Harig Crankshafts Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

M/s Asrec (India) Limited (who became the financial creditor in place of Bank of India) filed a petition for
initiation of Corporate Insolvency Resolution Process (“CIRP”) against the Company, under Section 7 of
the IBC Code and the Company was admitted under CIRP in terms of the order passes by the Hon’ble
NCLT, Allahabad Bench vide its order dated March 31, 2023. In due course, Mr. Saurabh Chawla was
appointed as the Interim Resolution Professional of the Company and was confirmed as Resolution
Professional in the first meeting of the Committee of Creditors of the Company (“CoC”), held on April 27,
2023.

Under Section 17 of the Insolvency and Bankruptcy Code the management of the affairs of the company
shall vest in the erstwhile Resolution Professional. The powers of the Board of Directors shall stand
suspended and be exercised by the erstwhile Resolution Professional.

Pursuant to the appointment, the Resolution Professional took various steps in conformity with the
provisions of the IBC Code towards the conduct of the CIRP and management of the Company, including
the invitation of a resolution plan in consultation with the CoC and resolution plan submitted by the Palika
Towns LLP (“Resolution Applicant”), , was approved by the CoC in its meeting held on October 20, 2023
and has been approved by a Hon’ble NCLT, Allahabad Bench, vide Order dated April 17,2024.

The implementation of resolution plan is under the supervision of Implementation and Monitoring
Committee constituted in accordance with approved Resolution Plan comprising the nominee representing
Financial Creditor/s and one nominee from Resolution Applicant along with Resolution Professional.
Aforesaid Committee is supervising the compliances as per the terms of the Resolution Plan till such time
the Resolution Plan is fully implemented.

The Resolution Plan is currently in the process of implementation.

Members may kindly note that, the Directors of the Reconstituted Board (“Directors”) were not in office
for the period to which this report primarily pertains. During the CIRP Process, the RP was entrusted with
the management of the affairs of the Company. Prior to the Insolvency Commencement Date, the erstwhile
Board of Directors had the oversight on the management of the affairs of the Company. The Reconstituted
Board is submitting this report in compliance with the provisions of the Companies Act, 2013, the rules
and regulations framed thereunder (“Act”) and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015 (“Listing Regulations”). The Reconstituted
Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on
financial and operational health of the Company and performance of the management for the period prior
to the Acquisition. IBC is a new legislation in India and the Approved Resolution Plan of the Company is
amongst the first such resolution plan approved under the IBC. Members are requested to read this report
in light of the fact that the Reconstituted Board and the new management is currently implementing the
resolution plan.

FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its
financial statements as per Indian Accounting Standards (Ind AS) for the FY 2023-24. The highlights of
the financial results of the Company, extracted from the financial statements for the FY 2023-24 and
previous FY 2022-23, are as under:

(Rs. in Hundreds)

Particulars	Yearended	Yearended
	March 31,2024	March 31,2023
Net Revenue from Operations	0.00	0
Other Income	70,629.79	0
Total Revenue	70,629.79	0
Profit before Depreciation, Finance Charges and Tax	69130.25	-753.54
Finance Costs	0	0
Depreciation & Amortization Expense	38,994.56	40,832.06
Exceptional Items	0	0
Profit Before Tax	30,135.69	-41585.60
Tax Provision	0	0
- Current	0	0
- Deferred	0	0
Profit After Tax	30,135.69	-41585.60
Other Comprehensive Income	0	0
Total Comprehensive Income	0	0

DIVIDEND

In view of the operating loss incurred, the Directors does not recommend any dividend for the year under
review.

RESERVES AND SURPLUS

Due to loss incurred during the year under review, there was no transfer of any amount to Reserves for the
financial year ended on March 31, 2024.

SHARE CAPITAL

The issued and paid-up Share Capital of the Company remained unchanged during the year and stood at
Rupees 39,43,89,790/-/- the end of the financial year 2023-24.

There were no instances of issue of shares with differential voting right, buy back of shares or bonus issues
of shares during the year.

However, in terms of the above referred approved resolution plan, post closure of financial year, the
existing equity shareholders other than promoters issued new shares proportionality to extent of new
paid up equity as tabulated below. The promoter shareholding having 4,66,26,352 representing about
11.82% of total shareholding was written off and remaining shareholders holding 34,77,63,438 shares
were written down to new shareholding 5% of post-paid equity. The existing non-promoter or public
shareholders issued fresh equity 5,25,000 of face value 10/- proportionately to their holding at par.

The Resolution Applicant infused fresh share money of INR 9.975 Crores for face value of INR 10/-.
The share issued paid capital post new restructuring is INR 10.50 Crores and shareholding patter is as
follows:

Shareholders Category	Fresh No of shares face value of INR 10.00/	Amount (INR)	% of total equity	Comments
Existing shareholders(Public)	5,25,000	52,50,000	5%	Write-down of existing and issuance of fresh equity to all shareholders proportionally other than promoters.
Palika Town LLP	99,75,000	9,97,50,000	95%	Fresh Equity
Total	1,05,00,000	10,50,00,000

As stated above, the Board of Directors of the Company at their meeting held on July 15, 2024, issued and
allotted 1,05,00,000 equity shares of Rs 10 each and in order to give effect to the allotment, the existing
authorized share capital stands changed from Rs 50,00,00,000 divided 50,00,00,000 equity shares of Rs. 1
each to Rs. 50,00,00,000 divided into 5,00,00,000 of Rs. 10 each.

DEPOSITS

During the year under review, based on the information available on records, we can state that the
Company has not accepted any deposits from public within the meaning of Section 73 to 76 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 or any other
applicable provision(s), if any.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY, OCCURING AFTER THE BALANCE SHEET DATE

The Company was admitted under Corporate Insolvency Resolution Process (CIRP) under the Insolvency
and Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon’ble National Company Law
Tribunal (NCLT), Allahabad Bench vide order dated March 31, 2023. In due course, Mr. Saurabh Chawla

was appointed as the Interim Resolution Professional of the Company and was confirmed as Resolution
Professional in the first meeting of the committee of creditors of the Company (“CoC”), held on April 27,
2023.

Pursuant to the appointment, the Resolution Professional took various steps in conformity with the
provisions of the IBC Code towards the conduct of the CIRP and management of the Company, including
the invitation of a resolution plan in consultation with the CoC and resolution plan submitted by the Palika
Towns LLP (“Resolution Applicant”), with the intent to diversify into the Auto Ancillary Sector, was
approved by the CoC in its meeting held on October 20, 2023 and has been approved by a Hon’ble NCLT,
Allahabad Bench, vide Order dated April 17,2024. The Resolution Plan is currently under process of
implementation.

The said Resolution plan provided that in case the Resolution Applicant, after carrying out Techno
Economic Viability (TEV), finds that old plant and machinery could not be put to economic use or overall
acquisition/business strategy is not translating as envisaged ,the old existing plant and machinery could be
sold. It is also been provided where post TEV Resolution applicant did not find investment viable, as an
alternate strategy, it may dilute the equity in favour of some existing organised player in Auto Ancillary
sector or may sell part of Assets (old plant and Machinery) or entire assets on “As as whereas as it is
basis”.

In furtherance of the Resolution Plan as discussed above and after the TEV study report dated May 13,
2024 undertaken by Mr. Vishal Kanwar, Registered Valuer (Regn No. CAT-VII/127/341/2017-18) , the
Board of Director in its meeting held on dated June 21, 2024 inter alia, has considered and approved to sell
the undertaking of the Company comprising of land and building situated at C-49,Noida Phase-II, Noida,
Gautam Budh Nagar, Uttar Pradesh-201305 over a total area of 22,343.10 sq. meter along with Plant &
machinery situated thereat, either as a whole or in part for the consideration not exceeding Rs. 79 crores,
subject to the requisite approval of the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS INDUCTIONS, RE-APPOINTMENT/RE-DESIGNATIONS, RETIREMENT &
RESIGNATIONS

During the Financial Year ended on March 31 2024, there board was suspended due to insolvency process.

However, after the closure of Financial Year 2023-24 and in terms of the Resolution Plan, the Monitoring
Committee in its meeting held on 17.05.2024: has appointing following directors:

S.No.	Particulars	Effective date of Appointment
1.	Manoj Agarwal -Managing Director, Chairperson	May 17,2024
2.	Lalit Kumar- Non-Executive - Independent Director	May 17,2024
3.	Pragya Agarwal- Non-Executive - Non-Independent Director	May 17,2024
4.	Rajveer Singh- Non-Executive - Independent Director	May 17,2024

Upon approval of Resolution Plan, erstwhile directors of the Company vacated from the office w.e.f. April
17, 2024

S.NO

NAME OF THE DIRECTOR

DESIGNATION

Effective date of

			Appointment
1	Himmat Singh	Non-Executive	April 17,2024
2	Gopalrao Gangadharrao Patwardhan	Independent Non-Executive	April 17,2024
3	Sushil Nanda	Independent Non-Executive	April 17,2024

KEY MANAGERIAL PERSONNEL (KMP)

During the Financial Year ended on March 31 2024, there were no changes in the Key Managerial
Personnel of the Company.

However, after the closure of Financial Year 2023-24, except provided above, the Company have appointed
below mentioned KMP:

S. No.	Particulars	Effective date of Appointment
1.	Payas Agarwal- Chief Financial Officer	August 28,2024
2.	Komal Agarwal - Company Secretary	July 15, 2024

ANNUAL PERFORMANCE EVALUATION

During the year, the performance of the Board and individual Directors was not evaluated considering
the commencement of the CIRP against the company. The directors will carry out an evaluation of its own
performance, performance of the Directors individually as well as the evaluation of the working of its
committees. The system of evaluation is being developed and should be implemented shortly.

BOARD MEETINGS

M/s Asrec (India) Limited (who became the financial creditor in place of Bank of India) filed a petition for
initiation of Corporate Insolvency Resolution Process (“CIRP”) against the Company, under Section 7 of
the IBC Code and the Company was admitted under CIRP in terms of the order passes by the Hon’ble
NCLT, Allahabad Bench vide its order dated March 31, 2023. In due course, Mr. Saurabh Chawla was
appointed as the Interim Resolution Professional of the Company and was confirmed as Resolution
Professional in the first meeting of the Committee of Creditors of the Company (“CoC”), held on April 27,
2023.The powers of the Board of Directors shall stand suspended and be exercised by the erstwhile
Resolution Professional.. The Board had not met in the financial year 2023-24.

AUDIT COMMITTEE

As on 31.03.2023, the powers of the Board of Directors shall stand suspended and be exercised by the
erstwhile Resolution Professional During and as at the end of the financial year under review, the Audit
Committee had not met in the financial year 2023-24

However, after the closure of Financial Year 2023-24 and pursuant to the above referred approved
Resolution Plan, the Board of Directors reconstituted the Audit committee of the Company w.e.f.

S. No.	Name	Designation
1.	Rajveer Singh- Non-Executive - Independent Director	Chairperson
2.	Lalit Kumar- Non-Executive - Independent Director	Member
3.	Manoj Agarwal - Executive Director	Member

NOMINATION AND REMUNERATION COMMITTEE

As on 31.03.2023, The powers of the Board of Directors shall stand suspended and be exercised by the
erstwhile Resolution Professional During and as at the end of the financial year under review, the
Nomination and Remuneration Committee had not met in the financial year 2023-24

However, after the closure of Financial Year 2023-24 and in terms of above referred approved Resolution
Plan, the Board of Directors reconstituted the Nomination and Remuneration Committee of the Company
w.e.f. 21.06.2024 by appointing following directors:

S. No.	Name	Designation
1.	Rajveer Singh- Non-Executive - Independent Director	Chairperson
2.	Lalit Kumar- Non-Executive - Independent Director	Member
3.	Pragya Agarwal - Non-Executive Director	Member

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31.03.2023, The powers of the Board of Directors shall stand suspended and be exercised by the
erstwhile Resolution Professional During and as at the end of the financial year under review, the
Stakeholder Relationship Committee had not met in the financial year 2023-24

However, after the closure of Financial Year 2023-24 and in terms of the approved Resolution Plan, the
Board of Directors reconstituted , the Stakeholder Relationship Committee of the Company w.e.f.
21.06.2024 by appointing following directors:

S. No.	Name	Designation
1.	Rajveer Singh- Non-Executive - Independent Director	Chairperson
2.	Manoj Agarwal - Executive Director, Chairperson	Member
3.	Pragya Agarwal - Non-Executive Director, Chairperson	Member

The Company Secretary of the Company is the Secretary of the Committee.

For further details about all the Committees of the Board of Directors of the Company, please refer the
Corporate Governance Report which forms an integral part of this Annual Report.

SUBSIDIARY / ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED
FINANCIALSTATEMENTS

During the financial year under review, based on the information available on records, we can state that
the Company was not having any subsidiary or joint venture or associate company in terms of the
provisions of the Act. Hence, the Company is not required to prepare form AOC-1 with respect to
performance of subsidiary or joint venture or associate company.

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 and Rules made there under and
as per the approvals of the Committee of Creditors, M/s. S.N. Nanda &Co., Chartered Accountants,
(ICAI Firm Registration No.[000685N]) Statutory Auditors of the Company, appointed by resolution
professional Mr. Saurabh Chawla, during the period when the Company was undergoing through
Insolvency Process, Post approval of Resolution Plan, They have tendered their resignation vide email
dated 31^st July, 2024

Pursuant to the provisions of section 139 of the Companies Act, 2013 and Rules made there under, ,
based on the Recommendation of Audit Committee and subject to the approval of Shareholders The
Board Of Director have passed the resolution vide its Meeting dated 10^th October, 2024

a) the appointment of Rajat Associates, Chartered Accountants (FRN: 001885C) for two (2) terms of 5
consecutive years for the purpose of audit of the financial statements of the Company from FY 2011-12
to 2020-21.

b) the appointment of M.B. Gupta & Co, Chartered Accountants (FRN: 006928N) for one (1) term of 5
consecutive years for the purpose of audit of the financial statements of the Company from FY 2021¬
22.

However, the approval of shareholder is requested in the ensuing Annual General Meeting of the
company.

AUDITORS'' REPORT

The Auditors'' Report read along with notes to accounts is self-explanatory and therefore does not call for
further comments. The Auditors'' Report does not contain any qualification, reservation, or adverse
remark.

SECRETARIAL AUDITORS AND THEIR REPORT

The Board appointed Loveneet Handa & Associates, Practicing Company Secretaries, as secretarial
auditor to conduct a secretarial audit of the Company for the financial year 2023-24. The secretarial
auditor has made certain observations in the report. Pursuant to the Acquisition and the above referred
IBC Order passed by the NCLT, there has been a change in the Board and the management of the
Company. Given that the observations pertain to the prior period, we are not in a position to comment on
the said observations. The Secretarial Audit report for financial year 2023-24 is annexed to this report
(Annexure - A).

COST RECORDS

During the financial year under review, based on the information available on records, we can state that the
requirement of maintaining Cost Records under Section 148 of the Companies Act,2013 are not applicable
on the Company.

NOMINATION & REMUNERATION POLICY

Post the Acquisition, based on the recommendations of the NRC, the Board has approved and adopted a
revised Remuneration Policy for Directors, Key Managerial Personnel and all other employees of the
Company (“Remuneration Policy”) effective July 11, 2018.

As part of this policy, the Company will strive to achieve alignment between pay and long-term
sustainable performance. The Remuneration Policy is available on the website of the Company and can be
accessed via. https://www.harigcrankshafts.com/investors.html.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, based on the information available on records, we can state that
the Company was not covered under the provisions of Section 135 of the Companies Act, 2013 related to
Corporate Social Responsibility.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate
section,forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report along with the Certificate on
CorporateGovernance as required under Listing Regulations.

INTERNAL CONTROLS AND ITS ADEQUACY

The Board of Directors of the Reconstituted Board were not in office for the period to which this report
primarily pertains. During the CIRP Process, the erstwhile Resolution Professional was entrusted with and

responsibly for the management of the affairs of the Company. Further, during the implementation period
i.e. w.e.f. April 17, 2024 till May 17, 2024, the affairs and control of the company was under the
management of Implementation and Monitoring Committee, constituted as per NCLT order.

RISK MANAGEMENT

The Company is under process of developing a robust risk management framework, which identifies and
evaluates business risks and opportunities and protect the interest of the shareholders and stakeholders.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in commitment to values and ethical business conduct in a fair and transparent
manner, which is reflected in its culture, policies and other manner in which it deals with various
stakeholders.

With the endeavor to develop a culture, which is safe for all the employee/directors to raise concerns about
any unacceptable practices and any event of misconduct, your Company has established a Whistle Blower
Policy for the employees/Directors of the Company pursuant to Section177(9) of the Companies Act,
2013.

The Vigil Mechanism provides a mechanism for employees/Directors of the Company to approach the
First info members (i.e. Compliance Officer and Head-HR) in case of any unethical behavior, moral
turpitude, financial misappropriation, actual/ suspected/ anticipated fraud or violation of Company s code
of conduct.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

During the financial year under review, based on the information available on records, we can state that
the Company has not advanced any Loan, Guarantee or made any Investment covered under the provisions
of Section 186 of the Act during the financial year.

ANNUALRETURN

The Annual Return in form MGT-7 of the Company, as required under Section 92 of the Companies Act,
2013, is available on the website of the Company at www.harigcrankshafts.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, based on the information available on records, we can state that the
Company has no transaction with related parties which is required to be reported under Section 134 (3) (h)
of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGSAND OUTGO.

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure B forming part of this
Report.

PARTICULARS OF EMPLOYEES

During the financial year under review, based on the information available on records, we can state that
there was no employee employed in the Company, therefore the disclosure related to remuneration of
directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) & 5(2)/(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not being provided in this
report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

Save as otherwise provided in this report there were no significant material orders other than Orders
mentioned in this Report which would impact the going concern status of the Company and its future
operations were passed by the Regulators/ Courts/ Tribunals.

DIRECTOR''S RESPONSIBILITY STATEMENT

- pursuant to Section 134(5) of the Act, the Reconstituted Board of Directors, based on the
knowledge/ information gained by them, about the affairs of the Company, in a limited period of
time and based on understanding of the then existing processes of the Company and to the best of
their knowledge state that: in the preparation of the annual accounts for the year ended March 31,
2024, the applicable accounting standards have been followed and there are no material departures
from the same.

- the Directors have selected such accounting policies and applied them consistently and made judgements
and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date.

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.

- the Directors have prepared the annual accounts of the Company on a going concern basis.

- the Directors have laid down internal financial controls to be followed by the Company and that
suchinternal financial controls are adequate and were operating effectively.

- the Directors have devised proper systems to ensure compliance with the provisions of all
applicablelaws and that such systems were adequate and operating effectively.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013

Post CIRP, the Company has complied with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual
Harassment at the Workplace in line with the provisions of the said Act. An Internal Complaints
Committee has been set up to address the complaints received regarding Sexual Harassment. The policy and
the Internal Complaints Committee is announced to all staff and is available with HR Department.

SECRETARIAL STANDARDS

Post CIRP, The Company has complied with the applicable Secretarial Standards as issued by the Institute
of CompanySecretaries of India (ICSI).

LISTING FEES

The Equity Shares of your Company are listed on the BSE Limited (BSE).

The trading/dealing in securities of the Company is already suspended by the Stock Exchange for violation of
SEBI & Stock Exchange Regulations. The Company is in the process of relisting its shares at the BSE.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not
reported any frauds to the Audit Committee or to the Board of Directors as prescribed under Section 143(12)
of the Companies Act, 2013 and rules made thereunder.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions/events happened on these items during the year under review:

a) Issue of equity shares with differential voting rights or sweat equity or stock options.

b) Changes in the nature of business activities.

c) Fraud reporting by the auditors.

d) Difference between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

ACKNOWLEDGMENT

Your Directors express their gratitude for the help, guidance and support received from the
Lenders, Committee of Creditors and Monitoring professional as well as the statutory authorities.

Your Directors and employees look forward to the future with confidence and stand committed towards
creating a mutually ‘rewarding future for all stakeholders,

FOR AND ON BEHALF OF THE
BOARD OF DIRECTOR

Sd/-

Place : Noida Manoj Agarwal

Date: 06-12-2024 Chairman & Managing Director

DIN:00093633