged and gradually scale back on asset purchases with an eye on economic growth. Among other key regions, China's GDP growth is likely to moderate to 6.5% in 2018 as the policy makers continue their efforts to promote quality growth. Supply side reforms through capacity cuts, rural revitalisation, urbanisation & housing reform and controlled pace of credit growth are likely to determine domestic demand and potential movement in commodity prices. As per IMF, India is expected to grow between 7.0% to 7.5% in Financial Year 2018-19 aided by rural development, infrastructure investment and expansion of manufacturing activity. Outlook for Middle-East and North Africa is gradually improving on the back of higher commodity prices. Structural issues though continue to pose a significant risk to the global growth cycle. While the supportive economic environment, policies and commodity prices are likely to aid growth in the short term, possible financial stress, increased protectionism and rising geopolitical tensions may pose as downside risks to growth. Further, restrictions by the US government on imports and other protectionist measures in Europe & other regions may disrupt global trade and investment adversely affecting global growth and sentiment. Also, high leverage levels among nations makes them financially vulnerable and any tighter financial conditions in US, Europe or China is likely to have adverse spill-over effect on global growth. Outcome of the Brexit negotiations is likely to impact the pace of recovery in UK as well as the Eurozone economy.

The following financial performance and analysis, details of various plants/segments is intended to convey the Management's perspective on the financial and operating performance of the Company at the end of Financial Year 2017-18. It should be read in conjunction with the Company's financial statements, the schedules and notes thereto and other information included elsewhere in the Integrated Report. The Company's financial statements have been prepared in accordance with Indian Accounting Standards ('Ind AS') complying with the requirements of the Companies Act, 2013 and guidelines issued by the Securities and Exchange Board of India ('SEBI'). Aspects on industry structure and developments, outlook, risks, internal control systems and their adequacy and material developments in human resources have been covered herein below.

Financial Performance and Analysis (Rs. In lakhs)

Notes:

(1) Effective July 1, 2017, Revenue is recorded net of GST, whereas earlier the same was recorded gross of excise duty which forms part of expenses. Hence, revenue from operations are not comparable with the previous period corresponding figures.

(2) Includes Other Income of Rs. 849.95 Lakhs (Previous Year Rs. 1763.03 Lakhs) and Finance income of Rs. 1237.65 Lakhs (Previous Year Rs. 1564.973 Lakhs).

Revenue

Your Company reported Revenue of Rs. 15,717.02 lakhs during the year, as against Rs. 28591.32 Lakhs in the preceding financial year and profit after tax was Rs. 980.96 Lakhs as against Rs. 936.75 Lakhs in the preceding financial year.

The Company has not been able to perform well during the year in terms of total sales turnover due to various factors like fluctuations in the exchange rate of US Dollar vis-a-vis Indian Rupee and volatile prices of iron and steel products and volatile market conditions prevalent in the steel sector throughout the year. However, in such an uncertain market environment in Iron and Steel industry, the management took cautious approach to the prevalent affairs and avoided any venturous business decision in the interest of the Company which resulted in increased profit margin of the unit. Moreover, the management hope that the trading unit will show an increase in terms of sales as well as profits in the coming years.

Operating Profit (EBITDA)

The Operating Profit of the Company, including other income and finance income is Rs. 1,460.89 Lakhs (previous year Rs. 1,860.22 Lakhs). The EBITDA margin is at 9.29% and the Company is continuously making efforts to improve the same.

Finance Cost

Finance cost during the year was Rs. 390.75 Lakhs (down from Rs. 786.69 Lakhs in previous year).

Depreciation and Amortization Expenses

During the year, depreciation and amortization expenses decreased to Rs. 45.33 Lakhs from Rs. 202.34 Lakhs in previous year, due to disposal of fixed assets of Steel and Power division during the year.

DETAILS OF VARIOUS PLANTS/ SEGMENTS:

Ship Breaking & Trading (Bhavnagar)

During the financial year 2017-18, ship breaking at Alang Ship Breaking Yard and Trading Unit have performed well. During the year under review, the sales turnover of Ship Breaking & Trading Unit has been increased by almost 29%. The management is of the view that, in the coming years the ship breaking industry will be stable and with expected boost in the economy the requirement of iron and steel will increase which will help the company to move towards its sustained path of growth.

Trading & Investment Unit (Mumbai - HO)

During the year under review, the Mumbai Trading Unit has not carried out any trading activities due to various factors like fluctuations in the exchange rate of US Dollar vis-a-vis Indian Rupee and volatile prices of Iron and steel products and volatile market conditions prevalent in the steel sector throughout the year.

However, in such an uncertain market environment in Iron and Steel industry, the management took cautious approach to the prevalent affairs and avoided any venturous business decision in the interest of the company which resulted in increased profit margin of the unit. Moreover, the management hope that the trading unit will show an increase in terms of sales as well as profits in the coming years.

Overall, since the prices of iron and steel having been reasonably stabilized and the inventory levels of the company and its market position, both the segments of the company, viz. Ship Breaking and Trading (Bhavnagar) and Trading & Investment (Mumbai), are expected to see major increase in terms of Gross Revenues and Net profit Margins in the coming year. The Company is hopeful that with the stabilizing price for the old ship in the international market and also sale prices of companies products in the domestic market; the company will be able to improve the turnover and also the profitability in the coming year.

The activities of the company viz. trading in Ferrous and Non Ferrous Metals, Scrap etc. are contributing considerably to the profitability of the company. Moreover, the investment division of the company is also doing well. Your directors see a very positive and bright future prospects ahead for the company looking to the prevailing upward trend in the Iron and Steel sector in India and internationally.

Industrial Gases:

The company is into a partnership in M/s. Hariyana Air Products (with 95% share) for the manufacture and supply of Industrial Oxygen Gas. Moreover, the partnership firm has started trading activities in ferrous and non ferrous metals. During the year the firm has performed well in terms of Sales Turnover as Revenue from operations for the year were Rs. 1683.92 Lakhs against Rs. 92.95 Lakhs for the preceding financial year. Consequently, the firm was able to increase its profit margin as well. Net profit after tax of the firm was Rs. 121.74 Lakhs. Further, with proximity to Alang Ship Breaking Yard and huge captive consumption requirements of group companies, the firm expects good long term benefits from the said partnership venture.

Real Estate & Construction:

The Company is also taking interest into real estate business. For which has been into Partnership in the name of "White Field Projects" (with 40% share) for construction & selling of residential apartments. The construction work of the Project is fully completed and all of the flats have been sold. The company's share of loss from the firm during the year under report is Rs. Nil.

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

The company has also been into partnership in M/s. "White Mountain" (with 25% share). Presently the firm has completed one project at Thindlu, Indrasanahalli & Singrahalli Village, KundanaHobli, Devanahalli Taluk. The firm has acquired 44 acres and 20 Guntas of land with the object of developing 386 plots of various sizes. Firm has completed plot development work in December 2016 and already booked 342 plots till 31.03.2018. The company's share of profit from the firm is Rs. 190.84 Lakhs for the year ended on March 31, 2018.

The company has also been into partnership in M/s. "Orchid Lakeview Developers" (with 33.33% share). The firm is having the project at Bellandur Village, VarthurHobli, Bangalore, East Taluk with an object of construction 2 & 3 BHK apartments consisting 336 appartments. The company's share of profit from the firm is Rs. 523.93 Lakhs for the year ended on March 31, 2018.

The company has also entered into partnership and formed a partnership firm "Goyal Hariyana Realty" (with 50% share). Presently firm is having one Project at Bellandur. This location is situated at Bellandur Village, Varthur Hobli. Bangalore East Taluk. Total 336 Apartments, of 2 BHK and 3 BHK. The Project has already been completed and ready to give possession, and firm has already booked 274 apartments and Registration done for 262 apartments till 31.03.2018. The company's share of profit from the firm is Rs. 154.21 Lakhs for the year ended on March 31,2018.

The company has also entered into partnership and formed a partnership firm "Shree Balaji Associates" (with 5% share). The firm is engaged in the business of trading in iron & steel, coal and real estate. The company's share of loss from the firm is Rs. 8.59 for the year ended on March 31, 2018.

The company has also entered into partnership and formed a partnership firm "Hariyana Developers" (with 51% share) for redevelopment of old buildings, construction of new buildings and real estate activites. The firm is entitled to development right in respect of 8 properties admeasuring 6492.62 Sq. Mtrs. of land and structures at Pant Nagar, Ghatkoper (East), Mumbai. The project is expected to commence soon.

Industry Overview

Alang is witnessing a drastic shift especially towards green ship recycling and it is reimaging its outlook by following all the certification, upgrading infrastructure, safety standards, and being environmentally conscious. Ship recycling in India contributes around 1 to 2% for domestic steel demand and most of dismantled ship scraps are recycled and reused.

The shipbreaking industry at Alang in Gujarat witnessed a 12 per cent drop in business during the just-ended fiscal 2017-18, as a two-year-old ship recycling policy struggled to infuse fresh life in to a sector that is increasingly being challenged by competition from neighbouring Pakistan and Bangladesh.

In 2017-18, a total of 253 ships weighing over 24.33 lakh Light Displacement Tonnage (LDT) beached at the shores of Alang that houses one of the world's largest ship recycling yard. This is 12 per cent less compared to the 259 ships and 27.75 lakh LDT that was broken, reveals data from the Gujarat Maritime Board (GMB), the state's nodal agency that controls all shipbreaking activities at the yard in Bhavnagar district.

The business at Alang is nowhere close to the highs witnessed in 2011-12 when a record 414 ships with 38.56 lakh LDT were broken at this yard having about 170 dedicated plots for shipbreaking activity. In the last seven years between 2011 and 2017, the tonnage of ships broken at the yard annually has fallen by 37 per cent.

Not a single new player has entered Alang in the last two years after the new ship-recycling policy took effect. Only 130 of the 154 plots at Alang are currently occupied. Others are still lying empty. Secondly, the demand from construction sector for recycled steel in India is low this year. The new policy has attracted hardly any new players and the banks have also tightened their lending and not giving finance.

Ship-breakers feel that their counterparts in Bangladesh and Pakistan are able to pay more and the new ship-recycling policy introduced by the Gujarat government in January 2016 has not been able to attract new players to the sector. The demand of the ships is more in Bangladesh and Pakistan compared to India. The main source of steel for both of them is end-of-life ships. The ship-breakers in Bangladesh and Pakistan are able to pay USD 20 more for every tonne. Indian ship-breakers are able to offer about $420-430 per tonne in the international market, while they offer about USD 450-460 for the same ship and so the ship owners divert their ships to the neighbouring countries.

The business dynamics of the ship-recycling industry is an interesting paradox. If the global shipping industry is going through a good cycle, the recyclers will become jobless. If the global shipping industry is performing badly, the recyclers will get good business as more ships will be sent to scrapping yards. The current global economic tide is favouring ship-breakers.

The shipping industry is currently in rough waters. The Baltic Dry index, which measures freight rates for commodity bulk carriers, has fallen by around 95 per cent since its peak in 2008. Of the top 12 shipping companies in the world, 11 are posting quarter-on quarter losses. The global shipping industry may lose as much as $10 billion on revenues of $170 billion in 2017, estimate industry experts.

It is these woes of the shipping industry that are building up hopes across the ship-recycling yards of Alang. The world's largest ship-recycling yard had its dream run in 2011-12 when it broke 415 ships. Alang has a capacity of dismantling 450 ships a year and re-rollable steel capacity of 4.5 million tonnes per annum. From then on, it was a steep fall. The number of ships in 2012-13 fell to 394 and then to 298 in 2013-14. In 2014-15, only 275 ships were scrapped, while that number further fell to 249 ships in 2015-16. Fair weather appears to have returned to Alang with 315 ships having been broken in the previous financial year of 2016-17, according to data from the Ship Recycling Industries Association.

A favourable business cycle has brought cheers to nearly 40,000 workers of the ship-breaking industry. Moreover, another about 1,00,000 people indirectly employed by ancillary industries and related activities such as steel rerolling industry and shops selling everything in a ship from cutlery to ropes to furniture and computers - are also having a good time as the tide turns for the ship-recycling industry. The proposed clean-up legislation could put Alang back in business like never before.

Industry's initiative/ Structure and Developments

A proposed eco-friendly law may further boost the prospects of ship-breaking industry, as it returns to a buoyant business cycle.

India has begun cleaning up its tarnished ship-breaking industry. Accordingly, the Union government has drafted a law to implement the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships. This convention was adopted by the International Maritime Organization (IMO) in 2009.

A draft legislation to implement the Hong Kong Convention to make the ship-recycling industry safe for its workers and the environment is now undergoing pre-legislative consultations. The Hong Kong convention is yet to come into force as it has not been ratified by 15 countries, representing 40 per cent of the world's merchant shipping by gross tonnage. Only six countries - Norway, Congo, France, Belgium, Panama and Denmark - have ratified it so far. The proposed Safe and Environmentally Sound Recycling of Ships Bill, 2016 aims to give effect to the provisions of the Hong Kong Convention. The Bill makes it mandatory for ships to carry out all recycling activities in a safe manner and according to global practices. Any violation in this regard could attract a fine of Rs.10 lakh and a six-month imprisonment.

Since 2015, around Rs 10,000-crore Indian ship-recycling industry has voluntarily started adopting global best practices in dismantling discarded ships. The industry has taken up this clean-and-green initiative even before the legislation was enacted. Some 55 of the 120 working yards have won the Hong Kong Convention's compliance certificates from global ship classification societies. Another 15 other yards are being audited for certification.

Alang, the world's largest ship-breaking yard in south Gujarat's Bhavnagar district, which was set up in 1982 by Gujarat Maritime Board, rapidly grew into one of the major, global, ship-recycling hubs and has been undergoing encouraging changes in the past few years. The new Alang is clean and green. Most of the yards have clean and cemented platforms. Scrapped steel, computers and huge engine parts are properly stored in neat and clean temporary storage facilities. Even half-scrapped ships display red ribbon warning signs to workers on duty. Besides, almost all workers wear helmets, safety jackets and boots. The situation in Alang has been improving for the better in the past two years. Meanwhile, India is upgrading the ship-recycling yards in Alang through a $76-million soft loan from the Japan International Cooperation Agency. The upgrade envisages concrete floors to prevent pollutants from entering the sub-soil and improvement of workers' safety conditions and environmental safeguards.

As Alang gets its clean-up act together, ship-breaking companies are betting big on brightening business prospects. The deserted scrapping beaches are now full with ships. The ship-breaking yards are buzzing with activity as huge vessels are dismantled by scores of workers. Back in Bhavnagar, about 50 km from Alang, ship-recycling companies are busy firming up deals with scrap dealers, steel re-rollers, logistics suppliers and buyers of second-hand electrical items, furniture, computer and kitchen cabinets.

Government Initiatives

Some of the other recent government initiatives in this sector are as follows:

Government of India's focus on infrastructure and restarting road projects is aiding the boost in demand for steel.

Also, further likely acceleration in rural economy and infrastructure is expected to lead to growth in demand for steel.

The Union Cabinet, Government of India has approved the National Steel Policy (NSP) 2017, as it seeks to create a globally competitive steel industry in India. NSP 2017 targets 300 million tonnes (MT) steel-making capacity and 160 kgs per capita steel consumption by 2030.

The Ministry of Steel is facilitating setting up of an industry driven Steel Research and Technology Mission of India (SRTMI) in association with the public and private sector steel companies to spearhead research and development activities in the iron and steel industry at an initial corpus of Rs 200 crore (US$ 30 million).

Business Overview

The company is in the business of ship breaking, trading and investment activities.

During the financial year 2017-18, witnessed frequent fluctuation in the prices of old ship in the international market and also heavy dollar exchange rate fluctuations. This has adversely affected the sales turnover of the company. However, in such an uncertain market environment in Iron and Steel industry, the management took cautious approach to the prevalent affairs and avoided any venturous business decision in the interest of the company which resulted in increased profit margin of the unit. Moreover, the management hope that the trading unit will show an increase in terms of sales as well as profits in the coming years.

Moreover, the prices in Iron and steel industry are gradually getting stabilized, but foreign currency and fluctuations in value of Indian Rupee vis-a-vis US Dollar remains a concerning area for the company even in the current year. The management is exercising caution in purchase of ships for breaking to optimize the profit margin and minimize the possibilities of losses, if so happens.

Whenever, there is no immediate payment liability against old ship purchased for breaking, the surplus funds available with the Company are given as loan on short term basis. The Company is hopeful that the Company can earn reasonable return on this loans/investments.

As and when surplus funds are available with the Company, the Company lent the same with a view to earn interest and short term and long term capital gains. The Company has entered into partnership in various construction and real estate projects and has acquired a major share in such real estate investments. Such projects are expected to yield good profits to the Company in short to medium term of periods.

Segmental Review

During the financial year 2017-18, ship-breaking & trading unit is expected to grow substantially in coming years. Due to fluctuating and volatile prices of old Ships, Iron and Steel products coupled with fluctuations in value of Indian Rupee vis-a-vis US Dollar during the year, the net profit margins of this segment has been affected. No trading activities were carried out during the year under review. However, the management is of the view that, in the coming years the ship breaking industry will be stable and with expected boost in the economy the requirement of iron and steel will increase which will help the company to move towards its sustained path of growth.

Ship breaking 8t Trading (Bhavnagar):

As has been stated in the out-look, due to fluctuations in the exchange rate of US Dollar vis-a-vis Indian Rupee and steep decrease in prices of Iron and steel products and volatile market conditions. During the year under consideration, total sales were Rs. 15,717.02 Lakhs as against Rs. 12,229.67 Lakhs. Ship-breaking unit at Alang Ship Breaking Yard has outperformed and shown a growth.

Trading & Investments (HO-Mumbai):

During the financial year 2017-18, the company has not performed any trading activities due to fluctuating and volatile prices of old ships, Iron and Steel products. The management is of the view that, in the coming years the iron and steel industry will be stable and with expected boost in the economy the requirement of iron and steel will increase which will help the company to move towards its sustained path of growth.

Segment -wise Standalone Ind as Financial Results .

(Rs. in Lakhs)

Standalone Cash Flow Analysis

(Rs. in Lakhs)

Risk Management

Effective governance and risk management form the bedrock of a company's sustained performance. Risk management aims to identify and then manage threats that could severely impact the organization. Generally, this involves reviewing operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence and then taking appropriate actions to address the most likely threats. The objectives are to optimize business performance, minimize adverse impact on the business, protect it from damages, frauds and enhance stakeholder value.

The framework revolves around rigorous implementation of standardized policies and processes and development of strong internal control systems. Your Company has set up internal controls and policies related to financial reporting of transactions and efficient business operations in compliance with relevant laws and regulations. Internal reporting systems are in place for effective measurement of various business parameters related to revenue, expenses and reporting, in line with the provisions of the Act.

The Company operates in an interconnected world with stringent regulatory and environmental requirements, increased geopolitical risks and fast-paced technological disruptions that could have a material impact across the value chain of the organisation. The Company's finished products are mainly re-rollable scrap generated from ship breaking and the price of the same is linked to the market rate for iron and steel. Any fluctuation in the price of the iron and steel affects the profitability of the Company. Thus, the Company is exposed to the risk from the market fluctuations of foreign exchange as well as the fluctuation in the price of iron and steel. The Company's raw material is old ships which are purchased from the international market on credit ranging up to 180 days to 360 days. The Company is adopting policy of full hedging or covering the foreign exchange requirement. The Company is regularly monitoring the foreign exchange movement and suitable remedial measures are taken as and when felt necessary.

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

In addition to the above, the Company is also exposed to the risk of fluctuation in the real estate and construction and redeveloping market as the Company has invested some of its surplus funds in partnership firm engaged in such business. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

Outlook - Way Forward

Your Company expects FY 2018-19 to be better as the after-effects of demonetisation and GST implementation seem to have subsided. As per economic surveys, India continues to be the fastest growing economies in the world, and is expected to continue in FY2018-19 as well. This is supported well by favourable factors such as policy reforms. The Company expects to take advantage of the growth opportunity provided by the Indian economy.

India is expected to become the second largest steel producer in the world by 2018, based on increased capacity addition in anticipation of upcoming demand, and the new steel policy that has been approved by the Union Cabinet in May 2017 is expected to boost India's steel production. Huge scope for growth is offered by India's comparatively low per capita steel consumption and the expected rise in consumption due to increased infrastructure construction and the thriving automobile and railways sectors.

India is expected to experience sustained growth in short to medium term driven by growth in steel consuming sectors, revival of rural demand, increased spending on infrastructure amongst others. Further, the conducive government stance towards the steel industry through policies focusing on 'Make in India' and Smart City Mission reinforces India's stance as an attractive place for the steel industry. India continues to be an attractive region for steel given its low per capita consumption of approximately 65 kg (world average of 208 kg, China 493 kg). This shows that there is significant headroom for consumption growth. The Company expects to take advantage of the growth opportunity provided by the Indian economy.

Your directors see a very positive and bright future prospects ahead for the company looking to the prevailing upward trend in the Iron and Steel sector in India and internationally.

The management is of the view that, in the coming years the ship breaking industry will be stable and with expected boost in the economy the requirement of iron and steel will increase which will help the company to move towards its sustained path of growth.

Internal financial controls and its adequacy

Internal financial control systems of the Company are commensurate with its size and nature of its operations. These have been designed to provide reasonable assurance with regard to the orderly and efficient conduct of its business including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information and disclosures.

Systems and procedures are periodically reviewed and these are routinely tested by Statutory as well as Internal Auditors and cover all functions and business areas. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

Human Resources

Your Company treats its "human resources" as one of its most important assets.

We continuously invest in attraction, retention and development of talent on an ongoing basis. Our thrust is on the promotion of talent internally through job rotation and job enlargement. We believe in harnessing its leadership and people capabilities through sharp focus and initiatives on talent development.

We review our talent based on their performance and potential to assess their readiness for future roles of higher scale and complexity. We believe in developing our employees through multiple experiences requiring them to handle scale and complexity. We have instituted this through varied job rotation and project roles. We have put in place various recognition initiatives for our employees to reward them on their noteworthy performance and contribution.

Our Company is committed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also dedicated at promoting a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity. To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti Sexual Harassment Framework through which we address complaints of sexual harassment at the workplace. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. We have also constituted Complaints Committee to consider and address sexual harassment complaints in accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Consolidated Financial Statement

As per applicable provisions of the Companies Act, 2013 ("the Act"), if any read with the Rules issued thereunder and in accordance with principles and procedures as set out in the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, the Consolidated Financial Statements of the Company for the financial year ended March 31, 2018 have been prepared.

For all periods up to and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with the accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (previous Indian GAAP). These financial statements are the Company's first consolidated financial statements prepared in accordance with Ind AS based on the permissible options and exemptions available to the Company in terms of Ind AS 101 'First time adoption of Indian Accounting standards'.

The Consolidated Financial Statements together with the Auditors' Report form part of this Annual Report.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no subsidiary, associate companies or joint venture companies within the meaning of Section 2(6) and 2(87) of the Act and thus, pursuant to the provisions of Section 129(3) of the Act, the statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is not required to be attached to the financial statements of the Company.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

Dividend

Your Directors have considered it financially prudent in the long term interest of the Company to reinvest the profits into the business of the Company, to build strong reserve base, meet the funds requirement and grow the business of the Company. Thus, your Board of Directors regret their inability to recommend any dividend for the year ended March 31, 2018.

Loans, Guarantee & Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 as on March 31, 2018, if any, form part of the Notes to the Standalone Financial Statements provided in this Annual Report.

Contracts or Arrangements with Related Parties

As per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations, all contracts/arrangements/transactions entered by the Company with Related Parties were in ordinary course of business and at arm's length basis.

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

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has, on recommendation of its Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company i.e. www.hariyanagroup.com.

Further during the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Accordingly, Form AOC-2 prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 for disclosure of details of Related Party Transactions which are "not at arm's length basis" and also which are "material and at arm's length basis", is not provided as an annexure to the Board's Report.

Directors and Key Managerial Personnel (KMP)

Inductions

Mr. Rakesh Reniwal (DIN: 00029332) as the Managing Director of the Company for a period of 3 years w.e.f. April 01, 2017, approved by shareholders vide special resolution passed in the last Annual General Meeting held on September 30, 2017.

Re-appointments

- In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shantisarup Reniwal, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended his re-appointment at the forthcoming Annual General Meeting.

- The term of office of Mr. Manohar Wagh, as an Independent Director, will expire on March 31, 2019. The Board of Directors, on recommendation of the Nomination and Remuneration Committee has recommended re-appointment of Mr. Manohar Wagh, as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office.

Resignations

- Mr. Shantisarup Reniwal (DIN: 00040355) has stepped down from the position of Managing Director of the Company, however, continuing as an Executive Director on board of the Company w.e.f. April 01, 2017. The Board places on record its deep appreciation and gratitude for the valuable contribution and advice offered by Mr. Shantisarup Reniwal during his tenure as Managing Director of the Company and looking forward to the same participation and contribution further as a member of the Board.

- During the year under review, Mr. Rajeev Reniwal resigned as the Chief Financial Officer (CFO) of the Company w.e.f. March 27, 2018. The Board places on record its deep appreciation and gratitude for the valuable contribution and advice offered by Mr. Rajeev Reniwal during his tenure as CFO of the Company.

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

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

Performance Evaluation of the Board

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

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

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

Outcome of the Evaluation

Board:

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman alongwith assessing the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The performance evaluation of the Board is carried out taking into account the various parameters like composition of Board, process of appointment to the Board, common understanding amongst Directors of their role and responsibilities, timelines and content of Board papers, strategic directions, advice and decision making, etc. The Board also notes the actions undertaken, pursuant to the outcome of previous evaluation exercises.

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

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

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Committees of the Board:

The Committee's self-assessment is carried out based on degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The Independent Director(s) also evaluated the performance of Non-Independent Directors, the Chairman of the Board and the Board as a whole at the meeting of Independent Director(s) held on March 31, 2018. The outcome and feedback from Directors was discussed at the respective meetings of Board, Committees of Board and meetings of Independent Directors.

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

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

Number of meetings of the Board

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

Committees of the Board

A. AUDIT COMMITTEE:

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

The details pertaining to Audit Committee and its composition are included in the Corporate Governance Report which forms part of this report.

B. NOMINATION AND REMUNERATION COMMITTEE ('NARC'):

Your Company has a duly constituted NARC, with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations. The detailed information with respect to the NARC is disclosed in the Corporate Governance Report forming part of this Annual Report.

Nomination Policy and Remuneration Policy/ Philosophy

The Board has, on recommendation of the NARC, adopted a Nomination Policy, which enumerates your Company's policy on appointment of Directors and Key Managerial Personnel ("KMP"), including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act.

The Nomination Policy is enacted mainly to deal with the following matters, falling within the scope of the NARC:

- to institute processes which enable the identification of individuals who are qualified to become Directors and who may be appointed as KMP and/or in senior management and recommend to the Board of Directors their appointment and removal from time to time;

- to devise a policy on Board Diversity;

- to review and implement the succession and development plans for Managing Director, Executive Directors and Senior Managers;

- to formulate the criteria for determining qualifications, positive attributes and independence of Directors; and

- to establish evaluation criteria of Board, its Committees and each Director.

Further, the Board has, on recommendation of the NARC, also adopted a policy entailing Remuneration Philosophy, which covers the Directors, KMP and employees included in Senior Management of the Company.

While formulating this policy, the NARC has considered the factors laid down under Section 178(4) of the Act, which are as under:

- the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

- relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

- remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Both the aforesaid policies are available on the website of the Company i.e. www.hariyanagroup.com.

C. STAKEHOLDERS' RELATIONSHIP & SHARE TRANSFER COMMITTEE:

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

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE ("CSR COMMITTEE"):

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has a duly constituted CSR Committee comprising the following members:

Mr. Shantisarup Reniwal, Chairman and Executive Director of the Company, is the Permanent Invitee to the CSR Committee Meetings.

Policy on Corporate Social Responsibility ("CSR’¹)

The Board has, with a vision "to actively contribute to the social and economic development of the communities in which your Company operates and in doing so, build a better, sustainable way of life for the weaker sections of society and raise the country's human development index", adopted a CSR Policy and the same is available on the website of the Company i.e. www.harivanaeroup.com.

The CSR Policy of the Company also mentions the process to be implemented with respect to the identification of projects and philosophy of the Company, alongwith key endeavours and goals i.e.,

- Education - to spark the desire for learning and knowledge;

- Health care - to render quality health care facilities to people living in the villages and elsewhere;

- Sustainable Livelihood - to provide livelihood in a locally appropriate and environmentally sustainable manner;

- Infrastructure Development - to set up essential services that form the foundation of sustainable development; and

- Social Cause - to bring about the Social Change we advocate and support.

Corporate Social Responsibility (CSR) initiatives taken during the year

In terms of section 135 and Schedule VII of the Act, the Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website i.e., www.harivanagroup.com.

Your Company's CSR activities are mainly focused towards Literacy, Education, Skilling, Health and Sanitation.

During the financial year ended March 31,2018, based on these rules the Company incurred Rs. 19,00,000 (Rupees Nineteen Lakhs only) towards Corporate Social Responsibility.

The Company's CSR policy statement and annual report on the CSR activities undertaken during the financial year ended March 31,2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure-I to this report.

Extract of Annual Return

The extract of the Annual Return of the Company as on March 31,2018 in Form MGT-9 in accordance with Section 134(3)(a), Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, is appended as Annexure-ll to the Board's Report.

Corporate Governance

A separate section on Corporate Governance forming part of the Board's Report is included as Annexure-lll to the Board's Report.

Auditors and Auditors' Report

Statutory Auditors

M/s. P. D. Goplani & Associates, Chartered Accountants, Bhavnagar, having ICAI Firm Registration No. 118023W, were appointed as Auditors of the Company, at the Annual General Meeting held on September 30, 2017, for a term of 5 (five) consecutive years i.e. to hold office from the conclusion of 36^th Annual General Meeting until the conclusion of 41^st Annual General Meeting of the Company to be held in the financial year 2022 subject to their ratification at every AGM. Accordingly, business with respect to the same forms part of the Notice of the ensuing 37th AGM of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. Also, no frauds in terms of the provisions of Section 143(12) of the Act, have been reported by the Statutory Auditors in their report for the year under review.

Secretarial Auditors

The Board had appointed M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure-IV to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of the Company at its meeting held on May 30, 2018 has reappointed M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries (Certificate of Practice No. 7956), to undertake the Secretarial Audit of the Company for the financial year 2018-19.

Joint Auditors

Pursuant to provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014 and on recommendation of the Audit Committee, the Board proposed and recommended to Shareholders for the appointment of M/s. Lahoti Navneet & Co, Chartered Accountants, Mumbai (ICAI Firm Registration No. 116870W) as Joint Statutory Auditors of the Company for a period of 4 years i.e. to hold office from the conclusion of this Annual General Meeting until the conclusion of 41^st Annual General Meeting of the Company to be held in the financial year 2022.

Further, the Joint Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company for financial year 2018-19.

Directors' Responsibility Statement

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

(i) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) 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 as at March 31, 2018 and of the profit and loss of the Company for the financial year ended March 31,2018;

(iii) proper and sufficient care has been taken 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;

(iv) the annual accounts have been prepared on a going concern basis;

(v) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively;

(vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is as follows:

A. Health, Safety and Environment: The Company aims to provide a safe and healthy workplace to our employees, visitors and contract workers and achieve high standards of environment protection. We are certified to the following:

Also, the Company has been confirmed as a firm engaged in ship recycling and that the operations and procedures that are in place at the facility are in accordance with IMO Resolution MEPC. 210(63) - 2012 Guidelines for Safe and Environmentally Sound Ship Recycling, giving recommendation for the Safe and Environmentally Sound Recycling of Ships and implementation of the Hong Kong International Convention 2009.

The Company has been compliant under applicable provisions of the Water (Prevention and Control of Pollution) Act, 1974, Air (Prevention and Control of Pollution) Act, 1981 and Hazardous Waste (Management Handling and Tran boundary Movement) Rules 2008.

Further, the Company is a valid member of Gujarat Enviro Protection & Infrastructure Ltd. (Unit Alang) for Integrated Common Hazardous Waste Management Facility.

B. Conservation of energy:

(i) the steps taken or impact on conservation of energy;

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

In light of the global challenges concerning energy security, the Company considers energy management as one of the key components of its responsible business strategy. The Company recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has implemented various initiatives for the conservation of energy and all efforts are made to minimize energy costs. Company is engaged in Ship Breaking, trading in metal scrap, graphite electrodes and other industrial inouts. No significant power consumption is required in ship breaking industry as major portion in production process consist of non mechanical processes. However, industrial gases are used in ship dismantling activities and the Company has taken various measures to control the consumption of fuel and energy.

(iii) the capital investment on energy conservation equipments;

The Company is taking adequate steps to conserve energy though no such capital investment has been made.

C. Technology absorption:

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products. The Company's operations do not require significant absorption of technology. There has been no import of technology in FY 2017-18.

D. Foreign exchange earnings and Outgo:

Vigil Mechanism

The Whistleblower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations

d. Number of permanent employees on the rolls of Company: 05

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

Percentile increase in the managerial remuneration (i.e. Managing Director) cannot be calculated as remuneration has been paid to him in capacity of Managing Director from October 01, 2017 upto March 31, 2018, whereas during the previous year, he has not been paid any remuneration. Hence, the remuneration paid to him during the year under review is strictly not comparable with the previous year. While the average remuneration of the employees of the Company other than Managerial Personnel has no change and hence the information cannot be furnished. Further, such increase/ decrease is not comparable for the reasons as mentioned in Notes to Point No. (a) and (b) above.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid to:

- Directors, KMP and members of Senior Management is as per Remuneration Philosophy/Policy of the Company; and

- other employees of the Company is as per the Human Resource Philosophy of the Company.

B) The information required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member.

Having regard to the provisions of Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company 21 days before the AGM and upto the date of the ensuing AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Familiarization Programme

The Company conducts Familiarization Programme for the Independent Directors to enable them to be familiarized with the Company, its management and its operations to gain a clear understanding of their roles, rights and responsibilities for enabling their contribution to the Company. They are provided a platform to interact with multiple levels of management and are provided with all the documents required and/or sought by them to have a good understanding of Company's operations, businesses and the industry as a whole.

Further, when a new Director is inducted on the Board, they are provided with necessary documents/ brochures, reports, internal policies, strategy and such other operational information to enable them to familiarise with the Company's procedures and practices. Site visits to various plant locations are organised for the Independent Directors to enable them to understand and acquaint with the operations of the Company.

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

_The details of such familiarisation programmes for Independent Directors are put up on the Company's website and can be accessed at www.hariyanagroup.com.

Sexual harassment of women at workplace

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

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has adopted a Policy on Prevention of Sexual Harassment at Workplace. This policy is applicable to all employees, irrespective of their level and it also includes 'Third Party Harassment' cases i.e. where sexual harassment is committed by any person who is not an employee of the Company. The said policy is available on the website of the Company i.e. www.hariyanagroup.com. Internal Complaints Committees have also been set up to redress complaints received regarding sexual harassment.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

Other Disclosures

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

- there was no change in the nature of business of your Company;

- your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2018, there were no deposits which were unpaid or unclaimed and due for repayment, hence, there has been no default in repayment of deposits or payment of interest thereon;

- your Company has not issued any shares with differential voting rights;

- your Company has not any Sweat Equity Shares; and

- no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status operations of your Company in future.

It is further disclosed that:

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

- No Material changes and commitments have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report affecting the financial position of the Company.

- Your Company does not engage in Commodity hedging activities.

Corporate Governance

Your Company is committed to follow the best practices of Corporate Governance and the Board is responsible to ensure the same, from time to time.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the SEBI Listing Regulations, from time to time and the Statutory Auditors of the Company, vide their certificate dated May 30, 2018, have confirmed that the Company is and has been compliant with the conditions stipulated in the Chapter IV of the SEBI Listing Regulations. The said certificate is annexed as Annexure-V to this Report.

Cautionary Statement

Statements in the Board's Report and the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Company's operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in your Company's principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which your Company conducts business and other factors such as litigation and your Company is not obliged to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent development, information or events or otherwise The "Management's Discussion and Analysis" does not constitute a prospectus, offering circular or offering memorandum or an offer to acquire any shares and should not be considered as a recommendation that any investor should subscribe for or purchase any of the Company's securities.

Acknowledgement

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

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

On behalf of the Board of Directors

For Hariyana Ship-Breakers Limited

Sd/- Sd/-

Shantisarup Reniwal Rakesh Reniwal

Chairman Managing Director

(DIN: 00040355) (DIN: 00029332)

Date : May 30,2018

Place: Mumbai