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  • Company Info.

    Heera Ispat Ltd.

    Directors Report



    Market Cap.(`) 5.41 Cr. P/BV -9.64 Book Value (`) -0.95
    52 Week High/Low ( ` ) 11/5 FV/ML 10/1 P/E(X) 0.00
    Book Closure 26/09/2024 EPS (`) 0.00 Div Yield (%) 0.00
    You can view full text of the latest Director's Report for the company.
    Year End :2025-03

    Your directors have pleasure in presenting herewith the 33rd Audited Annual Report for the year ended
    on 31st March, 2025 of your Company.

    FINANCIAL RESULTS:

    The Financial performance of the company during the year is as under:

    (Amount Rs.in Thousands)

    PARTICULARS

    FOR THE YEAR ENDED ON
    31/03/2025

    FOR THE YEAR ENDED ON
    31/03/2024

    Revenue from Operations

    NIL

    NIL

    Other Income

    NIL

    NIL

    Total Income including Depreciation and Amortization

    NIL

    NIL

    Total Expenses

    4645.90

    638.99

    Profit Before Exceptional Items and Tax

    -4645.90

    -638.99

    Exceptional Item

    0

    -1000.00

    Tax Expenses

    0

    0

    Deferred Tax

    0

    0

    Provision for FBT.

    0

    0

    Profit / (Loss) After Tax. Transferred to Reserve and
    Surplus in Balance Sheet.

    -4645.90

    -1638.99

    Net Earnings per share.

    -0.79

    -0.28

    Reserve And Surplus

    -64,444.87

    -970.97

    OPERATIONAL OVERVIEW:

    During the year the company was not engaged in any commercial business operations of
    Manufacturing, Trading or providing services. The Revenue from such operations during the year is
    NIL. The Company has incurred an expenditure in the nature of General Administrative Expenses of
    Rs. 4645.90 Thousand. Hence, the company has incurred a net operational loss of Rs. -4645.90
    Thousands which was Rs. -1638.99 Thousands in the previous year.

    DIVIDEND:

    In the view of accumulated and carried forwarded losses your Director have not recommended any
    amount to be paid as Dividend to shareholders.

    PERFORMANCE:

    The company has made net Loss of Rs. 4645.90 Thousands after necessary adjustments in earlier
    years financial loss in the previous year. This is due to mainly non operation of any type of
    commercial business activities in the company during the year.

    DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES:

    The company does not have holding or subsidiary companies during the year and no other company
    has become holding / subsidiary/ joint venture. There as no investments of more than 20% in
    any other body corporate by the company Hence there was no Associate / Group Companies.

    SHARE CAPITAL STRUCTURE:

    During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid-up
    Share Capital Structure of the Company.

    FIXED DEPOSIT:

    The Company has not invited nor accepted any public deposit during the year under review and no
    amount against the same was outstanding at the end of the year.

    REGULATORY STATEMENT:

    In conformity with Regulations of SEBI (Listing Obligation and Disclosure Requirement)2015, the Cash
    Flow Statement for the year ended 31.03.2025 is annexed hereto. The equity shares of the Company are
    listed on the BSE Ltd. The Company has not paid listing fees for the year 2024-2025 to BSE.

    CORPORATE GOVERNANCE:

    The Company's Total paid up equity share capital is less than Rs. 10 crores and its total Net worth is less
    than Rs. 25 crores, Hence, the Company is being treated as Small Company and as such as per SEBI
    (LODR) 2015 Regulation Number: 15(2) your company is exempt from making compliance with
    Regulations No. 17 to 27, Clause- B to I of Sub Regulation 2 of Regulation 45 and Para C, D and E of
    Schedule V. Accordingly, except the statement on" Management Discussion and Analyses Report," your

    Directors have though formed the sub-Committees of the Board as per requirements of Corporate
    Governance and they are operational, however, no detailed Report on Compliance with Conditions of
    Corporate Governance report are given here with. The Company is exempted from providing report on
    Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing
    Obligations and Disclosure Requirements), Regulations, 2015.

    INTERNAL AUDITOR:

    Considering very minimum financial transactions in the company just to meet the routin
    Administrative expenses, the Company has not appointed an Independent firm of Chartered
    Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the
    Audit Committee in order to strengthen the internal control system for the Company. The Board
    will appoint an Internal Auditors as and when it deem fit and proper considering the adequate
    number of business, commercial operations and more financial transactions of varied nature.

    CORPORATE SOCIAL RESPONSIBILITY:

    The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
    Responsibility Policy) Rules, 2014 are not applicable to your Company.

    DEMATERIALISATION OF SECURITIES:

    Your Company's Equity shares are admitted in the System of Dematerialization by both the Depositories
    namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share
    Transfer Agent M/s Skyline Financial Services Pvt. Ltd. The Investors are advised to take advantage of
    timely dematerialization of their securities. The ISIN allotted to your Company is INE025D01013. Total
    Share dematerialized up to 31st March 2025 were 54,47,000 which constitute 92.59% of total capital.
    Your directors request all the shareholders to dematerialize their shareholding in the company as early
    as possible.

    DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

    The Company has not entered into related parties' transactions for sale/purchase of goods or services
    at preferential prices. However, all the transactions in the nature of sales/purchase of goods or
    services are made on arm's length basis. The same were reported to the Board at every meeting
    and Board took a note of the same and approved. Other details for inter corporate financial
    transactions or remuneration and other benefits paid to directors, their relatives, key managerial
    personnel etc. are given in the notes to the accounts as per requirements of AS 18. Company has
    formulated various other policies such as Evaluation of Board Performance Policy etc. All such
    policies were documented and adopted by the Board in its meeting.

    As the Company is loss making one, the provisions related to CSR is presently not applicable to the
    Company.

    Regarding Performance Review of each of the member of the Board and also the performance of the
    various Committees and the Board, the Company has adopted the Model Code of Conduct for
    Independent Directors, Key Managerial Personnel as prescribed in Schedule IV to the Companies Act,
    2013 and also as prescribed in the SEBI (Insider Trading) Regulations. The Company strictly follows the
    procedure to obtain necessary timely declarations from each of the directors and key managerial
    personnel.

    Management's Discussion and Analysis Report:

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

    DEPOSITS:

    The company has not invited or accepted any Deposit, Loans or finance from the public in violation of
    section 73(1) of Companies Act 2013 or any rules made there under.

    DIRECTORS:

    Mr. Dinesh S. Rao a Managing Director will retire by rotation at the ensuing Annual General Meeting as
    per provisions of Law. He is eligible for Reappointment and offers himself for reappointment.

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

    During the year under review the Company has not made any inter corporate loans, investments, given
    any corporate guarantee to any other body corporate, subsidiary, associate or any other company.

    DETAILS OF THE BOARD AND GENERAL MEETINGS HELD AND ATTENDANCE OF DIRECTORS AT THE MEETINGS:

    During the year, the company held total 7 Board meetings on 30/05/2024, 14/08/2024, 14/11/2024,
    18/12/2024, 09/01/2025, 14/02/2025, 28/02/2025. All the Directors were present at all the board
    meetings to consider various businesses and pass necessary resolutions. The 32nd Annual General
    Meeting of the Company was held on 26th September 2024in physical mode.

    The Company has disclosed all the material information to the stock exchanges and the Registrar of
    Companies Office in time as per requirements of law and SEBI (LODR) 2015.

    COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION:

    AUDIT COMMITTEE:

    The audit committee of the Board of Directors is as under:

    Sr.

    no.

    Name of Director / Member of Audit
    Committee

    Designation in
    committee

    No. of

    Meeting

    Attended

    Dates of Committee
    Meeting

    1.

    ALPESH KIRITBHAI PATEL

    Chairman

    7

    30/05/2024, 14/08/2024,
    14/11/2024, 18/12/2024,
    09/01/2025, 14/02/2025,
    28/02/2025.

    2.

    RADHESHYAM RAMPAL PATEL

    Member

    7

    30/05/2024, 14/08/2024,

    14/11/2024, 18/12/2024,
    09/01/2025, 14/02/2025,
    28/02/2025.

    3.

    PRAKASH N SHAH

    Member

    7

    30/05/2024,

    14/11/2024,

    09/01/2025,

    28/02/2025.

    14/08/2024,

    18/12/2024,

    14/02/2025,

    (A) FUNCTION OF AUDIT COMMITTEE:

    The audit Committee is headed by Alpesh K. Patel as Chairman. He has more than 30 years of
    Construction experience. He is further assisted by one non-executive independent directors namely
    Radheshyam R Patel and by Whole Time Director & CFO Mr. Prakash N. Shah. He has thorough
    knowledge of working, usage and accounting for financial transactions as per requirements of
    Companies Act and the Stock Exchange requirements.

    The Committee meets at least once every quarter and prepares its minutes on the proceedings and
    business discussed and transacted. The Committee reports to Board of Directors. All committee reports
    and minutes are placed before the Board in all its meetings for information, guidance, directions and
    record keeping. In addition, the Committee also reviews the internal control systems operating within
    the organization and obtains guidance from the statutory auditors and other professionals of corporate
    repute from time to time to make timely compliances and payment of statutory dues.

    (B) ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE:

    The Committee acts as a bridge between the Statutory Auditors and the Board of Directors of the
    Company. It is authorized to select and establish accounting policies, review reports of the Statutory
    Auditors and meet with them to discuss and deliberate their suggestions, findings and other related
    matters. Further, the committee is authorized to, inter alia, monitor, review and evaluate the
    Auditor's independence, performance and effectiveness of the audit process, overseeing of the
    Company's financial reporting process and the disclosure of its financial information, and review the
    quarterly, half yearly and annual financial statements before submission to the Board for approval.
    Further the committee is liable to examine the financial statements and the Auditors' Report
    thereon, approve transactions of the Company with its related parties including consequent
    modifications thereof, grant omnibus approvals subject to fulfillment of certain conditions, analyze
    inter-corporate loans and investments, valuation of undertakings or assets of the Company
    wherever it is necessary. Further, it is also empowered to review the Management Discussion and
    Analysis of financial condition and results of operations and statement of significant related party
    transactions. It also looks into any other matter as referred to it by the Board of Directors from time
    to time.

    Generally, all the items stated in Section 177(4) of the Companies Act, 2013 and Point A of Part C of the
    Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are covered
    under the roles of the Audit Committee. The Audit Committee has been granted powers as prescribed
    under provisions of the Regulation 18(2)(c) of the aforesaid Regulations and reviews all the information
    as prescribed in Point B of the Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure
    Requirements) Regulations, 2015.

    STAKEHOLDERS RELATIONSHIP COMMITTEE (FORMERLY SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE:)

    (A) TERMS OF REFERENCE:

    This committee looks into investor complaints if any, and redresses the same expeditiously.
    Beside the committee approves allotment, transfer & transmission of shares, debentures, any
    new certificates on split \ consolidation \ renewal etc. as may be referred to it by the Board of
    Directors. In addition, the committee also looks in to compliance with stock exchange listing
    agreement and circulation of shareholder and general public interest information through proper
    media and stock exchanges from time to time.

    (B) FORMATION:

    The Shareholders'/Investors Grievance Committee presently comprise all Non-Executive Directors.
    During the year the Committee held 12 meeting (Last Saturday of every month) The Attendance of
    Members at the Meeting was as follows:

    Sr. no.

    Name

    Type

    No. of Meeting
    Attended

    1.

    ALPESH KIRITBHAI PATEL

    Chairman

    12

    2.

    RADHESHYAM RAMPAL
    PATEL

    Member

    12

    3.

    PRAKASH N SHAH

    Member

    12

    (C ) FUNCTIONS OF INVESTORS SERVICES COMMITTEE:

    The company has merged in this committee its earlier committee of share Transfer. This Committee
    looks in to all aspects related to Shares, Bonds Securities and retail investors. The committee also looks
    after the dematerialization process of equity shares. The Committee is also empowered to keep
    complete records of shareholders, statutory registers relating to shares and securities, maintaining of
    the complete record of share dematerialized, and complaints received from investors and other various
    agencies.

    The committee meets every month to approve all the cases of shares demat, transfer, issue of duplicate
    and resolution of the investors' complaints, submission of information to various statutory authorities
    like NSDL / CDSL, SEBI, stock Exchanges, Registrar of companies periodically. Other roles duties powers
    etc. have been clearly defined in line with the Regulation 20 of listing obligation and disclosure
    requirement rules of SEBI and kept flexible by the Board from time to time.

    NOMINATION AND REMUNERATION COMMITTEE:

    The Nomination and Remuneration committee comprises all 3 independent Directors which are as
    under:

    Sr. no.

    Name

    Type

    No. of Meeting
    Attended

    1.

    ALPESH KIRITBHAI PATEL

    Chairman

    5

    2.

    RADHESHYAM RAMPAL PATEL

    Member

    5

    3.

    RAJESH SUTARIA

    Member

    5

    (A)TERMS OF REFERENCE:

    The remuneration committee comprises of all non-executive independent directors.

    (i) To ascertain the requirements of and appointment of Key Managerial personals.

    (ii) To prescribe rules, regulations, policy, requirements of qualifications and experience of key
    managerial personnel.

    (iii) To decide the terms of conditions of employment and responsibilities, authorities of all
    executive directors, Managing Director and to ensure that they discharge their duties diligently and
    report to Board regularly.

    (iv) To fix the remuneration payable to Managing Director, Executive Director, Whole Time
    Directors.

    (v) To decide on distribution of profits as commission amongst various executive and non-executive
    directors.

    (vi) To design, frame and make policy for remuneration payable for key managerial personnel and
    up to 3rd rank departmental heads by way of issue of shares as ESOP or stock options or otherwise
    including to provide staff loans/ advances to subscribe to any ESOPs or Stock options by employees of
    the company.

    Further except the cash reimbursement of actual expenses incurred by directors, no other benefits
    in the form of stock options or ESOP etc. are being offered to any directors of the Company or to any
    key managerial personnel for the year. As the company has long overdue accumulated losses in its
    books of accounts; it is not paying any sitting fees or commission of net profit or any other
    remuneration in kind to any of its directors. The Company does not have any key managerial
    personnel receiving remuneration of more than Rs. 200,000/- Per Month. The company is regular in
    labor compliances and payment of statutory labor dues with relevant authorities in time.

    Other function roles duties powers etc. have been clearly defined in line with the Regulation 19 of listing
    obligation and disclosure requirement rules of SEBI and kept flexible for medication by the Board from
    time to time.

    NUMBER OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:

    Name of the Committee

    No. of Meeting held

    Board Of Directors

    8

    Audit Committee of Board

    8

    Nomination Remuneration Committee

    5

    Stakeholders Relationship Committee
    (Formerly Shareholders' /Investor Grievance
    Committee)

    12

    DECLARATION BY INDEPENDENT DIRECTORS:

    (Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    (vi) All the Independent Directors are not Registered on the Website
    www.independentdirectorsdatabank.in and none of them have passed the requisite
    qualification to become an Independent Director. However, they were appointed as
    such prior to the date of coming in to notification in this behalf.

    DIRECTORS' RESPONSIBILITY STATEMENT:

    In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial

    statements for the year 2024-2025, the Board of Directors state:

    a) In the preparation of the annual accounts for the financial year ended 31st March 2025, as far
    as possible and to the extent, if any, accounting standards mentioned by the auditors
    in their report as not complied with,
    all other applicable accounting standards have been
    followed along with proper explanation relating to material departure;

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

    c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
    records in accordance with the provisions of this Act for safeguarding the assets of the Company
    and for preventing and detecting fraud and other irregularities;

    d) The Directors have prepared the annual accounts on a going concern basis; and

    e) The directors in the case of a listed company had laid down internal financial controls to be
    followed by the company and that such internal financial controls are adequate and were
    operating effectively.

    f) The Directors have devised proper systems to ensure compliance with the provisions of all
    applicable laws and that such systems were adequate and operating effectively.

    DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1):

    In compliance with Section 178 (1) as also in compliance with applicable Regulations of SEBI (LODR),

    2015 the Board of Directors does hereby declare that:

    a. The Company has proper constitution of the Board of Directors including independent
    directors in proportion as per requirement of SEBI (LODR), 2015.
    Except that Company has
    Appointed Women Director i.e. Himanshi J. Jadeja on 01st March 2025.

    b. The Company has constituted Nomination and Remuneration Committee, Stakeholders
    Relationship Committee, Audit Committee as per requirements of the SEBI (LODR), 2015and
    provisions of the Companies Act 2013.

    c. The Company has the policy for selection and appointment of independent directors who are
    persons of reputation in the society, have adequate educational qualification, sufficient business
    experience and have integrity & loyalty towards their duties.

    d. The Company has policy to pay managerial remuneration to its Managing/Whole Time Directors
    based upon their qualification, experience and past remuneration received by them from their
    previous employers and company's financial position.

    e. The Independent Directors are not paid sitting fee.

    f. The Company is not paying any commission on net profits to any directors.

    g. During the year the Board has met 7 times during the year. The details of presence of every
    director at each meeting of the Board including the meetings of the Committees, if any, are
    given in this report as mentioned elsewhere.

    SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS AND COMMITTEES
    AND INDIVIDUAL DIRECTORS

    1. The Board makes evaluation of the effectiveness and efficiency of every individual director,
    committee of directors, independent directors and board as a whole.

    2. For these purposes the Board makes evaluation twice in a year on a half yearly basis.

    3. The performance of individual directors is evaluated by the entire Board, excluding the Director
    being evaluated on the basis of presence of every director at a meeting, effective participation
    in discussion of each business agenda, feedback receives from every director on draft of the
    minutes and follow up for action taken reports from first line management.

    4. Effectiveness and performance of various committees are evaluated on the basis of the scope
    of work assign to each of the committees, the action taken by the committees are reviews
    and evaluated on the basis of minutes and agenda papers for each of the committee
    meetings.

    5. The performance of independent directors is evaluated on the basis of their participation at the
    meetings and post meeting follow up and communication from each of such independent
    directors.

    PARTICULARS OF THE EMPLOYEES:

    Particulars of the employees as required under provisions of Section 197 (12) of the Act read with Rule
    5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
    amended from time to time, are not attached with this report since there was no employee who
    was in receipt of remuneration in excess of Rs. 8,50,000 per month during the year or Rs. 1.2 Cr. per
    annum in the aggregate if employed for a part of the year.

    AUDITORS:

    STATUTORY AUDITORS:

    Subject to ratification the Board of directors had already appointed M/s. Dhrumil A Shah & Co.,
    Chartered Accountants, Ahmedabad for the next term of 5 years i.e. from 01/04/2023 to
    31/03/2028 and to hold the office as such from the date of conclusion of 31st AGM up to the date
    of conclusion of 36th AGM of the Company. The new auditors have given their consent in writing
    under section 139 on 31st July 2023. Your directors recommend to pass the resolution at the
    ensuing AGM with requisite majority.

    So, the Board has ratified the Appointment of Statutory Auditors of the Company for the Financial Year
    2025-2026.

    SECRETARIAL AUDITOR:

    The Company has appointed M/s. J D KHATNANI & ASSOCIATES. as the secretarial auditor for the financial
    year 2024-2025. They have given their report in the prescribed form MR-3 which is annexed to this
    report as an
    ANNEXURE A.

    COST AUDITORS:

    The Company is not engaged in any type of manufacturing activities of the products which requires its
    cost records to be audited and is also not coming within the preview of maintaining the cost records for
    manufacturing activities. Hence, no cost auditors are to be appointed.

    STATUTORY INFORMATION:

    The Information required to be disclosed in the report of the Board of Directors as per the provisions of
    Section 134 of the Companies Act-2013 and the Companies (Disclosure of Particulars in the Report of
    Board of Directors) Rules 1988 regarding the conservation of energy; technology absorption, foreign
    exchange earnings and outgo are not applicable to the company. As Company is not manufacturing any
    product or providing any services. As there was no commercial business activities during the year, the
    Company has not Earned any foreign Exchange nor it has incurred any foreign exchange expenses.

    MATERIAL CHANGES / INFORMATION:

    1. No material changes have taken place after the closure of the financial year and up to the date
    of this report which may have substantial effect on the business and financial of the Company.

    2. No significant and material orders have been passed by any of the regulators or courts or
    tribunals impacting the going concern status and companies operations in future.

    AUDITORS OBSERVATIONS:

    The statutory auditors have expressed in their report that the company's en tire networh has been
    eroded and it has no sufficient cash flow. It has already sold its real estate like Factory buildings, plant
    and machineries and other assets. There is a considerable ground and doubts about the continuing the
    business operations in future. However, the company has continued to account its financial transactions
    on going concern basis.

    The Management is hopeful of starting trading in Iron, Steel and such other construction
    materials products on credit terms as its directors have good reputation in the market and
    personal contacts. They are also exploring opportunity to raise further funds through further
    issue of shares or other securities to prospective investors or any proposed joint venture
    partner in the company. Considering this fact the management has continued to account its
    financial transactions on going concern basis.

    The Secretarial Auditors have made their observation in their report as under:

    However, the Non-Executive Non-Promoter Independent Directors Mr. Alpesh K Patel and Mr.
    Radheshyam Rampal Lodh, have not yet registered as an Independent Director on MCA Website as well as
    they have also not passed the requisite qualifying test to become an independent Director. However, they

    were already appointed as such prior to the date of coming in to force of the Notification requiring
    Independent Directors to pass the qualifying examinations.

    We further report that the website of the Stock Exchange BSE Ltd still shows following persons as
    Directors/ KMP, even though they are as on date not the directors or KMP of the Company. The Company
    needs to take adequate steps to update BSE in this regard. Company is non-Compliant in various
    Regulations Under SEBI (LODR) REGULATIONS, 2015 and Companies Act 2013.

    Mr. Ramesh Mistry Chairman and Director (Name to be removed from BSE Website)

    Ms. Trupti Dhaval Jain, Woman Director (Name to be removed from BSE Website)

    Mr Ramanugrah Singh, Non Executive Independtn Director (Name to be removed)

    Mr Suhag Vijaykumar Shah, Chief Financial Officer (Name to be removed).

    Mr. Harsh Shah, the Company Secretary had resigned w.e.f. 04/02/2023. Till date, Company is yet to
    appoint a new company secretary in his place. Company is not giving any Newspaper Publication and
    Company's Website is non functionable till the date of issue of this report.

    The Company's total networth is eroded. It has no sufficient financial means to start and continue any
    business operations. It is as on date not able to afford the salary of professional persons like Company
    Secretary and looking to present conditions of the company no company secretaries are willing to come
    and join the company at this stage. Regarding Non-Disqualification of Independent Directors, as they
    were appointed prior to the date of new notification, and they are continuing as director. Their term of
    office now expires at the next Annual General Meeting in the year 2023-24 AGM. Thereafter the
    company will appoint new adequately qualified directors as an Independent Director. Regarding
    updation of websites of BSE and Company the management is taking immediate steps to rectify and
    update the records to show the correct position as early as possible.

    APPRECIATION

    Your directors place on records their sincere appreciation for the valuable support and co-operation as
    received from government authorities, Financial Institutions and Banks during the year. The Directors
    are also thankful for the support extended by Customers, Suppliers and contribution made by the
    employees at all level. The Directors would also like to acknowledge continued patronage extended by
    Company's shareholders in its entire endeavor.

    Date: 14th July, 2025 By Order of the Board of Directors

    Of Heera Ispat Limited

    Place: Ahmedabad. (Himanshi J. Jadeja)

    Director & CFO

    DIN:06379028

  • Heera Ispat Ltd.

    Company News



    Market Cap.(`) 5.41 Cr. P/BV -9.64 Book Value (`) -0.95
    52 Week High/Low ( ` ) 11/5 FV/ML 10/1 P/E(X) 0.00
    Book Closure 26/09/2024 EPS (`) 0.00 Div Yield (%) 0.00
    You can view the latest news of the Company.

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