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Heera Ispat Ltd			Industry : Steel - Medium / Small


BSE Code:	526967	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE025D01013	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	-0.0902631	Market Cap ( Cr.):	4.36	Face Value(Rs):	10

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To,

The Members, Heera Ispat Limited

Dear Shareholders,

Your directors have pleasure in presenting herewith the 31st Audited Annual Report for the year ended on 31^st March 2023 of your Company.

FINANCIAL RESULTS:

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

(Amount Rs.in Lacs)

PARTICULARS	FOR THE YEAR ENDED ON 31/03/2023	FOR THE YEAR ENDED ON 31/03/2022
Revenue from Operations	NIL	NIL
Other Income	NIL	NIL
Total Income including Depreciation and Amortization	NIL	NIL
Total Expenses	10.68	10.33
Profit Before Exceptional Items and Tax	-10.68	-10.33
Exceptional Item	38.71	-0.19
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.	28.03	-10.52
Net Earnings per share.	0.48	-0.18
Reserve And Surplus	-581.60	-609.63

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. 10.68 lacs. Hence, the company has incurred a net operational loss of Rs. 10.68 lacs, which was Rs. 10.33 Lacs in the previous year. However, the company has reversed its Long term Investment Losses (Impairment Losses of Rs. 71.62 Lacs and after making necessary adjustments for conversion of Long term investments loss of Rs. 33.9 lacs, thus total Impairment losses of Rs. 38.71 lacs is accounted for as an Exceptional Item which was earlier provided Please refer to note no. 15 titled Exceptional Items in the audited balance sheet attached.

DIVIDEND:

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

PERFORMANCE:

The company has made net profit of Rs. 28.03 Lacs after necessary adjustments for Reversal of impairment losses provided in earlier years, which was Rs. 10.52 Lacs 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 31.03.2023 is annexed hereto. The equity shares of the Company are listed on the BSE Ltd. The Company has paid listing fees for the year 2023-24 to BSE.

After closure of the Financial Year the B S E Ltd has sent an email to the company informing that it has imposed a financial penalty (Inclusive of GST) of Rs. 53.91 Lacs for late compliance/ non compliance of certain Regulations/ clauses of SEBI (LODR) 2015. However, the company has made necessary application in prescribed format by paying penalty waiver fees to BSE Ltd for reduction/ waiver of some of the penalties which are exorbitant or wrongly calculated and the company is not in a financial position to pay such huge amount of penalty. The application is at the active stage of consideration of BSE Ltd. The management is hopeful of substantial reduction in this huge amount of penalty imposed. Further the management is also in search of some financial arrangements to pay off such penalty in time.

CORPORATE GOVERNANCE:

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

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

INTERNAL AUDITOR:

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

CORPORATE SOCIAL RESPONSIBILITY:

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

DEMATERIALISATION OF SECURITIES:

Both the Depositories admit your Company's Equity shares in the System of Dematerialization 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 2023 were 53,50,400 which constitute 90.95% 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. Prakash Nemchand Shah a whole time Director and CFO 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 5 Board meetings on 30/05/2022, 12/08/2022, 25/09/2022, 14/11/2022, 14/02/2023. All the Directors were present at all the board meetings to consider various businesses and pass necessary resolutions. The 30^th Annual General Meeting of the Company was held on 25^th September 2022 in physical mode.

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

Directors present at the Meeting of board:

Names of Director	30/05/2022 12/08/202		25/09/2022	14/112022	14/02/2023
		2
DINESHKUMAR S RAO	Yes	Yes	Yes	Yes	Yes
ALPESH KIRITBHAI PATEL	Yes	Yes	Yes	Yes	Yes
RADHESHYAM RAMPAL PATEL	Yes	Yes	Yes	Yes	Yes

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	4	30/05/2022,12/08/2022,
			14/11/2022,14/02/2022
2. RADHESHYAM RAMPAL PATEL	Member	4	30/05/2022,12/08/2022,
			14/11/2022,14/02/2022
3. PRAKASH N SHAH	Member	4	30/05/2022,12/08/2022,
			14/11/2022,14/02/2022

(A) FUNCTION OF AUDIT COMMITTEE:

Alpesh K. Patel as Chairman heads the audit Committee. He has more than 30 years of Construction experience. He is further assisted by one non-executive independent directors namely Radhe shyam 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 AUDITCOMMITTEE:

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

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

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

(A) TERMS OF REFERENCE:

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

(B) FORMATION:

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

Sr. no. Name	Type	No. of Meeting Attended
1. ALPESH KIRITBHAI PATEL	Chairman	12
2. RADHESHYAM RAMPAL PATEL	Member	12
3. PRAKASH N SHAH	Member	12

(C ) FUNCTIONS OF INVESTORS SERVICES COMMITTEE:

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

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

NOMINATION AND REMUNERATION COMMITTEE:

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

Sr. no. Name	Type	No. of Meeting Attended
1. ALPESH KIRITBHAI PATEL	Chairman	1
2. RADHESHYAM RAMPAL PATEL	Member	1
3. PRAKASH N SHAH	Member	1

(A) TERMS OF REFERENCE:

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

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

(ii) To prescribe rules, regulations, policy, requirements of qualifications and experience of key managerial personnel. (iii) To decide the terms of conditions of employment and responsibilities, authorities of all executive directors, Managing Director and to ensure that they discharge their duties diligently and report to Board regularly.

(iv) To fix the remuneration payable to Managing Director, Executive Director, Whole Time Directors. (v) To decide on distribution of profits as commission amongst various executive and non-executive directors. (vi) To design, frame and make policy for remuneration payable for key managerial personnel and up to 3rd rank departmental heads by way of issue of shares as ESOP or stock options or otherwise including to provide staff loans/ advances to subscribe to any ESOPs or Stock options by employees of the company.

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

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

NUMBER OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:

Name of the Committee	No. of Meeting held
Board Of Directors	5
Audit Committee of Board	4
Nomination Remuneration Committee	1
Stakeholders Relationship Committee	12
(Formerly Shareholders' /Investor Grievance Committee)

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 hisrelatives, (a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which I\he is proposed to be appointed. (b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of (i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR (ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm; (iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR (iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR (v) Who possesses such other qualifications as may be prescribed.

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

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2015-16, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31st March 2023, as far as possible and to the extent, if any, accounting standards mentioned by the auditors in theirreport as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit and loss account of the Company for that period; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a going concern basis; and e) The directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

In compliance with Section 178 (1) as also in compliance with applicable Regulations of SEBI (LODR), 2015 the Board of Directors does hereby declare that:

a. The Company has proper constitution of the Board of Directors including independent directors in proportion as per requirement of SEBI (LODR), 2015. Except that it has not appointed a Woman Director in the Company. b. The Company has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of the SEBI (LODR), 2015and provisions of the Companies Act 2013. c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity & loyalty towards 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 5 times during the year. The details of presence of every director at each meeting of the Board including the meetings of the Committees, if any, are given in this report as mentioned elsewhere.

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

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

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

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

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

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

PARTICULARS OF THE EMPLOYEES:

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

AUDITORS:

STATUTORY AUDITORS:

The term of office of the Statutory Auditors held currently by M/s. Naresh J Patel & Co., a peer reviewed firm of Chartered Accountants, Ahmedabad since last 5 financial years now comest to an end on 31^st March 2023 and they are holding the office as such only up to the date of ensuing Annual General Meeting. They will retire at ensuing Annual General Meeting.

The Board of directors have now in consultation with and as per recommendation of the Audit Committee proposed to appoint 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 31^st AGM up to the date of conclusion of 36^th AGM of the Company. The new auditors have given their consent in writing under section 139 on 31^st July 2023. Your directors recommend to pass the resolution at the ensuing AGM with requisite majority.

SECRETARIAL AUDITOR:

The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditor for the financial year 2023-24. They have given their report in the prescribed form MR-3 which is annexed to this report as an ANNEXURE A.

COST AUDITORS:

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

STATUTORY INFORMATION:

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

MATERIAL CHANGES / INFORMATION:

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

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

AUDITORS OBSERVATIONS:

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

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

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

However, the Non-Executive Non-Promoter Independent Directors Mr. Alpesh K Patel and Mr. Radheshyam Rampal Lodh, have not yet registered as an Independent Director on MCA Website as well as they have also not passed the requisite qualifying test to become an independent Director. However, they were already appointed as such prior to the date of coming in to force of the Notification requiring Independent Directors to pass the qualifying examinations.

We further report that the website of the Stock Exchange BSE Ltd still shows following persons as Directors/ KMP, even though they are as on date not the directors or KMP of the Company. The Company needs to take adequate steps to update BSE in this regard.

Mr. Ramesh Mistry Chairman and Director (Name to be removed from BSE Website) Ms. Trupti Dhaval Jain, Woman Director (Name to be removed from BSE Website) Mr Ramanugrah Singh, Non Executive Independtn Director (Name to be removed) Mr Suhag Vijaykumar Shah, Chief Financial Officer (Name to be removed).

Mr. Harsh Shah, the Company Secretary had resigned w.e.f. 04/02/2023. The Company is yet to appoint a new company secretary in his place.

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

APPRECIATION

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

		On Behalf of the Board of Directors
Date: 14^{t h}	AUGUST 2023	Heera Ispat Limited
Place: Ahmedabad
		Sd/-
		(DINESHKUMAR S RAO)
		Chairman And Managing D irector
		(DIN: 06379029)

ANNEXURE TO THE DIRECTORS REPORT

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDING ON 31/03/2023

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1) CIN :- L27101GJ1992PLC018101

2) Registration date: 05/08/1992

3) Name of the company : HEERA ISPAT LIMITED

4) Category/ sub-category of the company: Company limited by shares/ Indian Non-Government Company.

5) Address of the registered office and contact details:

B-104, Ganesh Homes, Near Pramukh Bunglow, Behind Sahajanand Homes, Chenpur Rodd, New Ranip, Ahmedabad: 382 470, Gujarat

6) Whether listed company: YES

7) Name, address and contact details of registrar and transfer agent (if any):- Skyline Financial Services Pvt. Ltd D-153/A, First Floor, Okhla Industrial Area, Phase-1, New Delhi 110 020. Tel.: +91 11 26812682-83, 011-64732681 to 88 Fax : +91 11 26812682 Web: www.skylinerta.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THECOMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

SR. No. Name and descriptions main products/ service	NIC Code of the product/ Service	% to Total turnover of the company
1 STEEL MANUFACTURIN		0%
2. INTEREST AND OTHER INCOME	65	0%

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SR. NO.	NAME AND ADDRESS OF THE COMPANY	CIN/GLN		CONCERN	% of shares held by COMPANY	APPLICABLE SECTION
NIL	NIL		NIL	NIL	NIL	NIL

II. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year [As on 31-March-2023]				No. of Shares held at the end of the year [As on 31-March-2022]
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Chang e during the year
A. Promoter's
(1) Indian
a) Individual/ HUF	1060900	0	106090 0	18.03	1060900	0	106090 0	18.03	0
b) Central Govt	0	0	0	0	0	0	0	0	0
c) State Govt(s)	0	0	0	0	0	0	0	0	0
d) Bodies Corp.	0	0	0	0	0	0	0	0	0
e) Banks / FI	0	0	0	0	0	0	0	0	0
f) Any other	0	0	0	0	0	0	0	0	0
Sub Total (A) (1)	1060900	0	106090 0	18.03	1060900	0	106090 0	18.03	0
(2) Foreign
a) NRI- Individual	0	0	0	0	0	0	0	0	0
b) Other Individuals	0	0	0	0	0	0	0	0	0
c) Bodies Corp	0	0	0	0	0	0	0	0	0
d) Banks. FI	0	0	0	0	0	0	0	0	0
e) Any other	0	0	0	0	0	0	0	0	0
Sub Total (A) (2)	0	0	0	0	0	0	0	0	0
Total shareholding of Promoter (A) =(A)(1)+(A)(2)	1060900	0	106090 0	18.03	1060900	0	106090 0	18.03	N='RIGHT'>0
B. Public
Shareholding
1. Institutions	0	0	0	0	0	0	0	0	0
a) Mutual Funds	0	0	0	0	0	0	0	0	0
b) Banks / FI	0	0	0	0	0	0	0	0	0
c) Central Govt	0	0	0	0	0	0	0	0	0
d) State Govt(s)	0	0	0	0	0	0	0	0	0
e) Venture Capital Funds	0	0	0	0	0	0	0	0	0
f) Insurance Companies	0	0	0	0	0	0	0	0	0
g) FIIs	0	0	0	0	0	0	0	0	0
h) Foreign Venture Capital Funds	0 l	0	0	0	0	0	0	0	0
i) Others (specify)	0	0	0	0	0	0	0	0	0
Sub-total (B)(1):-	0	0	0	0	0	0	0	0	0
2. Non- Institutions
a) Bodies Corp.	40175	400	40575	0.69	33440	400	33840	0.57	+0.12
i) Indian	0	0	0	0	0	0	0	0	0
ii) Overseas	0	0	0	0	0	0	0	0	0
b) Individuals
i) Individual shareholders holding nominal share capital up to Rs. 2 lakh	717809	409900	1127709	19.17	558701	411700	970401	16.50	+2.67
ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh	335055 8	122100	3472658	59.03	352815 6	122100	365025 6	62.05	-3.02
c) Others (specify)
Hindu Undivided Families	180958	0	180958	3.08	167378	0	167378	2.85	+0.23
Non Resident	0	0	0	0	0	0	0	0	0
Indians Overseas Corporate Bodies	0	0	0	0	0	0	0	0	0
Foreign Nationals	0	0	0	0	0	0	0	0	0
Clearing Members	0	0	0	0	25	0	25	0.00	0
Trusts	0	0	0	0	0	0	0	0	0
Foreign Bodies	0	0	0	0	0	0	0	0	0
Sub-total (B)(2):-	428950 0	532400	4821900	81.97	428770 0	534200	482190 0	81.97	0
Total Public	428950	532400	4821900	81.97	425020	534200	482190	81.97	0
Shareholding (B)=(B)(1)+ (B)(2)	0				0		0
C. Shares held by Custodian for GDRs & ADRs	0	0	0	0	0	0	0	0	0
Grand Total (A+B+C)	535040 0	532400	5882800	100	534860 0	534200	588280 0	100	0

(ii) Shareholding of promoter

SN Shareholder's Name	Shareholding at the beginning of the year			Share holding at the end of the year			% change in share holding during the year
	No. of Share s	% of total Shares of the company	%of Shares Pledged / encumbers red to total share s	No. of Share s	% of total Shares of the company	%of Shares Pledged / encumber e d to total shares

1 Dharmendra Mistry	1060090 0	18.03	0	1060900	18.0 3	0	16.06
Total	10,60,90 0	18.03	0	10,60,90 0	18.0 3	0	0

(Ill) Change in Promoter's Shareholding (Please Specify, If There Is No Change)

There is No change in the shareholding of the promoters during the financial year 2022-23

(lv) Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRs and ADRs)

	Shareholding at the beginning of the year		Cumulative Shareholding during the year
	No. of Shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1 Keena M Kothari	384815	6.54	384815	6.54
2 Dimple Shah	211000	3.59	211000	3.59
3 Hetal D Shah	210000	3.57	210000	3.57
4 Rajeshkumar Patel	200000	3.40	200000	3.40
5 Chintan H Chowdary	175000	2.97	175000	2.97
6 KinjalChintanChowd ary	175000	2.97	175000	2.97
7 Harilal V Chowdary	175000	2.97	175000	2.97
8 Kamala H Chowdary	175000	2.97	175000	2.97
9 Pankaj Dahyalal Shah	160000	2.72	160000	2.72
10 DaxeshDahyalal Shah	158000	2.69	158000	2.69
TOTAL	202381 5	34.39	2023815	34.3 9

(v) Shareholding of directors and key managerial personnel:

1	Shareholding at the beginning of the year		Cumulative Shareholding during the year
	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
At the beginning of the year
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for Increase /decrease (e.g. allotment / transfer / Bonus/ sweat equity etc):		(No Change)	(No Change)	(No Change)
		-	-	-
		-	-	-

At the end of the year

(vi) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	NIL	NIL	NIL	NIL
ii) Interest due but not paid	NIL	NIL	NIL	NIL
iii) Interest accrued but not due	NIL	NIL	NIL	NIL
Total (i+ii+iii)	NIL	NIL	NIL	NIL
Change in Indebtedness during the financial year
* Addition	NIL	NIL	NIL	NIL
* Reduction	NIL	NIL	NIL	NIL
Net Change	NIL	NIL	NIL	NIL
Indebtedness at the end of
the financial year
i) Principal Amount	NIL	NIL	NIL	NIL
ii) Interest due but not paid	NIL	NIL	NIL	NIL
iii) Interest accrued but not due	NIL	NIL	NIL	NIL
Total (i+ii+iii)	NIL	NIL	NIL	NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration	Name of MD/WTD/ Manager	Total Amount
	Mr. DINESHKUMAR SAMARATAJI RAO	NIL
1 Gross salary	NIL	NIL
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	NIL	NIL
(b) Value of perquisites u/s 17(2) Income- tax Act, 1961	NIL	NIL
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	NIL	NIL
2 Stock Option	NIL	NIL
3 Sweat Equity	NIL	NIL
4 Commission	NIL	NIL
- as % of profit
- others, specify…
5	NIL	NIL
Total (A)	NIL	NIL

B. Remuneration to other directors:

SN. Particulars of Remuneration	Name of Directors
1 Independent Directors	Mr. Alpesh Patel	Mr. Radheshya m Rampal Patel	Mr. Prakas h Shah
Fee for attending board committee meetings	NIL	NIL	NIL	NIL	NIL		NIL
Commission	NIL	NIL	NIL	NIL	NIL		NIL
Others, please specify(Remuneration)	NIL	NIL	NIL	NIL	NIL		NIL
Total (1)	NIL	NIL	NIL	NIL	NIL		NIL
2 Other Non-Executive Directors
Fee for attending board committee meetings	NIL	NIL	NIL	NIL	NIL		NIL
Commission	NIL	NIL	NIL	NIL		NIL
Others, please specify	NIL	NIL	NIL	NIL		NIL
Total (2)	NIL	NIL	NIL	NIL		NIL
Total (B)=(1+2)	NIL	NIL	NIL	NIL		NIL
Total Managerial Remuneration	NIL	NIL	NIL	NIL		NIL

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

The Company does not have Company Secretary in Job, CEO/CFO. So they are not paying any Remuneration.

SN Particulars of Remuneration	Key Managerial Personnel
		CS	CFO/CEO	Total
			SUHAG V SHAH
1 Gross salary		N.A.	N.A.	N.A.
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961		N.A.	N.A.	N.A.
(b) Value of perquisites u/s 17(2) Income- tax Act, 1961		N.A.	N.A.	N.A.
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961		N.A.	N.A.	N.A.
2 Stock Option		N.A.	N.A.	N.A.
3 Sweat Equity		N.A.	N.A.	N.A.
4 Commission		N.A.	N.A.	N.A.
- as % of profit		N.A.	N.A.	N.A.
Others, specify…		N.A.	N.A.	N.A.
5 Others, please specify		N.A.	N.A.	N.A.
Total		N.A.	N.A.	N.A.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees Imposed

Authority [RD / NCLT / COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty	No	No	No	No	No
Punishment	No	No	No	No	No
Compounding	No	No	No	No	No
B. DIRECTORS
Penalty	No	No	No	No	No
Punishment	No	No	No	No	No
Compounding	No	No	No	No	No
C. OTHER OFFICERS IN DEFAULT
Penalty	No	No	No	No	No
Punishment	No	No	No	No	No
Compounding	No	No	No	No	No

To,

The Members,

HEERA ISPAT LIMITED CIN:L27101GJ1992PLC018101

l/we have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by HEERA ISPAT LIMITED (Hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my/our verification of the records of HEERA ISPAT LIMITED, books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, l/We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended on 31^st March 2023 complied with the statutory provisions listed hereunder and also that the company has proper Board-processes and compliances mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

l/We have examined the books, papers, minute books, forms and returns filed and record maintained by HEERA ISPAT LIMITED (CIN: L27101GJ1992PLC018101) for the financial year ended on March 31, 2021 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulations) Act,1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act,1999 and the rules and regulation made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings:(NOT APPLICABLE FOR THE YEAR UNDER REVIEW)

(v) The following Regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act')

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (NOT APPLICABLE FOR THE YEAR UNDER REVIEW)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (NOT APPLICABLE FOR THE YEAR UNDER REVIEW)

(f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; NOT APPLICABLE FOR THE YEAR

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (NOT APPLICABLE FOR THE YEAR UNDER REVIEW)

(vi) As stated in the Annexure - A - all the laws, rules, regulations are applicable specifically to the company.

(Vii) No other major corporate events occurred during the year and various compliances made by the Company with applicable Laws, Rules, Regulations, and Listing Regulations.

I/We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India and applicable w.e.f July 01, 2015 or any amendment, substation, if any, are adopted by the Company and are complied with.

(ii)The Listing Agreements entered into by the Company with The BSE Limited and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company and are complied with subject to our observations in this report.

During the period under review the Company has complied with the provision of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

The board of directors of the company is duly constituted with proper balance of executive directors, non -executives directors, independent directors. 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.

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

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

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

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

Mr. Harsh Shah, the Company Secretary had resigned w.e.f. 04/02/2023. The Company is yet to appoint a new company secretary in his place.

Adequate notice is given to all directors to schedule the board meetings, agenda and detailed notes on agenda were sent at least seven days in advance or with consent of directors at a shorter notice, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.

I Further report that there are adequate systems and processes exist in the company commensurate with the size and operations of the company to monitor and ensure compliances with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, in the company there was no specific event / action that can have a bearing on the company's compliance responsibilities in pursuance of the above referred laws, rules, regulations, guideline, standards, except our observation as aforesaid paragraphs.

Regarding Compliance/ Non-Compliance with the Stock Exchange as per SEBI (LODR) 2015, our observation is as under:

The Company is not maintaining its own website as per requirements of SEBI (LODR) 2015 and is not uploading the information documents on its website on quarterly/ half yearly/ yearly basis. However, it is submitting many of such documents regularly with stock exchange which are available for inspection and view by general public through BSE Ltd website.

After closure of the Financial Year but before the date of this report on 25/05/2023, the Company received a letter/ e. mail communication that BSE Ltd has imposed a financial penalty including GST of Rs. 53,91,217/- including GST of Rs. 8,22,389/- for non-compliance of various clauses of SEBI (LODR) 2015. According to us this is a very huge financial penalty which is to be paid or waived off immediately on request of the Company in writing to the BSE Ltd. This is a contingent liability.

Based on the current financial position, non-operation of commercial business activities, huge accumulated financial losses within the company, we apprehend the company will not be able to pay this huge penalty. However, we are informed by the Management that they are making a detailed application to BSE ltd for removal/ waive off the penalty imposed immediately.

Regarding Financial Accounts related matters, the Auditors' observation in their report are self-explanatory and we are not making any separate comment thereon.

We draw the attention to the Report of the Statutory Auditors and financial statements in this regarding

Place: Ahmedabad FOR KAMLESH M. SHAH & CO.

Date: June 6, 2023 UDIN: A008356E000463569

Securities Laws

1. All Price Sensitive Information were informed to the stock exchanges from time to time

2. All investors complaint directly received by the RTA & Company is recorded on the same date of receipts and all are resolved within reasonable time.

3. The Company has paid all dues of the Stock Exchanges including the Annual Listing Fees.

Labour Laws

1. All the premises and establishments have not been registered with the appropriate authorities.

2. The Company has not employed any child labour/ Bonded labour in any of its establishments.

3. Provisions with relate to compliances of PF/ESI/Gratuity Act are NOT applicable to Company during the year under review.

4. There was no incidence of Sexual Harassment to any of the Female/ Women employee of the Company.

Environmental Laws

During the year under review there was no Manufacturing business activities in the Company. The Provisions of the Environmental laws and regulations relating to obtaining any specific permissions or licenses if any are not applicable to the company during the year.

Taxation Laws

The company follows all the provisions of the Indirect taxation laws and Income Tax Act, 1961 and filing the returns at proper time with Income tax department and all other applicable departments. Regarding timely compliance for various returns required to be filed with various tax authorities, we have relied upon the observations of the Statutory Auditors.

FOR KAMLESH M. SHAH & CO.,

PRACTICING COMPANY SECRETARIES

(KAMLESH M. SHAH)

PROPREITOR ACS: 8356, COP: 2072

Place: Ahmedabad Date: June 6, 2023 UDIN: A008356E000463569,

The Members,

HEERA ISPAT LIMITED CIN:L27101GJ1992PLC018101

BLOCK NO B-104 GANESH HOMES NEAR PRAMUKH BUNGLOWS

BEHIND SAHAJANANG HOMES CHENPUR ROAD NEW RANIP AHMEDABAD 382470 GUJARAT INDIA

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures and compliances done are on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

7. We have relied on Management Representation Letter provided by the Company before issuing this Report to the Company.

Place: Ahmedabad		FOR KAMLESH M. SHAH & CO.,
Date: June 6, 2023		PRACTICING COMPANY SECRETARIES
UDIN: A008356E00046356S	151ACS-8356 \ o :] !• \COP-2072i ••//
		(KAMLESH M. SHAH)
		PROPREITOR
		ACS: 8356, COP: 2072

To,

Members,

HEERA ISPAT LIMITED,

Ahmedabad-70, Gujarat

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of HEERA ISPAT LIMITED bearing CIN: L27101GJ1992PLC018101 and having its registered office at BLOCK NO B-104 GANESH HOMES NEAR PRAMUKH BUNGLOWS BEHIND SAHAJANANG HOMES CHENPUR ROAD NEW RANIP AHMEDABAD 382470 GUJARAT INDIA (hereinafter referred to 'the Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. All the Independent Directors are not Registered at Www.independentdirectorsdatabank.in portal but the appointment of all Independent Directors were made before the New Rules for Mandatory Registration at IICA comes into the force. No Independent Directors have passed the Online Proficiency Test.

Sr. No. Name of Director	DIN	Date of Appointment
1 Dineshkumar S Rao	06379029	15/09/2012
2 Prakash N. Shah	06376987	30/06/2020
3 Radheshyam R. Patel	02694786	01/10/2009
4 Alpesh K. Patel	00389094	01/10/2009

Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verificOation.

Place: Ahmedabad Date: May 20, 2023 UDIN: A008356E000345101