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Directors Report of Hind Rectifiers Ltd.
Mar 31, 2025
The Directors present the 67th Annual Report of Hind Rectifiers Limited, along with the Audited Financial Statements for the financial year ended March 31,2025.
The consolidated performance of the Company and its subsidiaries has been discussed wherever applicable.
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('' in lakhs) |
||||
|
FINANCIAL RESULTS |
Standalone |
Consolidated |
||
|
Year Ended |
Year ended |
Year Ended |
Year ended |
|
|
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
|
|
Revenue from Operation |
65,536.74 |
51,755.25 |
65,536.74 |
51,755.25 |
|
Other Income |
148.11 |
61.02 |
148.11 |
61.02 |
|
Total Revenue |
65,684.85 |
51,816.27 |
65,684.85 |
51,816.27 |
|
Profit Before Interest, Tax, Depreciation and Amortization (PBITDA) |
7,194.96 |
4,485.37 |
7,179.13 |
4,485.37 |
|
Less: Finance Cost |
1,319.16 |
1,272.63 |
1,319.16 |
1,272.63 |
|
Profit/Loss before Depreciation and Tax |
5,875.80 |
3,212.74 |
5,859.97 |
3,212.74 |
|
Less: Depreciation |
848.70 |
744.62 |
848.70 |
744.62 |
|
Profit/(Loss) before Exceptional Item |
5,027.10 |
2,468.12 |
5,011.27 |
2,468.12 |
|
Exceptional Items |
- |
(699.22) |
- |
(699.22) |
|
Profit/(Loss) before Tax |
5,027.10 |
1,768.90 |
5,011.27 |
1,768.90 |
|
Less: Provision for Taxation- Current |
1,311.69 |
48.12 |
1,311.69 |
48.12 |
|
Deferred |
(1167) |
469.75 |
(1167) |
469.75 |
|
Profit/(Loss) after taxes |
3,727.08 |
1,251.03 |
3,711.25 |
1,251.03 |
|
Other Comprehensive Income (Net of Tax) |
(0.32) |
4.22 |
(0.41) |
4.22 |
|
Total Comprehensive Income for the year |
3,726.76 |
1,255.25 |
3,710.84 |
1,255.25 |
Revenue from the operations during the year 2024-2025 was '' 65,536.74 lakhs as compared to '' 51,755.25 lakhs in the year 2023-2024 showing an increase of 26.63%. Profit before interest, depreciation, and tax was '' 7,179.13 lakhs compared to '' 4,485.37 lakhs showing an increase of 60.06% because of better product mix and better monitoring of cost. Profit before exception item was '' 5,011.27 lakhs compared to '' 2,468.12 lakhs showing of in increase of 103.4% because of monitoring of interest cost. Profit after tax has increased to from '' 1,251.03 lakhs to '' 3,711.25 lakhs showing an increase of 196.66%.
The Company is continuously putting efforts to achieve better performance. For increasing the business, Company has launched a number of new products during the financial year 2024-2025. For improving the margin, Company is focusing on backward integration and inhouse production of critical components.
The Company continues to focus on the development of new products for Railways and also for other applications. With increased Electric Locomotive production and electrification of routes and Modernization of Railway facilities, demand
from Railways is expected to be good. Considering the growth anticipated in various international and domestic projects in power sector and also infrastructure planned by Govt. of India, demand from industrial sector is likely to be good.
Although the primary customer continues to be Indian Railways, however, the Company is putting increased focus on developing new products for private rolling stock manufacturers, and Industrial sector by upgrading and expanding existing product lines.
The Company is also putting efforts for increasing the exports and has set up a subsidiary at UAE. For developing next generation solutions in IT, AI, Web3 and other emerging technologies, Company has set up a subsidiary in India.
The Company has healthy order bookings for the financial year 2025-2026.
No material changes and commitments have occurred after the close of the year under review till the date of this Report which affect the financial position of the Company. The Company did not undergo any change in the nature of its business during the financial year 2024-2025.
The Board of Directors is pleased to recommend a dividend of '' 2 per equity share of face value '' 2/- each (@100%), subject to deduction of tax at source, to the shareholders whose names appear in the Register of Members as on the Record Date/book closure date.
The dividend on equity shares, if approved by the members, would result in a cash outflow of '' 343.25 lakhs.
As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. Shareholders are requested to refer to the Notice of the Annual General Meeting for further details.
The Board of Directors has decided to retain the entire profit for the financial year 2024-2025, as reflected in the Statement of Profit and Loss.
The paid-up Equity Share Capital of the Company as on March 31,2025, stood at '' 3,43,25,350. During the year under review, the Company did not issue any shares, convertible securities, or shares with differential voting rights, except for the shares allotted under the HIRECT Employees Stock Option Plan -2018 (ESOP 2018).
None of the Directors of the Company hold any instruments convertible into equity shares of the Company as on March 31, 2025.
EMPLOYEES'' STOCK OPTION SCHEME
With a view to attracting and retaining key talent by rewarding performance and motivating employees to contribute to the overall corporate growth and profitability, the Company grants share-based benefits to eligible employees under its ESOP Scheme.
The Companyâs Employees Stock Option Scheme, viz., ''HIRECT Employees Stock Option Plan - 2018â or ''ESOP 2018â, was approved by the members at the 60th Annual General Meeting held on August 13, 2018, for the 2,50,000 options convertible into an equal number of equity shares.
The Nomination and Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employeesâ Stock Option Plan of the Company. The grant and vesting of options are based on the performance of the employee, as may be determined by the Nomination and Remuneration Committee from time to time. The vesting period shall not be
less than one year and not more than four years from the date of grant of options. Vesting may occur in one or more tranches.
The exercise price shall be based on the market price of the Companyâs shares, which is defined as the latest closing price on a recognized stock exchange where the shares of the Company are listed, on the trading day immediately preceding the date of the meeting of the Committee at which the grant is approved. The maximum term of the options granted under the scheme shall be five years from the date of grant. The scheme contemplates a fresh issue of shares by the Company ("Primary Shares"). There has been no change in the scheme nor any variation in the terms of the options. The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
During the financial year 2024-2025, no stock options were granted under the ESOP Scheme. However, 7,002 options lapsed during the year. Please refer to Note 65 in the financial statements for further details.
During the financial year, a total of 19,741 stock options vested, and 24,815 shares were allotted pursuant to the exercise of options approved by the Nomination and Remuneration Committee. The exercise price was '' 85 per share (including a face value of '' 2). Through the exercise of these options, the Company realized '' 21,09,275. Consequently, 24,815 equity shares were issued during the financial year under review. The Company received listing and trading approvals from BSE and NSE on November 26, 2024, and the said equity shares have been listed and admitted for trading on the Stock Exchanges from November 27, 2024.
The details of ESOP 2018, including the terms of reference and the disclosures required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Companyâs website at https://hirect.com/wp-content/uploads/2025/05/Disclosure-for-ESOP-2025.pdf.
The Compliance Certificate under Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, issued by the Secretarial Auditor of the Company, is available for inspection by the Members at https://hirect.com/wp-content/uploads/2025/05/Certificate-for-ESOP-2025.pdf.
The Company has not accepted any deposits from the public and, as such, no amount on account of principal or interest on deposits from the public was outstanding as of the date of the balance sheet.
The composition of the Board and its Committees, the category of Executive and Non-Executive Directors, the familiarization program, and other related information are detailed in the Corporate Governance Report, which forms part of this Report.
During the year, the Members approved the appointment of Mr. Vishal Pacheriwala (DIN: 07244575) as an Independent Director, effective May 28, 2024, at the 66th Annual General Meeting held on August 1,2024.
Mr. Pradeep Goyal (DIN: 00008370), Chairman and Mr. V. K. Bhartia (DIN: 00019810) ceased to be Independent Directors with effect from August 14, 2024, upon completion of their second term on August 13, 2024. The Board places on record its sincere appreciation and gratitude for their valuable contributions, guidance, and unwavering support throughout their tenure. The Board appointed Mr. Suramya Nevatia, the Managing Director & CEO as the Chairman of the Board effective from August 14, 2024.
In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Parimal Merchant (DIN: 00201962), Non-Executive Director, is liable to retire by rotation at the upcoming Annual General Meeting. Being eligible, he has offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved and recommends his re-appointment for the consideration of the Members at the Annual General Meeting.
The first term of office of Mrs. Ashlesha Bodas as an Independent Director expires on June 25, 2025, and that of Mr. Vandan Shah as an Independent Director expires on February 9, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended the re-appointment of Mrs. Ashlesha Bodas and Mr. Vandan Shah as Independent Directors of the Company for a second term of five consecutive years, effective from June 26, 2025, and February 10, 2026, respectively. The Board is satisfied with the integrity, expertise, and experience (including proficiency as required under Section 150(1) of the Companies Act, 2013, and applicable rules) of Mrs. Ashlesha Bodas and Mr. Vandan Shah. The Company has received the requisite notices in writing under Section 160 of the Companies Act, 2013.
The term of Mrs. Akshada Nevatia as Executive Director is up to January 14, 2026. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has re-appointed Mrs. Akshada Nevatia as Whole-time Director, designated as "Executive Director" of the Company, for a
period of three years with effect from January 15, 2026, to January 14, 2029, subject to the approval of the members at the forthcoming Annual General Meeting. The Company has received the requisite notice in writing under Section 160 of the Companies Act, 2013. Accordingly, the Board recommends the resolution relating to the re-appointment of Mrs. Akshada Nevatia as Whole-time Director designated as "Executive Director" for approval by the members of the Company.
The notice of the Annual General Meeting sets out the details of the above re-appointments, including their brief profiles.
None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.
Pursuant to the provisions of Section 149 of the Companies Act, 2013, all the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. The Independent Directors have also confirmed their compliance with the Companyâs Code of Conduct. There has been no change in circumstances affecting their status as Independent Directors of the Company. Furthermore, they are not aware of any circumstance or situation, existing or reasonably anticipated, that could impair or impact their ability to discharge their duties with objective independent judgment, free from any external influence, and confirm that they remain independent of the management.
In the opinion of the Board, there has been no change in circumstances that may affect their status as Independent Directors of the Company.
In the opinion of the Board, the Independent Directors possess high repute, integrity, and the relevant expertise and experience in their respective fields. They fulfil all the conditions of independence specified under the Companies Act, 2013, and the SEBI Listing Regulations, 2015, and adhere to the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Additionally, the Independent Directors have complied with Section 150 and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, by including their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
During the year under review, the Non-Executive Directors had no material pecuniary relationships or transactions with the Company other than sitting fees and reimbursement of reasonable expenses, if any, incurred for attending meetings.
In terms of Section 149 of the Companies Act, 2013, and the SEBI Listing Regulations, 2015, Mr. Vandan Shah, Mrs.
Ashlesha Bodas, and Mr. Vishal Pacheriwala are Independent Directors of the Company.
Mr. Suramya Nevatia, Chairman & Managing Director (CEO), Mr. A.K. Nemani, Chief Financial Officer, and Ms. Meenakshi Anchlia, Whole-time Company Secretary & Compliance Officer, are the Key Managerial Personnel of the Company. During the year under review, there were no changes in the Key Managerial Personnel except for the resignation of Mr. Anil Mehta, Joint Chief Financial Officer, effective November 29, 2024.
The Board met four times during the financial year. Details of these meetings are provided in the Corporate Governance Report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.
Details of the Committees, including their composition, number of meetings, attendance, and other related information, are provided in the Corporate Governance Report. The Board has accepted all the recommendations made by the Committees.
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India in conducting its meetings.
SIGNIFICANT AND MATERIAL ORDERS
There were no significant or material orders passed by Regulators or Courts that would impact the going concern status of the Company or its future operations.
There were no proceedings, either initiated by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.
There was no instance of a one-time settlement with any bank or financial institution during the year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability confirms that:
(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
(ii) They 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 of the profit of the Company for that period;
(iii) They 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;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
The Board of Directors has carried out an annual evaluation of its own performance, the performance of Board Committees, and individual directors in accordance with the provisions of the Companies Act, 2013, and the SEBI Listing Regulations, 2015. The Board was highly satisfied with the evaluation process and the overall performance, except for one instance of attendance which was noted.
The Board conducted a self-evaluation process, seeking input from all Directors on criteria such as board composition and structure, effectiveness of board processes and information flow, and overall functioning.
The Board evaluated the performance of the Committees after seeking inputs from the respective Committee members, based on criteria such as committee composition, effectiveness of meetings, and related aspects.
The Board reviewed the performance of individual directors based on criteria such as preparedness, contribution to discussions, and the quality of their input during Board and Committee meetings. The evaluation of Independent Directors was conducted by the entire Board, excluding the director being assessed.
In separate meetings of the Independent Directors, the performance of each Director (Non-Independent Directors and Independent Directors), the Board as a whole, the Committees of the Board, the Chairman and Managing Director & CEO of the Company, and the flow of information were evaluated, taking into account the views of the Executive and Non-Executive Directors.
At the Board meeting following the meetings of the Independent Directors and the Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual Directors was discussed. The evaluation of Independent Directors was conducted by the entire Board, excluding the Independent Director being evaluated.
The evaluation criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES
As of March 31, 2025, the Company has one subsidiary, and there has been no material change in the nature of the subsidiary''s business. The Company does not have any associates or joint ventures within the meaning of Section 2(6) of the Companies Act, 2013.
Hirect FZ-LLC was incorporated as a wholly owned subsidiary on November 21, 2024, with the intention to deal in power generation, transmission & distribution equipment trading, heavy equipment & machinery spare parts trading, electronic card wholesale, industrial plant equipment & spare parts trading, and wholesale of non-ferrous metal main products trading.
Coincade Studios Private Limited was incorporated as a wholly owned subsidiary on April 15, 2025, with the intention of developing cutting-edge products and solutions in information technology (IT), artificial intelligence (AI), Web3, and varied software.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company. The Company does not have any subsidiary which has been liquidated or sold during the financial year.
Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, including the consolidated financial statements along with relevant documents, and the details of the subsidiaries, are available on the Company''s website at https://hirect.com/ financials-annual-reports/.
PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS
The particulars of loans, guarantees, and investments made by the Company, as required under Section 186 of the Companies Act, 2013, have been disclosed in the financial statements. For details, please refer to Note No. 6 forming part of the financial statements.
All contracts, arrangements, and transactions entered into by the Company with related parties during the financial year were on an arm''s length basis and in the ordinary course of business. Disclosure in Form AOC-2, pursuant to the provisions of Sections 134 and 188 of the Companies Act, 2013, for material related party transactions, is annexed as Annexure D and forms an integral part of this Report. Further, all related party transactions have been disclosed in the notes to the financial statements. There were no Related Party Transactions that have any conflict of interest.
The Board has approved the criteria for granting omnibus approval by the Audit Committee. Prior omnibus approval is obtained for related party transactions that are of a repetitive nature, entered into in the ordinary course of business, and on an arm''s length basis. All related party transactions are placed before the Audit Committee for its approval and review.
The Board-approved Policy on Related Party Transactions is available on the Company''s website at: https://hirect.com/ policies/.
VIGIL MECHANISM /WHISTLEBLOWER POLICY
The Company is committed to upholding the highest standards of ethical, moral, and legal conduct in its business operations. In line with this commitment, a Whistleblower Mechanism has been established to enable Directors and employees to report concerns regarding unethical behaviour, actual or suspected fraud, or violations of the Company''s Code of Conduct. The policy is reviewed periodically by the Board and updated as necessary to ensure its continued relevance and effectiveness.
During the year under review, the Company did not receive any complaints under the Vigil Mechanism/Whistleblower Policy. The Policy is available on the Company''s website at https:// hirect.com/policies/.
The Company believes that true board diversity encompasses a wide range of perspectives and is not limited to the presence of various diverse traits. A diverse Board enhances the quality of decision-making by drawing on the varied thoughts, perspectives, skills, qualifications, experience, knowledge, regional and industry expertise, cultural and geographical backgrounds, age, ethnicity, race, and gender of its members-contributing meaningfully to sustainable and balanced development.
In line with this philosophy, the Company has adopted a Board Diversity Policy that outlines its approach to ensuring diversity
on the Board. The Policy is available on the Companyâs website at https://hirect.com/policies/.
NOMINATION AND REMUNERATION POLICY
The Company has an appropriate and balanced mix of Executive, Non-Executive, and Independent Directors to ensure the independence of the Board. This composition facilitates a clear separation between the Boardâs governance responsibilities and the Companyâs management functions, thereby enhancing overall effectiveness and accountability in decision-making.
Details of the Nomination and Remuneration Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.
The Companyâs policy on Directorsâ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director, and other related matters as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Companyâs website at https://hirect.com/policies/.
We affirm that the remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of the Company.
The salient features of the policy include serving as a guideline for matters related to the appointment and re-appointment of Directors, Key Managerial Personnel, and Senior Management Personnel; providing guidelines for determining the qualifications, positive attributes, and independence of Directors; and laying down the criteria for Board membership, among other provisions.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Companyâs CSR initiatives and activities are aligned with the requirements of Section 135 of the Companies Act, 2013.
A brief outline of the Companyâs CSR Policy and the initiatives undertaken in this regard are provided in Annexure E of this report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Policy is available on the Companyâs website at https://hirect.com/policies/.
The Company had dissolved the Corporate Social Responsibility Committee effective June 1 1, 2021, as the prescribed CSR expenditure did not exceed '' 50 lakhs, and the functions of the Committee were being performed by the Board of Directors. Subsequently, the CSR Committee was reconstituted by the Board at its meeting held on May 5, 2025. The reconstituted
CSR Committee comprises Mr. Vishal Pacheriwala (Chairman), Mr. Suramya Nevatia, and Mrs. Akshada Nevatia.
Details pertaining to the Audit Committee are included in the Corporate Governance Report, which forms part of this report. During the year, all recommendations made by the Audit Committee were accepted by the Board.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the provisions of Regulation 34 of the SEBI Listing Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and forms an integral part of this report.
The Company has complied with the corporate governance requirements under the Companies Act, 2013, and the SEBI Listing Regulations, 2015. A separate section on corporate governance, together with a certificate from the statutory auditors confirming such compliance, is annexed and forms an integral part of this report.
M/s GMJ & Co, Chartered Accountants (Firm Registration Number: 103429W), were appointed as the statutory auditors of the Company for a term of five consecutive years at the 64th Annual General Meeting held in 2022, enabling them to effectively carry out the audit procedures required under various regulatory provisions.
The statutory auditors have confirmed that they meet the independence criteria as prescribed under the Companies Act, 2013, and comply with the Code of Ethics issued by the Institute of Chartered Accountants of India.
The statutory auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.
The Audit Committee reviews the independence and objectivity of the statutory auditors and the effectiveness of the Audit process.
The Auditorsâ Report free from any qualifications, reservations, adverse remarks, or disclaimers and is enclosed with the financial statements in this Annual Report.
During the financial year under review, the Auditors did not report any matter under Section 143(12) of the Companies Act,
2013; consequently, no disclosure is required under Section 134(3)(ca) of the Companies Act, 2013. The Statutory Auditor was present at the last Annual General Meeting held on August 1,2024.
The Company maintains cost records and conducts cost audits in compliance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.
On the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s N. Ritesh & Associates, Cost Accountants (Firm Registration Number R100675), as Cost Auditors to audit the cost accounts of the Company for the financial year 2025-2026. The Company has received their written consent confirming that the appointment complies with the applicable provisions of the Companies Act, 2013 and the rules framed thereunder. The Cost Auditors have confirmed their independence and that they are not disqualified from being appointed as Cost Auditors of the Company under Section 141 of the Companies Act, 2013.
The remuneration of the Cost Auditors has been approved by the Board of Directors based on the recommendation of the Audit Committee and in accordance with the provisions of the Companies Act, 2013 and the applicable rules thereunder. The requisite resolution for ratification of the remuneration payable to the Cost Auditors by the members has been included in the Notice convening the 67th Annual General Meeting of the Company.
The Cost Audit Report for the financial year 2024 did not contain any qualifications, reservations, adverse remarks, or disclaimers.
The Report of the Cost Auditors for the financial year ended March 31,2025 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period.
In compliance with Regulation 24A of the SEBI Listing Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board at its meeting held on May 5, 2025, based on recommendation of the Audit Committee, has approved the appointment of GMJ & Associates, Practising Company Secretaries, a peer reviewed firm (Peer Review Certificate No.: 6140/2024) as Secretarial Auditors of the Company for a term of five consecutive years commencing from financial year 2025-2026 till financial year 2029-2030, subject to approval of the Members at the ensuing AGM.
Brief profile and other details of M/s. GMJ & Associates, Practicing Company Secretaries, are disclosed in the AGM Notice approved by the Board. They have given their consent to act as Secretarial Auditors of the Company and have confirmed their eligibility for the appointment. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.
The Secretarial Audit Report is annexed as Annexure A and forms an integral part of this report. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers.
During the financial year under review, the Secretarial Auditors did not report any matter under Section 143(12) of the Companies Act, 2013; therefore, no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
The Company has implemented an adequate system to ensure compliance with all applicable and mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, and the system is operating effectively.
The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term enhancement of corporate value. Accordingly, the Company continuously strives to strengthen these structures, recognizing that a robust internal control framework serves as a key pillar of sound corporate governance.
The scope of audit activities is broadly determined by the annual audit plan, which is approved by the top management and the Audit Committee. The Internal Auditors conduct regular reviews of the internal systems and procedures, and submit reports outlining their findings. They also monitor the implementation of corrective actions to ensure the effectiveness and continual improvement of the internal control framework.
The Audit Committee of the Board of Directors periodically reviews the adequacy and effectiveness of the internal financial control system of the Company. Based on its assessment, the Committee provides recommendations to enhance and strengthen the internal control mechanisms, thereby ensuring reliability and integrity of financial reporting and compliance with applicable laws and regulations.
Based on the internal financial control and compliance procedures established and maintained by the Company, along
with the work carried out by the internal auditors, statutory auditors, cost auditors, and secretarial auditorsâincluding their audit of internal financial controlsâand the reviews conducted by the management and the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and operating effectively during the financial year 2024-2025.
The Company has adopted comprehensive policies and procedures to ensure the orderly and efficient conduct of its business operations. These encompass adherence to established policies, safeguarding of assets, prevention and detection of fraud and errors, ensuring the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures.
The Companyâs internal control systems are designed to align with the nature of its business as well as the size and complexity of its operations. The internal financial controls related to the financial statements are considered adequate and effective.
The Company has adequate systems and processes in place to comply with all applicable laws and regulations including the CSR obligations, pays applicable taxes on time.
The Company has implemented a Risk Management Policy approved by the Board of Directors, which establishes a comprehensive framework for identifying and assessing various risks, including operational, strategic, financial, regulatory, and human resource risks. This policy ensures the development of adequate risk management infrastructure to effectively address these risks. The Audit Committee oversees financial risks, controls, and cybersecurity. Major risks identified across different business units and functions are systematically managed through continuous mitigating actions. The risk management framework is regularly reviewed, with the Management consistently monitoring its development and implementation. Furthermore, the Company has established a robust internal audit function that systematically reviews and ensures the ongoing effectiveness of its internal financial controls.
The particulars of the Credit Rating are detailed in the Corporate Governance Report, which forms part of this Annual Report.
The Company is committed to conducting its business in compliance with all applicable laws, rules, and regulations while
upholding the highest standards of business ethics. In line with this commitment, the Board of Directors has adopted a Code of Conduct for Directors and Senior Management Personnel, designed to address ethical concerns and promote a culture of accountability and integrity throughout the organization.
The Companyâs shares are listed on BSE Limited and National Stock Exchange of India Limited, and the Company ensures timely payment of the requisite listing fees to both stock exchanges.
The Companyâs Equity Shares are admitted to the depository systems of the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and have been allotted ISIN No. INE835D01023. Shareholders are encouraged to utilize this facility by lodging their holdings with Depository Participants (DPs) where they maintain their Demat accounts to convert their physical shareholdings into electronic form.
The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure B and forms an integral part of this Annual Report.
A statement showing the names and other particulars of employees drawing remuneration exceeding the limits specified in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in accordance with the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to members and others entitled thereto excluding this information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy may write to the Company Secretary at the email ID investors@hirect.com, upon which a copy will be provided.
PREVENTION OF SEXUAL HARASSMENT
The Company maintains a zero-tolerance policy towards sexual harassment in the workplace and has adopted a policy in alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, along
with its Rules. This policy applies to all employees, including permanent, contractual, temporary staff, and trainees. To ensure prompt and effective resolution of complaints, Internal Complaints Committees have been established to address issues related to sexual harassment.
During the financial year, the following is a summary of sexual harassment complaints received and disposed of: there were no complaints pending at the beginning of the year, no complaints were received during the year, no complaints were disposed of during the year, and no cases remained pending at the end of the year.
During the period under review, no cases of child labor, forced labor, involuntary labor, or discriminatory employment were reported. The Company remains committed to providing a safe and conducive work environment for all its employees and associates.
INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report. Additionally, there has been no change in the nature of the Companyâs business, nor any revision in the financial statements.
In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company is available on the Companyâs website at https://hirect.com/financials-annual-reports/.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is required to transfer all unpaid or unclaimed dividends to the Investor Education and Protection Fund (IEPF), established by the Central Government, after the completion of seven years.
Furthermore, in accordance with the Rules, shares in respect of which dividends have not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority. For further details, please refer to the Corporate Governance Report forming part of this Report.
Members are requested to claim any unclaimed or unpaid dividends by sending a written request to the Company at investors@hirect.com or to the Companyâs Registrar and Share Transfer Agent, Adroit Corporate Services Private Limited, at info@adroitcorporate.com, or by post to their registered address:
Adroit Corporate Services Private Limited
[Unit: Hind Rectifiers Limited]
19-20, Jafferbhoy Industrial Estate, 1st Floor,
Makwana Road, Marol Naka, Andheri (East),
Mumbai - 400059, Maharashtra India Tel: 91 22 4227 0400 Fax: 91 22 28503748 Website: www.adroitcorporate.com
Details of the Nodal Officer appointed by the Company under the provisions of the Investor Education and Protection Fund (IEPF) are available on the Companyâs website at https:// hirect.com/shareholder-enquiries/.
ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE
Information regarding the conservation of energy, technology absorption, foreign exchange earnings, and outgo is provided in accordance with the requirements of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014. This information is annexed as Annexure C and forms an integral part of this report.
SAFETY, ENVIRONMENTAL CONTROL, AND PROTECTION
The Company acknowledges the significance of maintaining environmentally clean and safe operations. Its policy mandates conducting all activities in a manner that ensures the safety of all individuals involved while strictly adhering to applicable environmental regulations. Accordingly, the Company has implemented all necessary measures for safety, environmental control, and protection across all its plants.
The Directors sincerely appreciate the assistance and cooperation extended by banks, government and railways authorities, customers, vendors, and investors during the year under review. They also wish to express their gratitude for the efficient and loyal services rendered by every employee, acknowledging that it is through their dedicated efforts that the Companyâs overall performance has been achieved. The Directors look forward to the long-term future with confidence and deeply value the contributions made by every member of the HIRECT family.
Mar 31, 2024
Your Directors present the 66th Annual Report together with the Audited Financial Statement for the year ended March 31,2024.
('' in lakhs)
|
FINANCIAL RESULTS |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
|
Revenue from Operation |
51755.25 |
35909.94 |
|
Other Income |
61.02 |
25.96 |
|
Total Revenue |
51816.27 |
35935.90 |
|
Profit Before Interest, Tax, Depreciation and Amortization (PBITDA) |
4485.37 |
1535.12 |
|
Less: Finance Cost |
1272.63 |
812.96 |
|
Profit / Loss before Depreciation and Tax |
3212.74 |
722.16 |
|
Less : Depreciation |
744.62 |
513.89 |
|
Profit / (Loss) before Exceptional Item |
2468.12 |
208.27 |
|
Exceptional Items |
(699.22) |
(1076.63) |
|
Profit / (Loss) before Tax |
1768.90 |
(868.36) |
|
Less : Provision for Taxation - Current |
48.12 |
- |
|
Deferred |
469.75 |
(232.07) |
|
Profit / (Loss) after taxes |
1251.03 |
(636.29) |
|
Other Comprehensive Income (Net of Tax) |
4.22 |
11.41 |
|
Total Comprehensive Income for the year |
1255.25 |
(624.88) |
OPERATIONS
Turnover of the Company during the year 2023-24 was '' 51,755.25 lakhs as compared to '' 35,909.94 lakhs in the year 2022-23. Profit before interest, depreciation, and tax was '' 4485.37 lakhs compared to '' 1535.12 lakhs.
The Company''s financial performance has improved substantially during the financial year 2023-2024. The Company is continuously putting efforts to achieve better performance. New plant at MIDC Sinnar which started commercial production w.e.f. March 2023 has also contributed to the growth of the Company.
To reduce the employees cost Company introduced Voluntarily Retirement / Compensation scheme for Bhandup Plant under which 75 employees opted for the same & compensation payment of Rs. 699.22 lakhs are shown as exceptional items. By way of this all the matters between Registered Trade Union and the Company have been settled. Considering the high labour cost the production activity at Bhandup is minimized.
Interest cost has gone up because of start of commercial production of Sinnar Plant, loan for VRS / compensation scheme, increases production & Company'' decision to pay faster to vendor to get better material price.
The Company continues to focus on the development of new products for Railways and also for other applications. With increased Electric Locomotive production and electrification of routes and Modernization of Railway facilities, Demand from Railways is expected to be good. Considering the growth anticipated in various international and domestic projects in power sector and also infrastructure planned by Govt. of India, Demand from industrial sector is likely to be good.
Although the primary customer continues to be Indian Railways, however, the Company is putting increased focus on developing new products for private rolling stock manufacturers, and Industrial sector by upgrading and expanding existing product lines.
The Company has healthy order bookings for the financial year 2024-25. The Company intends to incorporate three subsidiaries (Sweden, France and UAE) to leverage the growth opportunities in the international market.
No material changes and commitments have occurred after the close of the year under review till the date of this Report which affect the financial position of the Company. The Company did not undergo any change in the nature of its business during the financial year 2023-24.
The Board of Directors during the reporting period approved the proposal for closure of Dehradun plant with immediate effect. After due consideration, it has been determined that it is no longer suitable for the future growth plan of the Company. The said closure does not have any material or adverse effect on the operations of the Company.
DIVIDEND
The Board of Directors is pleased to recommend a dividend of '' 1.20 (subject to deduction of tax) per equity share of the face value of '' 2/- each (@ 60%), payable to those shareholders whose names appear in the Register of Members as on the Book Closures.
The dividend on equity shares, if approved by the members would involve a cash outflow of '' 205.65 lakhs.
As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.
The Board of Directors has decided to retain the entire amount of profit for the financial year 2023-24 appearing in the statement of profit and loss.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31,2024 was '' 3,42,75,720. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights except allotted shares under HIRECT Employees Stock Option Plan - 2018 (ESOP 2018).
None of the Directors of the Company hold instruments convertible into equity shares of the Company as on March 31,2024.
Shareholders approved issuing 1,350,000 sweat equity shares to Mr. Suramya Nevatia, Managing Director & CEO, on January 1, 2023. Out of it, 550,000 shares were allotted in the previous financial year 2022-2023. The validity of this shareholders resolution under Regulation 32(4) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 was twelve months from the date of passing the said resolution. The remaining 800,000 shares could not be allotted due to the expiration of the resolution''s validity period and were lapsed on December 31, 2023. Therefore, disclosure pertaining to sweat equity as required under Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital Debenture) Rules, 2014 is not applicable.
Compliance Certificate under Regulation 36 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, issued by the Secretarial Auditor regarding the expiration of the resolution for issuance of sweat equity shares and confirming no shares were issued during the reporting period, is available for inspection by the Members at https://hirect.com/wp-content/uploads/Certificate-for-Sweat-2024.pdf.
EMPLOYEES'' STOCK OPTION SCHEME
With a view to attract and retain key talents working with the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability, the Company grants share-based benefits to eligible employees under the ESOP Scheme.
The Company''s Employees Stock Option Scheme, viz. ''HIRECT Employees Stock Option Plan - 2018'' or ''ESOP 2018'', was approved by the members of the Company in the 60th Annual General Meeting on August 13, 2018, for 250,000 options convertible into an equal number of equity shares.
The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Plan of the Company. The options grant and vest based upon the performance of the Employee, as may be determined by the Nomination and Remuneration Committee from time to time but shall not be less than 1 (one) year and not more than 4 (four) years from the date of grant of options. Vesting may happen in one or more tranches.
The exercise price shall be based on the market price of the Company which shall mean the latest closing price on a recognized stock exchange on which the shares of the Company are listed on the date immediately prior to the date of a meeting of the Committee on which grant is to be made. The maximum term of the options granted under the scheme shall be five years from the date of grant. The scheme contemplates a new issue of shares by the Company ("Primary Shares"). There is neither change in the scheme nor variation in terms of options. The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
During the financial year 2023-24, no any stock options were granted under the ESOP Scheme. However, 6,350 options lapsed. Please refer to Note 65 in the financial statement for further details.
During the financial year, a total of 19457 stock options were vested while 13882 shares were allotted by the Nomination and Remuneration Committee. The offer price was Rs. 85 (including a face value of Rs. 2). By exercise the options, total Rs. 11,79,970 were realized. A total of 13882 shares arose as a result of the exercise of options during the financial year under review. The Company received listing and trading approval from BSE and NSE on March 20, 2024 and the above equity shares of the Company are listed and admitted to dealings on the Stock Exchanges from March 21,2024.
The details of the ESOP 2018, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company''s website, at https://hirect.com/wp-content/uploads/Disclosures-for-ESOP-2024.pdf.
Compliance Certificate under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 issued by the Secretarial Auditor of the Company is available and accessible for inspection by the Members at https://hirect.com/wp-content/uploads/Certificate-for-ESOP-2024.pdf.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
BOARD OF DIRECTORS
During the year, the Members approved the following appointment and re-appointment of Directors at the 65th AGM held on August 23, 2023:
(i) Re-appointment of Mr. Suramya Nevatia (DIN: 06703910) as Managing Director & CEO, effective August 17, 2023, till August 16, 2026.
(ii) Appointment Mr. Parimal Merchant (DIN: 00201962) as a Non-Executive Director, effective August 12, 2023, till August 11,2028. His second tenure as an Independent Director was completed on August 11,2023.
Mr. Pawan Golyan (DIN: 00356807), a Non-Executive and Non-Independent Director who served the Company since his appointment in 1998, ceased his position on the Board effective November 30, 2023, in accordance with Section 167(1)(b) of the Companies Act, 2013. Mr. Golyan was absent from all Board meetings held during the twelve months commencing from November 11,2022. The Board acknowledges his valuable contributions and guidance throughout his tenure and expresses its sincere appreciation.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Akshada Nevatia (DIN: 05357438), Executive Director of the Company is liable to retire by rotation at the upcoming Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the Annual General Meeting.
The Board at its meeting held on May 28, 2024 and on the recommendation of Nomination and Remuneration Committee has approved the appointment of Mr. Vishal Pacheriwala (DIN: 07244575) as an additional director designated as Independent Director w.e.f. May 28, 2024 to hold office upto the date of the ensuing Annual General Meeting. The Board recommends the appointment of Mr. Pacheriwala as an Independent Director of the Company for a term of 5 (five) consecutive years w.e.f. May 28, 2024 for the approval of the Members at the ensuing Annual General Meeting. The Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of Mr. Pacheriwala. The Company has received requisite notice in writing under Section 160 of the Companies Act, 2013.
The notice of the Annual General Meeting (AGM) sets out details of the above appointment and re-appointment including brief profile.
None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.
All Independent Directors have submitted the declarations that each of them meets the criteria of independence as laid down under the Companies Act, 2013 and SEBI Listing Regulations 2015. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.
In the Board''s opinion, the Independent Directors possess high repute, integrity, the relevant expertise and experience in their respective fields and fulfill all the conditions of independence specified in the Companies Act, 2013 and SEBI Listing Regulations 2015 and adhere to the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Additionally, the Independent Directors have complied with Section 150 and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, by including their names in the Indian Institute of Corporate Affairs'' data bank for Independent Directors.
During the year under review, the Non-Executive Directors had no material pecuniary relationships or transactions with the Company beyond sitting fees and reimbursement of reasonable expenses, if any, incurred for attending meetings.
In terms of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations 2015, Mr. Pradeep Goyal, Mr. V. K. Bhartia, Mr. Vandan Shah, Mrs. Ashlesha Bodas and Mr. Vishal Pacheriwala are the Independent Directors of the Company.
The Board and Committees'' composition, category of Executive & Non-Executive Directors, familiarization program and other related information are detailed in the Corporate Governance Report, which forms part of this report.
KEY MANAGERIAL PERSONNEL
Mr. Suramya Nevatia, Managing Director & CEO, Mr. A.K. Nemani, Chief Financial Officer, Mr. Anil Mehta, Joint Chief Financial Officer and Ms. Meenakshi Anchlia, Whole Time Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company. During the year under review, there were no changes in the Key Managerial Personnel of the Company.
Mr. A. K. Nemani''s current tenure as Chief Financial Officer (CFO) is going to expire on June 19, 2024. The Board, on the recommendation of the Nomination and Remuneration Committee, has approved his reappointment as CFO effective June 20, 2024.
BOARD MEETINGS
The Board met four times during the financial year. The meeting details are provided in the Corporate Governance report that forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.
The details of the Committees along with their composition, number of meetings, attendance at the meetings, and other related information are provided in the Corporate Governance Report. The Board has accepted all the recommendations of all the Committees.
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India to conduct the meetings.
SIGNIFICANT AND MATERIAL ORDERS
There were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.
There was no instance of one-time settlement with any bank or financial institution.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability confirms that:
(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, and there are no material departures;
(ii) They 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 of the profit of the Company for that period;
(iii) They 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;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees, individual directors, etc. in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations 2015. The Board was highly satisfied with evaluation process and their performance except attendance matter.
The Board conducted a self-evaluation process seeking input from all Directors on criteria such as board composition, effectiveness of processes, information, overall functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board reviewed individual director performance based on criteria such as preparedness, contribution to discussions, and meaningful input during board and committee meetings. Independent Directors were evaluated by the entire Board excluding the director being assessed.
In the separate meetings of Independent Directors, the performance of each Director, the Board as a whole, Committees of the Board, Chairman and Managing Director & CEO of the Company, and the flow of information were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
At the board meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture, or Associate Companies as on March 31, 2024. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS
The particulars of loans, guarantees, and investments as per Section 186 of the Companies Act, 2013 by the Company, have been disclosed in the financial statement. For details, please refer to note no. 6 forming part of the financial statement.
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business. Disclosure in Form AOC-2 in terms of Sections 134 and 188 of the Companies Act, 2013 for material-related party transactions is annexed as Annexure D and forms an integral part of this report. All related party transactions are mentioned in the notes to the financial statement.
The Board has approved the criteria to grant omnibus approval by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm''s length. All related party transactions are placed before the Audit Committee for review and approval.
The Board-approved policy on Related Party Transactions is available on the Company''s website at https://hirect.com/policies/.
VIGIL MECHANISM / WHISTLEBLOWER POLICY
The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations. In line with these objectives, the Company has adopted a whistleblower mechanism for Directors and employees to report concerns about unethical behavior, actual, or suspected fraud or violation of the Company''s code of conduct. The policy is reviewed periodically by the Board and updated as needed.
During the year under review, no complaint was received by the Company. The ''Vigil Mechanism/Whistleblower Policy'' is available on the website of the Company viz. https://hirect.com/policies/.
BOARD DIVERSITY
Board diversity is the breadth of perspective, not the mere of various diverse traits that will benefit the organization. The Company believes that a diverse Board will enhance the quality of the decision made by the Board by utilizing the different thoughts, perspectives, skills, qualifications, experience, knowledge, region and industry experience, cultural and geographical background, age, ethnicity, race, gender, etc. of the Board members necessary for achieving sustainable and balanced development. The Board Diversity Policy has been adopted by the Company and sets out its approach to diversity. The Board Diversity Policy is available on the website of the Company viz. https://hirect.com/policies/.
NOMINATION AND REMUNERATION POLICY
The Company has the appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions from governance and management.
The details of Nomination and Remuneration Committee are available in the Corporate Governance Report that forms part of this Annual Report.
The policy of the Company on the Director''s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the website of the Company viz. https://hirect.com/policies/.
We affirm that the remuneration paid to the Directors is accordance with the Nomination and Remuneration Policy of the Company.
The salient features of the policy are:
(i) It acts as a guideline for matters relating to appointment and re-appointment of directors, Key Managerial and Senior Management Personnel;
(ii) It contains guidelines for determining qualifications, positive attributes of directors, and independence of a director;
(iii) It lays down the criteria for Board Membership, etc.
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135(1) of the Companies Act, 2013, the CSR provisions will be applicable to companies that fulfill any of the following criteria during the immediately preceding financial year: (i) Net worth of Rs. 500 crore or more; or (ii) Turnover of Rs. 1000 crore or more; or (iii) Net profit of Rs. 5 crore or more. Further, Rule 3(2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, was omitted by a notification issued by the MCA on September 20, 2022.
As of March 31,2023, the Company did not achieve a net profit of five crores, in accordance with Section 135(5) and Rule 2(h) of the Companies (Corporate Social Responsibility Policy) Rules, 2014. Consequently, CSR provisions are not applicable for the financial year 2023-24. Nevertheless, the Company actively engages in voluntary skill development programs for apprentices under the Apprentices Act, 1962, and the National Apprenticeship Promotion Scheme (NAPS).
The Corporate Social Responsibility Policy is available on the Company''s website at https://hirect.com/policies/.
AUDIT COMMITTEE
The details pertaining to the Audit Committee are included in the Corporate Governance Report, which is a part of this report. During the year all the recommendations made by the Audit Committee were accepted by the Board.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of SEBI Listing Regulations 2015, the Management Discussion and Analysis is annexed and forms part of this report.
CORPORATE GOVERNANCE REPORT
The Company has complied with the corporate governance requirements under the Companies Act, 2013 and the SEBI Listing Regulations 2015. A separate section on corporate governance, along with a certificate from the statutory auditors confirming compliance is annexed and forms part of this report.
STATUTORY AUDITORS
In order to enable the statutory auditors of the Company to effectively perform the audit procedures envisaged under various regulatory requirements, M/s GMJ & Co, Chartered Accountants (Firm Registration Number: 103429W) was appointed as the statutory auditors of the Company for a term of five consecutive years at the 64th AGM (2022).
During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.
The Auditors'' Report does not contain any qualifications, reservations, adverse remarks, or disclaimers. The report is enclosed with the financial statement in this Annual Report.
During the financial year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.
The Statutory Auditor was present at the last Annual General Meeting held on August 23, 2023.
COST AUDITORS
The Company maintains cost records and undergoes cost audits in accordance with Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.
The Board of Directors on the recommendation of the Audit Committee, has re-appointed M/s N. Ritesh & Associates, Cost Accountants, (Firm Registration Number R100675) as Cost Auditors to audit the cost accounts of the Company for the financial year 2024-25. The Company has received the written consent that the appointment will be in accordance with the applicable provisions of the Companies Act, 2013 and the rules framed there under. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company.
The remuneration of the Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Companies Act, 2013 and the rules there under. Requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 66th Annual General Meeting of the Company.
The Cost Audit Report contains no qualifications, reservations, adverse remarks, or disclaimers.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s GMJ & Associates, a firm of Company Secretaries (Peer Review Number: 647/2019), to undertake the Secretarial Audit
of the Company for the financial year 2024-25. The Company has received written consent from GMJ & Associates confirming that the appointment is in accordance with the applicable provisions of the Companies Act, 2013, and the rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company.
The Secretarial Audit Report is annexed as Annexure A(i) and forms an integral part of this report. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers.
The Annual Secretarial Compliance Report is annexed as Annexure A(ii) and forms an integral part of this report. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers.
During the financial year under review, the Secretarial Auditors did not report any matter under Section 143(12) of the Companies Act, 2013; therefore, no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
SECRETARIAL STANDARDS
The Company has implemented a proper system to ensure compliance with all applicable and mandatory Secretarial Standards issued by the Institute of Company Secretaries of India. This system is adequate and operates effectively.
INTERNAL FINANCIAL CONTROLS
The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value. Accordingly, the Company works to strengthen these structures. The Company believes that a strong internal control framework is a important pillar of corporate governance.
The scope of audit activities is broadly guided by the annual audit plan approved by top management and the Audit Committee. The Internal Auditors prepare regular reports on the review of internal systems and procedures and monitor the actions to be taken.
The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the internal financial control system and suggests improvements to strengthen it.
Based on the procedures for internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal auditors, statutory auditors, cost auditors, and secretarial auditors, including the audit of internal financial controls and the reviews conducted by the management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.
The Company has adopted policies and procedures to ensure the orderly and efficient conduct of its business. These include adherence to various policies, safeguarding of assets, prevention and detection of fraud, ensuring accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.
The Company''s internal control systems are designed to be commensurate with the nature of its business, the size and complexity of its operations. The internal financial controls pertaining to the financial statements are considered adequate.
RISK MANAGEMENT
The Company has in place a Risk Management Policy approved by the Board of Directors. This policy establishes a robust framework for identifying and assessing various risks including operational, strategic, financial, regulatory, and human resource risks. It also ensures the establishment of adequate risk management infrastructure to address these risks effectively. The Audit Committee provides oversight on financial risks, controls, and cybersecurity. Major risks identified by different business units and functions are systematically managed through ongoing mitigating actions. The risk management framework undergoes regular reviews, and the Management consistently monitors the development and implementation of the risk management policy.
Furthermore, the Company has established a robust internal audit function that systematically reviews and ensures the sustained effectiveness of internal financial controls.
CREDIT RATING
The particulars of Credit Rating are detailed in the Corporate Governance Report, which forms part of this report.
CODE OF CONDUCT
The Company is committed to conducting its business in accordance with applicable laws, rules, and regulations, as well as upholding the highest standards of business ethics. In recognition of this commitment, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This Code aims to address ethical issues and foster a culture of accountability and integrity.
LISTING
The Company''s shares are listed on BSE Limited and National Stock Exchange of India Limited. The Company maintains regular payment of Listing Fees.
DEPOSITORY SERVICES
The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The Company has been allotted ISIN No. INE835D01023.
Therefore, shareholders are encouraged to take full advantage of this and lodge their holdings with Depository Participants (DPs) where they maintain their Demat Accounts to convert their holdings into electronic form.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure B and forms an integral part of this Annual Report.
Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in terms of the first provision of Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company secretary to email ID investors@hirect.com, whereupon a copy would be sent.
PREVENTION OF SEXUAL HARASSMENT
The Company maintains a zero-tolerance policy towards sexual harassment in the workplace and has adopted a policy aligned with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and its associated Rules. This policy covers all employees, including permanent, contractual, temporary, and trainees. Internal Complaints Committees have been established to address complaints related to sexual harassment promptly and effectively.
The following is a summary of sexual harassment complaints received and disposed of during the year:
(i) Number of complaints pending at the beginning of the year - NIL
(ii) Number of complaints received during the year - NIL
(iii) Number of complaints disposed of during the year - NIL
(iv) Number of cases pending at the end of the year - NIL
During the period, no cases of child labour, forced labour, involuntary labour, or discriminatory employment were reported. The Company is committed to providing a safe and conducive work environment to all its employees and associates.
INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. There has been no change in the nature of the Company''s business, nor has there been any revision in the financial statements.
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is accessible on the Company''s website at https://hirect.com/annual-returns/.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are mandated to be transferred by the Company to the IEPF, established by the Central Government, after the completion of seven years.
Furthermore, as per the Rules, shares for which dividends have not been paid or claimed by shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.
Members are requested to claim any unclaimed or unpaid dividends by sending a written request to the Company at investors@hirect.com or to the Company''s Registrar and Share Transfer Agent, Adroit Corporate Services Private Limited, at info@adroitcorporate.com or to by post to their address:
Adroit Corporate Services Private Limited [Unit : Hind Rectifiers Limited]
19-20, Jafferbhoy Industrial Estate, 1st Floor,
Makwana Road, Marol Naka, Andheri (East),
Mumbai - 400059, Maharashtra
Members can find details of the Nodal officer appointed by the Company under the provisions of IEPF at https://hirect.com/shareholder-enquiries/.
ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE
Information on the conservation of energy, technology absorption, foreign exchange earnings and outgo is provided as per the requirements of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014. This information is annexed as Annexure C and forms an integral part of this report.
SAFETY, ENVIRONMENTAL CONTROL, AND PROTECTION
The Company recognizes the importance of environmentally clean and safe operations. Its policy mandates conducting operations in a manner that ensures the safety of all individuals involved and compliance with environmental regulations.
The Company has implemented all necessary measures for safety, environmental control, and protection across all its plants.
ACKNOWLEDGMENT
The Directors sincerely appreciate the assistance and cooperation received from banks, Government authorities, customers, vendors, and investors during the year under review.
The Directors wish to express their appreciation for the efficient and loyal services rendered by each and every employee. It is through their whole-hearted efforts that the Company''s overall performance has been made possible. The Directors look forward to the long-term future with confidence.
The Directors deeply appreciate and value the contribution made by every member of the HIRECT family.
For and on behalf of the Board of Directors
Pradeep Goyal Suramya Nevatia
Place: Mumbai Chairman Managing Director & CEO
Date : May 28, 2024 DIN: 00008370 DIN: 06703910
Mar 31, 2018
DIRECTORS'' REPORT
Dear Members,
Your Directors present the 60th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2018.
|
|
(Rs in lacs) |
|
|
FINANCIAL RESULTS: |
Year ended 31.03.2018 |
Year ended 31.03.2017 |
|
Gross Revenue from Operation |
12,705.51 |
12,062.81 |
|
Less: Excise Duty / Service Tax |
136.31 |
914.32 |
|
Net Operational Income |
12,569.20 |
11,148.49 |
|
Profit Before Interest, Tax, Depreciation and Amortization (PBITDA) |
1,027.82 |
517.34 |
|
Less: Finance Cost |
595.33 |
516.14 |
|
Profit / (Loss) before Depreciation & Tax |
432.49 |
1.20 |
|
Less : Depreciation |
230.73 |
199.75 |
|
Profit / (Loss) before Exceptional item |
201.76 |
(198.55) |
|
Exceptional item |
- |
779.33 |
|
Profit / (Loss) before Tax |
201.76 |
977.88 |
|
Less : Provision for Taxation - Deferred 70.31 - For Earlier Years |
(265.53) (0.15) |
|
|
70.31 |
(265.68) |
|
|
Profit / (Loss) after taxes |
131.45 |
(712.20) |
|
Other Comprehensive Income/(Loss) |
||
|
Actuarial Gain/(Loss) on post employment defined benefit plan |
8.47 |
15.36 |
|
Total Comprehensive Income |
139.92 |
(696.84) |
|
Add: Balance brought forward |
(1,314.13) |
(617.29) |
|
Add: Director''s Loan Reconverted |
(13.87) |
- |
|
Surplus Carried to Balance Sheet |
(1,188.08) |
(1,314.13) |
OPERATIONS
Turnover of the Company during the year 2017-18 was Rs 12,569.20 lacs as compared to Rs 11,148.49 lacs in the year 2016-17. Profit before interest, depreciation and tax was Rs 1,027.82 lacs compared to Rs 517.34 lacs.
Company continues to focus on development of new products for Railways and also for other applications. Expansion plan undertaken at Nashik for manufacture of Railway as well non Railway products has been completed during the year. Company is planning further expansion of its product range, this will help for further improving the performance.
Demand from Railways is improving and Company has healthy order bookings for the year 2018-19.
DIVIDEND AND RESERVES
In view of accumulated losses, your Directors do not recommend any dividend for the year under review and no amount is proposed to be transferred to Reserves.
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For the Company, Ind AS is applicable from April 1, 2017. Accordingly these accounts have been prepared as per Ind AS. The areas which had an impact on account of transition to Ind AS have been reported in the notes to the financial statements.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2018 was Rs 3,31,27,446. During the year under review, the Company has issued 1505793 equity shares on right basis. Company had come up with Rights Issue of 1505793 equity shares of Rs 2/- each at a price of Rs 80/- per share (including premium of Rs 78/- per share) for an amount aggregating to Rs 1,204.63 lacs on a right basis to the existing equity shareholders of Hind Rectifiers Limited in the ratio of one equity share for every ten fully paid up equity share held on the record date i.e. 18th October, 2017.
Company received overwhelming response from shareholders. Issue was subscribed 143.73%. The Board of Directors wishes to thank all its members and investors for their response to the Company''s Rights Issue of equity shares.
Company has utilized issue proceeds for the objects mentioned in the Letter of offer. Same has been certified by Statutory Auditors and noted by the Audit Committee.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
DEPOSITS
During the year under consideration, the Company has not accepted any deposits. Although Company had passed relevant resolution in 59th Annual General Meeting to invite deposit from shareholders but it has not started yet. There were no unpaid or unclaimed deposits as on 31st March, 2018.
Company has borrowed by way of interest free loan from Chairman and Managing Director which is exempt under Deposit Rules. Outstanding loan as on 31st March, 2017 of Rs 120 lacs was converted into Rights shares during the year.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Vandan Shah, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the Annual General Meeting. Brief profile of Shri Vandan Shah has been given in the Notice convening the Annual General Meeting.
The term of Shri S. K. Nevatia as Chairman and Managing Director is upto 31st March, 2019. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has re-appointed Shri S. K. Nevatia as Chairman and Managing Director of the Company for a period of three years with effect from 1st April, 2019 to 31st March, 2022, subject to approval of members.
None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per SEBI (LODR) Amendment Regulations, 2018, no listed entity shall appoint a person or continue the directorship of any person as Non-Executive Director who has attained the age of seventy five years unless a special resolution is passed to that effect. Shri Vijay Kumar Bhartia, 77 years, was appointed as Non-Executive Independent
Director of the Company, for a period of five years with effect from 14th August, 2014 by way of passing ordinary resolution. The Board has recommended to the members to pass the resolution as Special Resolution for his existing term.
The first term of office for Shri Parimal Merchant as Independent Director expires on llth August, 2018 and for Shri Pradeep Goyal, Shri Vijay Kumar Bhartia and Shri B. K. Patodia, as Independent Directors, expires on 13th August, 2019.
The Board has recommended re-appointment of Shri Parimal Merchant, Shri Pradeep Goyal, Shri Vijay Kumar Bhartia and Shri B. K. Patodia, as Independent Directors of the Company for a second term of 5 (five) consecutive years.
KEY MANAGERIAL PERSONNEL
In terms of provisions of Section 203 of the Companies Act, 2013 Shri S. K. Nevatia, Chairman and Managing Director, Shri A.K. Nemani, Chief Financial Officer and Ms. Meenakshi Anchlia, Whole Time Company Secretary are the Key Managerial Personnel of your Company.
Shri Suramya Nevatia CEO, has been appointed as Key Managerial Personnel w.e.f. 1st June, 2018.
BOARD MEETINGS
The details of the number of meetings of the Board held during the financial year 2017-18 forms part of the Corporate Governance Report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Details of the Committees of the Board and other related information are given in the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS
There were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) we 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 of the profit and loss of the Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) proper systems had devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and
f) proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Committees of the Board. The Board of Directors expressed their satisfaction with the evaluation process. The Independent Directors met separately on September 8, 2017 and February 13, 2018 to discuss the following:
(i) review the performance of Non-independent Directors and the Board as a whole;
(ii) review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;
(iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Companies.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the financial year 2017-18, the Company has not given any loans, guarantees or made any investments as per the provisions of Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. Thus, disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required.
Further, there are no material related party transactions during the year under review. All related party transactions are mentioned in the Notes to the Financial Statements.
All Related Party Transactions are placed before the Audit Committee. Omnibus approval was obtained for transactions which are of repetitive nature. A statement giving details of all Related Party Transactions are placed before the Audit Committee for review and approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.hirect.com.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives the Company has adopted a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement.
During the year under review, no complaint was received by Company.. The ''Vigil Mechanism/Whistle Blower Policy'' is uploaded on the website of the Company viz. www.hirect.com.
NOMINATION AND REMUNERATION POLICY
The Board of Directors had framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The policy is disclosed on the website of the Company viz. www.hirect.com.
CORPORATE SOCIAL RESPONSIBILITY
As per the Companies Act, 2013, all Companies having net worth of Rs 500 crore or more, or turnover of Rs 1,000 crore or more or a net profit of Rs 5 crore or more during any three preceding financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more Directors, at least one of whom should be an Independent Director and such Company shall spend at least 2% of the average net profits of the Company''s three immediately preceding financial year.
Accordingly Company had constituted CSR Committee comprises Shri V.K. Bhartia (Chairman), Shri S. K. Nevatia and Smt. Akshada Nevatia (Members).
Due to losses in three preceding financial years, CSR is not applicable on the Company in reporting financial year 2017-18. Thus, report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required.
AUDIT COMMITTEE
An Audit Committee of the Board has been constituted in terms of the relevant provision of the Listing Regulations and Section 177 of the Companies Act, 2013. Constitution and other details of the Audit Committee are given in the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.
CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Annual Report.
STATUTORY AUDITOR AND BRANCH AUDITOR
M/s. Ravi A. Shah & Associates, Chartered Accountants, Firm Registration No. 125079W (Statutory Auditor), M/s Ronak Gada & Associates, Chartered Accountants, Firm Registration No. 133987W (Branch Auditor of Dehradun Plants) and M/s Ratan Chandak & Co., Chartered Accountants, Firm Registration No. 108696W (Branch Auditor of Nasik Plant) were appointed for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 8, 2017.
M/s. Ravi A. Shah & Associates, Chartered Accountants and M/s Ratan Chandak & Co., Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors of the Company.
During the year M/s Ronak Gada & Associates, Chartered Accountants, firm merged and consequently there was a casual vacancy caused in the office of Branch Auditor. Since then Board has appointed M/s Gada Chheda & Co. LLP, Chartered Accountants, Firm Registration No. W100059, for a period of five consecutive years subject to approval of members in general meeting. Company has received a certificate from M/s Gada Chheda & Co. LLP, Chartered Accountants confirming their eligibility to be appointed as Branch Auditors of Dehradun Plants of the Company in terms of the provisions of the Companies Act, 2013 and Rules framed there under. The Board has recommended to the members to pass the resolution.
The observations of the auditors contained in their Report are self explanatory and therefore, do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.
COST AUDITOR
As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records.
The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s N. Ritesh & Associates, Cost Accountants, (Firm Registration Number 100675) as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.
SECRETARIAL AUDITIOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has re-appointed M/s GMJ & Associates, a firm of
Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure B and forms an integral part of this report.
The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark. SECRETARIAL STANDARDS
The Board of Directors states that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.
INTERNAL FINANCIAL CONTROLS SYSTEMS AND ITS ADEQUACY
Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and Audit Committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.
The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.
RISK MANAGEMENT
The Company has in place a Risk Management Policy which was reviewed by the Audit Committee and approved by the Board of Directors of the Company. The policy provides for a robust risk management framework to identify and assess risks such as operational, strategic, financial, regulatory, human resource and other risks and put in place an adequate risk management infrastructure capable of addressing these risks.
CODE OF CONDUCT
Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.
LISTING
The Company has listed it shares on BSE Limited and National Stock Exchange of India Limited. The Company is regular in payment of Listing Fees.
DEPOSITORY SERVICES
The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). The Company has been allotted BIN No. INE835D01023.
Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure C and forms an integral part of this Annual Report.
The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable because Company has not employed any employee drawing salary of Rs 8.5 lacs per month or Rs 1.02 Cr. per annum during the year under review.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to woman at the workplace and prevent and redress complaints
of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where woman feel secure. The Company has also constituted Internal Committees at all its locations to inquire into complaints of sexual harassment and recommend appropriate action.
The Company has not received any complaint of sexual harassment during the financial year 2017-18. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2018 and 30th May, 2018 being the date of this report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure A and forms an integral part of this report.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 Cthe Rules''), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demate account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares will be transferred as per the requirements of the IEPF rules, details of which are provided on company''s website viz. www.hirect.com.
PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to Section 134 (3)(m)of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure D and forms an integral part of this Report.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned and compliances of environmental regulations.
The Company has taken all the necessary steps for safety, environmental control and protection at all plants. ACKNOWLEDGMENT
The Directors wish to convey their appreciation to the Company''s shareholders, customers, suppliers, bankers and all the technology partners for the support they have given to the Company and the confidence, which they have reposed in its management and the employees at all levels for the commitment and dedication shown by them.
|
For and on behalf of the Board of Directors |
|
|
For Hind Rectifiers Limited |
|
|
Place: Mumbai. |
S. K. Nevatia |
|
Date: 30th May, 2018 |
Chairman and Managing Director |
FORM MGT-9 EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2018
[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 |
|
|
i) CIN |
: L28900MH1958PLC011077 |
|
ii) Registration Date |
: 25.04.1958 |
|
iii) Name of the Company |
: HIND RECTIFIERS LIMITED |
|
iv) Category / Sub-Category of the Company |
: Company Limited by Shares |
|
v) Address of the Registered office and contact details |
: Lake Road, Bhandup (West), Mumbai-400078 Maharashtra Tel:- 91 22 25696789 Fax: 91 22 25964114 |
|
vi) Whether Listed Company |
: Yes |
|
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any |
: Adroit Corporate Services Private Limited 17-20, Jafferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (East), Mumbai - 400059 Maharashtra Tel.: 91 22 42270400 / Fax: 91 22 28503748 |
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10% or more of the total turnover of the Company shall be stated)
|
Sr. No. |
Name and Description of main products / services |
NIC Code of the product / service |
% to total turnover of the Company |
|
1 |
Manufacture of other electrical equipment |
2790 |
70.34 % |
|
2 |
Repair of other equipments |
3319 |
12.66 % |
III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
|
Sr. No. |
Name and Address of the Company |
CIN / GLN |
Holding / Subsidiary / Associate |
%of shares held |
Applicable Section |
|
N.A. |
|||||
IV. SHARE HOLDING PATTERN (Equity Share capital breakup as % of Total Equity)
(i) Category-wise Share Holding
|
Sr. No. |
Category of Shareholders |
No. of Shares held at the beginning of the year (As on 1st April, 2017) |
No. of Shares held at the end of the year (As on 31st March, 2018) |
°/o Change during the year |
||||||
|
Demat |
Physical |
Total |
°/o of total Shares |
Demat |
Physical |
Total |
°/o of total Shares |
|||
|
(A) |
Promoter and Promoter Group* |
|||||||||
|
Al |
Indian |
|||||||||
|
(a) |
Individuals / HUF |
6701757 |
0 |
6701757 |
44.51 |
6962124 |
0 |
6962124 |
42.03 |
-2.48 |
|
(b) |
Central Govt. |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(c) |
State Govt. |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(d) |
Bodies Corporate |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(e) |
Banks / Financial Institutions |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(f) |
Any Others (specify) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
Sub Total (A)(l) |
6701757 |
0 |
6701757 |
44.51 |
6962124 |
0 |
6962124 |
42.03 |
-2.48 |
|
|
A2 |
Foreign |
|||||||||
|
(a) |
Individuals (NRI / Foreign Individuals) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(b) |
Other Individuals |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(c) |
Bodies Corporate |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(d) |
Banks / Financial Institutions |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(e) |
Any Others (specify) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
Sub Total (A)(2) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
|
Total shareholding of Promoter & Promoter group (A)=(A)(1) (A)(2) |
6701757 |
0 |
6701757 |
44.51 |
6962124 |
0 |
6962124 |
42.03 |
-2.48 |
|
|
(B) |
Public Shareholding |
|||||||||
|
B 1 |
Institutions |
|||||||||
|
(a) |
Mutual Funds / UT1 |
0 |
750 |
750 |
0.00 |
0 |
750 |
750 |
0.00 |
0.00 |
|
(b) |
Banks/ Financial Institutions |
750 |
8250 |
9000 |
0.06 |
750 |
1500 |
2250 |
0.01 |
-0.05 |
|
(c) |
Central Government / State Govern ment(s) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0 |
0.00 |
|
(d) |
Venture Capital Funds |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0 |
0.00 |
|
(e) |
Insurance Companies |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0 |
0.00 |
|
(f) |
Foreign Institutional Investors |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0 |
0.00 |
|
(g) |
Foreign Venture Capital Investors |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0 |
0.00 |
|
(h) |
Qualified Foreign Investors |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0 |
0.00 |
|
(i) |
Any Other (specify) |
|||||||||
|
Directors Relatives |
- |
- |
- |
- |
75678 |
0 |
75678 |
0.46 |
0.46 |
|
|
Sub-Total (B)(l) |
750 |
9000 |
9750 |
0.06 |
76428 |
2250 |
78678 |
0.48 |
0.42 |
|
|
B2 |
Non-institutions |
|||||||||
|
(a) |
Bodies Corporate |
|||||||||
|
i |
Indian |
314356 |
14000 |
328356 |
2.18 |
596837 |
500 |
597337 |
3.61 |
1.43 |
|
ii |
Overseas |
0 |
2400000 |
2400000 |
15.94 |
0 |
2400000 |
2400000 |
14.49 |
-1.45 |
|
(b) |
Individuals |
|||||||||
|
i |
Individuals-Hold nominal share capital upto ? 1L |
3387421 |
564295 |
3951716 |
26.24 |
3505133 |
420343 |
3925476 |
23.70 |
-2.54 |
|
ii |
Individuals-Hold nominal share capital in excess of? 1L |
1072744 |
450000 |
1522744 |
10.11 |
1812983 |
450000 |
2262983 |
13.66 |
3.55 |
|
(c) |
Any Other (specify) |
|||||||||
|
i |
Foreign Individual (Including FDI) |
300 |
0 |
300 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
ii |
Non Resident Indian (Individual) |
129325 |
2250 |
131575 |
0.87 |
139076 |
1500 |
140576 |
0.85 |
-0.02 |
|
iii |
Clearing member |
6732 |
0 |
6732 |
0.04 |
48458 |
0 |
48458 |
0.29 |
0.25 |
|
iv |
Investor Education and Protection Fund |
0 |
0 |
0 |
0 |
146111 |
0 |
146111 |
0.88 |
0.88 |
|
V |
Director |
3000 |
0 |
3000 |
0.02 |
1980 |
0 |
1980 |
0.01 |
-0.01 |
|
vi |
Trusts |
2000 |
0 |
2000 |
0.01 |
0 |
0 |
0 |
0.00 |
-0.01 |
|
Sub Total (B) (2) |
4915878 |
3430545 |
8346423 |
55.43 |
6250578 |
3272343 |
9522921 |
57.49 |
2.06 |
|
|
(B) |
Total Public Shareholding (B)= (B)(l) (B) (2) |
4916628 |
3439545 |
8356173 |
55.49 |
6327006 |
3274593 |
9601599 |
57.97 |
2.48 |
|
TOTAL (A) (B) |
11618385 |
3439545 |
15057930 |
100.00 |
13289130 |
3274593 |
16563723 |
100.00 |
0.00 |
|
|
(C) |
Shares held by Custodians and against which Depository Receipts have been issued |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
|
GRAND TOTAL (A) (B) (C) |
11618385 |
3439545 |
15057930 |
100.00 |
13289130 |
3274593 |
16563723 |
100.00 |
0.00 |
* Change during the year in shareholding of Promoter and Promoter Group is due to Rights Issue and re-classification of certain persons from Promoter Group Category to Public Category vide receipt of approval from the National Stock Exchange of India Limited on 3rd October, 2017 and BSE Limited on 9th October, 2017 under Regulation 31(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholding of Promoter and Promoter Group is reduced by 4.46% due to reclassification.
|
1 |
*Nimai Swaroop |
0 |
0 |
0.00 |
- |
- |
- |
0.00 |
|
2 |
*Shekhar Bajaj |
102000 |
0.68 |
0.00 |
- |
- |
- |
-0.68 |
|
3 |
*Priyanka Chhabria |
0 |
0.00 |
0.00 |
- |
- |
- |
-0.00 |
|
4 |
*Veena Sitaram Shah |
44250 |
0.29 |
0.00 |
- |
- |
- |
-0.29 |
|
5 |
Sushil Kumar Nevatia HUF |
35000 |
0.23 |
0.00 |
40000 |
0.24 |
0.00 |
0.01 |
|
6 |
Bharti Nevatia |
240900 |
1.60 |
0.00 |
271100 |
1.64 |
0.00 |
0.04 |
|
7 |
*Bharat Swaroop |
22500 |
0.15 |
0.00 |
- |
- |
- |
-0.15 |
|
8 |
Suramya Saurabh Nevatia |
1716209 |
11.40 |
0.00 |
2006536 |
12.11 |
0.00 |
0.71 |
|
9 |
Surabhi Golyan |
223000 |
1.48 |
0.00 |
250000 |
1.51 |
0.00 |
0.03 |
|
10 |
*Mridula Bawari |
8500 |
0.06 |
0.00 |
- |
- |
- |
-0.06 |
|
11 |
Saurabh Nevatia HUF |
10200 |
0.07 |
0.00 |
11500 |
0.07 |
0.00 |
0.00 |
|
12 |
*Madhur Bajaj |
163230 |
1.08 |
0.00 |
- |
- |
- |
-1.08 |
|
13 |
*Shri Niraj Bajaj |
163230 |
1.08 |
0.00 |
- |
- |
- |
-1.08 |
|
14 |
*Kiran Bajaj |
153000 |
1.02 |
0.00 |
- |
- |
- |
-1.02 |
|
15 |
Suryansh Saurabh Nevatia |
419500 |
2.79 |
0.00 |
472000 |
2.85 |
0.00 |
0.06 |
|
16 |
Shriya Nevatia |
315700 |
2.10 |
0.00 |
355200 |
2.14 |
0.00 |
0.04 |
|
17 |
Saurabh Nevatia |
1243300 |
8.26 |
0.00 |
1398800 |
8.44 |
0.00 |
0.18 |
|
18 |
Sushil Kumar Nevatia |
1821138 |
12.09 |
0.00 |
2151138 |
12.99 |
0.00 |
0.90 |
|
19 |
*Jaya Darpan Sanghvi |
15000 |
0.10 |
0.00 |
- |
- |
- |
-0.10 |
|
20 |
Akshada Anand Jog (Nevatia) |
5100 |
0.03 |
0.00 |
5850 |
0.04 |
0.00 |
0.01 |
|
Total |
6701757 |
44.51 |
0.00 |
6962124 |
42.03 |
0.00 |
-2.48 |
(iii) Change in promoters''shareholding (please specify, if there is no change)
|
Sr. No. |
Particulars |
Name of Promoter |
As on Date |
No. of Shares held at the beginning of the year |
Cumulative Shareholding during the year |
||
|
No. of Shares |
°/o of total shares of the Company |
No. of shares |
°/o of total shares of the Company |
||||
|
1 |
At the beginning of the year |
Sushil Kumar Nevatia |
01/04/2017 |
1821138 |
12.09 |
1821138 |
12.09 |
|
Date wise increase / decrease in Promoter Shareholding during the year |
*06/12/2018 |
330000 |
1.99 |
2151138 |
12.99 |
||
|
At the end of the year |
31/03/2018 |
2151138 |
12.99 |
2151138 |
12.99 |
||
|
2 |
At the beginning of the year |
Saurabh Nevatia |
01/04/2017 |
1243300 |
8.26 |
1243300 |
8.26 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
*06/12/2017 |
155500 |
0.94 |
1398800 |
8.44 |
||
|
At the End of the year |
31/03/2018 |
1398800 |
8.44 |
1398800 |
8.44 |
||
|
3 |
At the beginning of the year |
Madhur Bajaj |
01/04/2017 |
163230 |
1.08 |
163230 |
1.08 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
Nil movement till 10th October, 2017 |
||||||
|
At the end of the year |
Reclassified as ''Public Category'' w.e.f. 10th October, 2017 |
||||||
|
4 |
At the beginning of the year |
Shekhar Bajaj |
01/04/2017 |
102000 |
0.68 |
102000 |
0.68 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
Nil movement till 10th October, 2017 |
||||||
|
At the end of the year |
Reclassified as ''Public Category'' w.e.f. 10th October, 2017 |
||||||
|
5 |
At the beginning of the year |
Saurabh Nevatia HUF |
01/04/2017 |
10200 |
0.07 |
10200 |
0.07 |
|
Date wise increase / decrease in promoters Shareholding during the year |
*06/12/2017 |
1300 |
0.01 |
11500 |
0.07 |
||
|
At the End of the year |
31/03/2018 |
11500 |
0.07 |
11500 |
0.07 |
||
|
6 |
At the beginning of the year |
Sushil Kumar Nevatia HUF |
01/04/2017 |
35000 |
0.23 |
35000 |
0.23 |
|
Date wise increase / decrease in promoters Shareholding during the year |
*06/12/2017 |
5000 |
0.03 |
40000 |
0.24 |
||
|
At the End of the year |
31/03/2018 |
40000 |
0.24 |
40000 |
0.24 |
||
|
7 |
At the beginning of the year |
Veena Sitaram Shah |
01/04/2017 |
44250 |
0.29 |
44250 |
0.29 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
Nil movement till 10th October, 2017 |
||||||
|
At the end of the year |
Reclassified as ''Public Category'' w.e.f. 10th October, 2017 |
||||||
|
8 |
At the beginning of the year |
Shri Niraj Bajaj |
01/04/2017 |
163230 |
1.08 |
163230 |
1.08 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
Nil movement till 10th October, 2017 |
||||||
|
At the end of the year |
Reclassified as ''Public Category'' w.e.f. 10th October, 2017 |
||||||
|
9 |
At the beginning of the year |
Kiran Bajaj |
01/04/2017 |
153000 |
1.02 |
153000 |
1.02 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
Nil movement till 10th October, 2017 |
||||||
|
At the end of the year |
Reclassified as ''Public Category'' w.e.f. 10th October, 2017 |
||||||
|
10 |
At the beginning of the year |
Priyanka Chhabria |
01/04/2017 |
0 |
0.00 |
0 |
0.00 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
Nil movement till 10th October, 2017 |
||||||
|
At the end of the year |
Reclassified as ''Public Category'' w.e.f. 10th October, 2017 |
||||||
|
11 |
At the beginning of the year |
Bharti Nevatia |
01/04/2017 |
240900 |
1.60 |
240900 |
1.60 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
*06/12/2017 |
30200 |
0.18 |
271100 |
1.64 |
||
|
At the end of the year |
31/03/2018 |
271100 |
1.64 |
271100 |
1.64 |
||
|
12 |
At the beginning of the year |
Mridula Bawari |
01/04/2017 |
8500 |
0.06 |
8500 |
0.06 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
Nil movement till 10th October, 2017 |
||||||
|
At the end of the year |
Reclassified as ''Public Category'' w.e.f. 10th October, 2017 |
||||||
|
13 |
At the beginning of the year |
Suryansh Saurabh Nevatia |
01/04/2017 |
419500 |
2.79 |
419500 |
2.79 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
*06/12/2017 |
52500 |
0.32 |
472000 |
2.85 |
||
|
At the end of the year |
31/03/2018 |
472000 |
2.85 |
472000 |
2.85 |
||
|
14 |
At the beginning of the year |
Shriya Nevatia |
01/04/2016 |
315700 |
2.10 |
315700 |
2.10 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
*06/12/2017 |
39500 |
0.24 |
355200 |
2.14 |
||
|
At the end of the year |
31/03/2018 |
355200 |
2.14 |
355200 |
2.14 |
||
|
15 |
At the beginning of the year |
Suramya Saurabh Nevatia |
01/04/2017 |
1716209 |
11.40 |
1716209 |
11.40 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
*06/12/2017 |
290327 |
1.75 |
2006536 |
12.11 |
||
|
At the end of the year |
31/03/2018 |
2006536 |
12.11 |
2006536 |
12.11 |
||
|
16 |
At the beginning of the year |
Bharat Swaroop |
01/04/2017 |
22500 |
0.15 |
22500 |
0.15 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
Nil movement till 10th October, 2017 |
||||||
|
At the end of the year |
Reclassified as ''Public Category'' w.e.f. 10th October, 2017 |
||||||
|
17 |
At the beginning of the year |
Nimai Swaroop |
01/04/2017 |
0 |
0 |
0 |
0 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
Nil movement till 10th October, 2017 |
||||||
|
At the end of the year |
Reclassified as ''Public Category'' w.e.f. 10th October, 2017 |
||||||
|
18 |
At the beginning of the year |
Surabhi Golyan |
01/04/2017 |
223000 |
1.48 |
223000 |
1.48 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
*06/12/2017 |
27000 |
0.16 |
250000 |
1.51 |
||
|
At the end of the year |
31/03/2018 |
250000 |
1.51 |
250000 |
1.51 |
||
|
19 |
At the beginning of the year |
Jaya Darpan Sanghvi |
01/04/2017 |
15000 |
0.10 |
15000 |
0.10 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
Nil movement till 10th October, 2017 |
||||||
|
At the end of the year |
Reclassified as ''Public Category'' w.e.f. 10th October, 2017 |
||||||
|
20 |
At the beginning of the year |
Akshada Anand Jog (Nevatia) |
01/04/2017 |
5100 |
0.03 |
5100 |
0.03 |
|
Date wise increase / decrease in Promoters Shareholding during the year |
*06/12/2017 |
750 |
0.00 |
5850 |
0.04 |
||
|
At the end of the year |
31/03/2018 |
5850 |
0.04 |
5850 |
0.04 |
||
(iv) Shareholding Pattern of top 10 Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
|
Sr. No. |
For Each of the Top 10 Shareholders |
Name of the Shareholder |
As on Date |
No. of Shares held at the beginning of the year |
No. of Cumulative Shareholding during the year |
||
|
No. of Shares |
% of total shares of the Company |
No. of Shares |
% of total shares of the Company |
||||
|
1 |
At the beginning of the year |
BTR Industries Ltd |
01/04/2017 |
2400000 |
15.94 |
2400000 |
15.94 |
|
Date wise increase / decrease in Shareholding during the year |
Nil movement during the year. |
||||||
|
At the end of the year |
31/03/2018 |
2400000 |
14.49 |
2400000 |
14.49 |
||
|
2 |
At the beginning of the year |
Rahul Kumar Bajaj |
01/04/2017 |
357000 |
2.37 |
357000 |
2.37 |
|
Date wise increase / decrease in Shareholding during the year |
*06/12/2017 |
35700 |
0.22 |
392700 |
2.37 |
||
|
At the end of the year |
31/03/2018 |
392700 |
2.37 |
392700 |
2.37 |
||
|
3 |
At the beginning of the year |
Dhirajlal Shantilal Mehta / Niraj Bajaj (Trustees) |
01/04/2017 |
300000 |
1.99 |
300000 |
1.99 |
|
Date wise increase / decrease in Shareholding during the year |
Nil movement during the year. |
||||||
|
At the end of the year |
31/03/2018 |
300000 |
1.81 |
300000 |
1.81 |
||
|
4 |
At the beginning of the year |
Veena K Jagwani |
01/04/2017 |
211000 |
1.40 |
211000 |
1.40 |
|
Date wise increase / decrease in Shareholding during the year |
02/06/2017 |
14000 |
0.09 |
225000 |
1.49 |
||
|
16/06/2017 |
-1000 |
0.01 |
224000 |
1.49 |
|||
|
22/09/2017 |
-20000 |
0.13 |
204000 |
1.35 |
|||
|
29/09/2017 |
7824 |
0.05 |
211824 |
1.41 |
|||
|
06/10/2017 |
7517 |
0.05 |
219341 |
1.46 |
|||
|
13/10/2017 |
-155 |
0.00 |
219186 |
1.46 |
|||
|
18/10/2017 |
3466 |
0.02 |
222652 |
1.48 |
|||
|
*06/12/2017 |
37665 |
0.23 |
260317 |
1.57 |
|||
|
02/02/2018 |
200 |
0.00 |
260517 |
1.57 |
|||
|
09/02/2018 |
-200 |
0.00 |
260317 |
1.57 |
|||
|
16/02/2018 |
2000 |
0.01 |
262317 |
1.58 |
|||
|
23/02/2018 |
8000 |
0.05 |
270317 |
1.63 |
|||
|
At the end of the year |
31/03/2018 |
270317 |
1.63 |
270317 |
1.63 |
||
|
5 |
At the beginning of the year |
Roshan F. Hinger / D. K. Maloo (Trustees) |
01/04/2017 |
150000 |
1.00 |
150000 |
1.00 |
|
Date wise increase / decrease in Shareholding during the year |
Nil movement during the year |
||||||
|
At the end of the year |
31/03/2018 |
150000 |
0.91 |
150000 |
0.91 |
||
|
6 |
At the beginning of the year |
Contemporary Industries Limited |
01/04/2017 |
143810 |
0.96 |
143810 |
0.96 |
|
Date wise increase / decrease in Share holding during the year |
*06/12/2017 |
20450 |
0.12 |
164260 |
0.99 |
||
|
At the end of the year |
31/03/2018 |
164260 |
0.99 |
164260 |
0.99 |
||
|
7 |
At the beginning of the year |
Bhavna Govindbhai Desai |
01/04/2017 |
132500 |
0.88 |
132500 |
0.88 |
|
Date wise increase / decrease in Shareholding during the year |
10/11/2017 |
-13250 |
0.09 |
119250 |
0.79 |
||
|
*06/12/2017 |
13250 |
0.08 |
132500 |
0.80 |
|||
|
At the end of the year |
31/03/2018 |
132500 |
0.80 |
132500 |
0.80 |
||
|
8 |
At the beginning of the year |
Ruchira Agarwal |
01/04/2017 |
76044 |
0.51 |
76044 |
0.51 |
|
Date wise increase / decrease in Shareholding during the year |
15/09/2017 |
-1246 |
0.01 |
74798 |
0.50 |
||
|
22/09/2017 |
-9000 |
0.06 |
65798 |
0.44 |
|||
|
*06/12/2017 |
10000 |
0.06 |
75798 |
0.46 |
|||
|
08/12/2017 |
-1350 |
0.01 |
74448 |
0.45 |
|||
|
16/02/2018 |
-838 |
0.01 |
73610 |
0.44 |
|||
|
At the end of the year |
31/03/2018 |
73610 |
0.44 |
73610 |
0.44 |
||
|
9 |
At the beginning of the year |
Kamal Metharam Jagwani |
01/04/2017 |
75000 |
0.50 |
75000 |
0.50 |
|
Date wise increase / decrease in Shareholding during the year |
09/06/2017 |
-5000 |
0.03 |
70000 |
0.47 |
||
|
24/11/2017 |
-7000 |
0.05 |
63000 |
0.42 |
|||
|
*06/12/2017 |
11841 |
0.07 |
74841 |
0.45 |
|||
|
08/12/2017 |
-341 |
0.00 |
74500 |
0.45 |
|||
|
29/12/2017 |
-4500 |
0.03 |
70000 |
0.42 |
|||
|
09/03/2018 |
600 |
0.00 |
70600 |
0.43 |
|||
|
At the end of the year |
31/03/2018 |
70600 |
0.43 |
70600 |
0.43 |
||
|
10 |
At the beginning of the year |
Vinod Kumar Ohri |
01/04/2017 |
66658 |
0.44 |
66658 |
0.44 |
|
Date wise increase / decrease in Shareholding during the year |
18/08/2017 |
1165 |
0.01 |
67823 |
0.45 |
||
|
08/09/2017 |
-1165 |
0.01 |
66658 |
0.44 |
|||
|
18/10/2017 |
2 |
0.00 |
66660 |
0.44 |
|||
|
*06/12/2017 |
10000 |
0.06 |
76660 |
0.46 |
|||
|
At the end of the year |
31/03/2018 |
76660 |
0.46 |
76660 |
0.46 |
||
|
11 |
At the beginning of the year |
Shri Niraj Bajaj |
01/04/2017 |
163230 |
1.08 |
163230 |
1.08 |
|
Date wise increase / decrease in Shareholding during the year |
*06/12/2017 |
16323 |
0.10 |
179553 |
1.08 |
||
|
At the end of the year |
31/03/2018 |
179553 |
1.08 |
179553 |
1.08 |
||
|
12 |
At the beginning of the year |
Madhur Bajaj |
01/04/2017 |
163230 |
1.08 |
163230 |
1.08 |
|
Date wise increase / decrease in Shareholding during the year |
*06/ 12/20 17 |
16323 |
0.10 |
179553 |
1.08 |
||
|
At the end of the year |
31/03/2018 |
179553 |
1.08 |
179553 |
1.08 |
||
|
13 |
At the beginning of the year |
Kiran Bajaj |
01/04/2017 |
153000 |
1.02 |
153000 |
1.02 |
|
Date wise increase / decrease in Shareholding during the year |
*06/ 12/20 17 |
15300 |
0.09 |
168300 |
1.02 |
||
|
At the end of the year |
31/03/2018 |
168300 |
1.02 |
168300 |
1.02 |
||
|
14 |
At the beginning of the year |
Darashaw and Company Private Limited |
01/04/2017 |
0 |
0 |
0 |
0 |
|
Date wise increase / decrease in Shareholding during the year |
19/05/2017 |
81000 |
0.54 |
81000 |
0.54 |
||
|
26/05/2017 |
19000 |
0.13 |
100000 |
0.66 |
|||
|
*06/ 12/20 17 |
16916 |
0.10 |
116916 |
0.71 |
|||
|
30/03/2018 |
42000 |
0.25 |
158916 |
0.96 |
|||
|
At the end of the year |
31/03/2018 |
158916 |
0.96 |
158916 |
0.96 |
(v) Shareholding of Directors and Key Managerial Personnel
|
Sr. No. |
Shareholding of Directors and Key Managerial Personnel |
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 |
Shri S.K.Nevatia |
||||
|
At the beginning of the year |
1821138 |
12.09 |
1821138 |
12.09 |
|
|
*Purchase |
330000 |
1.99 |
2151138 |
12.99 |
|
|
Sale |
NIL |
||||
|
At the end of the year |
2151138 |
12.99 |
2151138 |
12.99 |
|
|
2. |
Shri Bharat Swaroop |
||||
|
At the beginning of the year |
22500 |
0.15 |
22500 |
0.15 |
|
|
Purchase |
Resigned w.e.f. 24th April, 2017 |
||||
|
Sale |
|||||
|
At the end of the year |
|||||
|
3. |
Shri Vandan Shah |
||||
|
At the beginning of the year |
1800 |
0.01 |
1800 |
0.01 |
|
|
*Purchase |
180 |
0.00 |
1980 |
0.01 |
|
|
Sale |
NIL |
||||
|
At the end of the year |
1980 |
0.01 |
1980 |
0.01 |
|
|
4. |
Smt. Akshada Nevatia |
||||
|
At the beginning of the year |
5100 |
0.03 |
5100 |
0.03 |
|
|
*Purchase |
750 |
0.00 |
5850 |
0.04 |
|
|
Sale |
NIL |
||||
|
At the end of the year |
5850 |
0.04 |
5850 |
0.04 |
|
Note: 1) Shareholdings of other Directors are Nil.
2) Shri A. K. Nemani, Chief Financial Officer and Ms. Meenakshi Anchlia, Company Secretary do not hold any shares in the Company.
3) * Equity Shares were allotted on rights basis on 6th December. 2017.
V INDEBTEDNESS
Indebtedness of the Comoanv includinq interest outstandinq / accrued but not due for payment
|
(Rs in lacs) |
|||||
|
Sr. No. |
Particulars |
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
|
1 |
Indebtedness at the beginning of the financial year |
||||
|
i) Principal Amount |
4033.79 |
120.00 |
- |
4153.79 |
|
|
ii) Interest due but not paid |
- |
- |
- |
- |
|
|
iii) Interest accrued but not due |
6.75 |
- |
- |
6.75 |
|
|
Total (i ii iii) |
4040.54 |
120.00 |
- |
4160.54 |
|
|
2 |
Changes in indebtedness during the financial year |
||||
|
Addition |
1239.00 |
- |
- |
1239.00 |
|
|
Reduction |
(149.01) |
(120.00) |
- |
(269.01) |
|
|
Net Change |
1089.99 |
(120.00) |
- |
969.99 |
|
|
3 |
Indebtedness at the end of the financial year |
||||
|
i) Principal Amount |
5116.63 |
- |
- |
5116.63 |
|
|
ii) Interest due but not paid |
- |
- |
- |
- |
|
|
iii) Interest accrued but not due |
13.90 |
- |
- |
13.90 |
|
|
Total (i ii iii) |
5130.53 |
- |
- |
5130.53 |
|
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to MD / WTD / Manager
(Rs in lacs)
|
Sr. No. |
Particulars of Remuneration |
Name of MD / WTD / Manager |
||
|
Shri S. K. Nevatia Chairman & Managing Director |
Smt. Akshada Nevatia Executive Director |
Total Amount |
||
|
1 |
Gross Salary: |
|||
|
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 |
64.49 |
13.80 |
78.29 |
|
|
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 |
1.11 |
0.57 |
1.68 |
|
|
(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961 |
- |
- |
- |
|
|
2 |
Stock Option |
- |
- |
- |
|
3 |
Sweat Equity |
- |
- |
- |
|
4 |
Commission |
- |
- |
- |
|
- as % of profits |
- |
|||
|
- others, specify |
- |
- |
- |
|
|
5 |
Others - Provident Fund / Superannuation |
2.88 |
0.72 |
3.60 |
|
Total |
68.48 |
15.09 |
83.57 |
|
|
Ceiling as per Act |
Company is having inadequate profit therefore remuneration of CMD and ED is paid under the provisions of Section 197(3) and Schedule V - Part II-Section II of the Companies Act, 2013. |
|||
B. Remuneration to other Directors
(Rs in lacs)
|
Sr. No. |
Particulars of Remuneration |
Name of Directors |
Total Amount |
|||
|
1 |
Independent Directors |
Shri V. K. Bhartia |
Shri Binod Kumar Patodia |
Shri Pradeep Goyal |
Shri Parimal Merchant |
|
|
Fees for attending Board / Committee meetings |
0.65 |
0.30 |
0.55 |
0.50 |
2.00 |
|
|
Commission |
- |
- |
- |
- |
- |
|
|
Others, please specify |
- |
- |
- |
- |
- |
|
|
Total (1) |
0.65 |
0.30 |
0.55 |
0.50 |
2.00 |
|
|
2 |
Other Non-Executive Directors |
Shri Bharat Swaroop |
Shri Pawan Kumar Golyan |
Shri Vandan Shah |
||
|
Fees for attending Board / Committee meetings |
- |
0.15 |
0.23 |
0.38 |
||
|
Commission |
- |
- |
- |
- |
||
|
Others, please specify |
- |
- |
- |
- |
||
|
Total (2) |
- |
0.15 |
0.23 |
0.38 |
||
|
Total Managerial Remuneration (1 2) |
2.38 |
|||||
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD / Directors
(Rs in lacs)
|
Sr. No. |
Particulars of Remuneration |
Meenakshi Anchlia |
A.K. Nemani |
Total Amount |
|
Company Secretary |
Chief Financial Officer |
|||
|
1. |
Gross Salary: |
|||
|
(a) Salary as per provisions contained in Section 17 (1) of the Income Tax Act, 1961 |
7.74 |
24.19 |
31.93 |
|
|
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 |
- |
0.80 |
0.80 |
|
|
(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act,1961 |
- |
- |
- |
|
|
2 |
Stock Option |
- |
- |
- |
|
3 |
Sweat Equity |
- |
- |
- |
|
4 |
Commission |
- |
- |
- |
|
- as % of profits |
- |
- |
- |
|
|
- others, specify |
- |
- |
- |
|
|
5 |
Others - Provident Fund & Superannuation |
0.14 |
2.49 |
2.63 |
|
Total |
7.88 |
27.48 |
35.36 |
VII PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
(Rs in lacs)
|
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 |
- |
- |
- |
- |
- |
|
Punishment |
- |
- |
- |
- |
- |
|
Compounding |
- |
- |
- |
- |
- |
|
B. DIRECTORS |
|||||
|
Penalty |
- |
- |
- |
- |
|
|
Punishment |
- |
- |
- |
- |
- |
|
Compounding |
- |
- |
- |
- |
- |
|
C. OTHER OFFICERS IN DEFAULT |
|||||
|
Penalty |
- |
- |
- |
- |
- |
|
Punishment |
- |
- |
- |
- |
- |
|
Compounding |
- |
- |
- |
- |
- |
FORM No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2018
(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014)
To,
The Members,
HIND RECTIFIERS LIMITED
Lake Road, Bhandup west, Mumbai-400078
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by HIND RECTIFIERS LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company''s 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, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on March 31, 2018, complied with the statutory provisions of the applicable Acts listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by HIND RECTIFIERS LIMITED for the Financial Year ended on March 31, 2018 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Companies Amendment Act, 2017 (to the extent notified)
iii. The Securities Contracts (Regulation) Act, 1956 CSCRA) and the rules made thereunder;
iv. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder
v. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment;
vi. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 CSEBI Act'') viz
a) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; [Not applicable during the period of audit]
f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008; [Not applicable during the period of audit]
g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: [Not applicable during the period of audit]
i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 [Not applicable during the period of audit]
vii. We have also examined compliance with the applicable clauses of the Secretarial Standards I and II issued by The Institute of Company Secretaries of India.
Further, the Company being engaged in developing, designing, manufacturing and marketing of Power Semiconductors, Power Electronic Equipment & Railway Traction Equipment, there are no specific laws applicable to the Company, which require approvals or compliances under any Act or Regulations.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above, to the extent applicable.
We report that the Compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same has been subject to review by statutory auditor and other designated professionals.
We report during the conduct of the audit, in our opinion, adequate systems exist in the Company to monitor and ensure compliance with general laws like various labour laws, environmental laws etc.
We further report that
1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
2. Adequate notice is given to all Directors to schedule the Board Meetings, Board Committee Meetings, agenda and detailed notes on agenda were sent well in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decisions are carried through while the dissenting members'' views, if any, are captured and recorded as part of Minutes.
3. That there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period,
1. The Company has issued and allotted 1505793 fully paid up equity shares of face value of Rs 2/- each for cash at a price of Rs 80/- per equity share (including share premium of Rs 78/- per share) aggregating upto Rs 1,204.63 Lacs to the existing shareholders on rights basis.
2. The Company has issued equity shares on rights basis to non-resident individuals and filed the relevant Form FCGPR within 30 days from allotment of shares. The status of Form FCGPR is pending for want of KYC report from overseas bank in a specified format.
|
For GMJ& ASSOCIATES |
|
|
Company Secretaries |
|
|
[MAHESH SONI] |
|
|
Place : Mumbai |
PARTNER |
|
Date : 30th May, 2018 |
FCS: 3706 COP: 2324 |
Note : This report is to be read with our letter of even date which is annexed as ''ANNEXURE'' and forms an integral part of this report
TO,
The Members,
HIND RECTIFIERS LIMITED
Lake Road, Bhandup West, Mumbai-400078
Our report of even date is to be read along with this letter:
1. Maintenance of secretarial records is the responsibility of 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, etc.
5. The compliance of the provisions of corporate and other applicable laws, rules and regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
|
For GMJ& ASSOCIATES |
|
|
Company Secretaries |
|
|
[MAHESH SONI] |
|
|
Place : Mumbai |
PARTNER |
|
Date : 30th May, 2018 |
FCS: 3706 COP: 2324 |
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
(1) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 are as under:
|
(Rs in lacs) |
||||
|
Sr. No. |
Name of Director / KMP and Designation |
Remuneration of Director / KMP for financial year 2017-18 |
% increase in Remuneration in the Financial Year 2017-18 |
Ratio of remuneration of each Director / to median remuneration of employees |
|
1 |
S. K. Nevatia Chairman and Managing Director |
69.94 |
61.30 |
14.33 |
|
2 |
Akshada Nevatia Executive Director |
15.49 |
* |
* |
|
3 |
Bharat Swaroop Non-Executive Director (ceased w.e.f. 24/04/2017) |
|||
|
4 |
Pa wan Golyan Non-Executive Director |
0.15 |
(34.78) |
0.03 |
|
5 |
Vijay Kumar Bhartia Non-Executive and Independent Director |
0.65 |
(7.14) |
0.13 |
|
6 |
Binod Kumar Patodia Non-Executive and Independent Director |
0.30 |
(9.09) |
0.06 |
|
7 |
Pradeep Goyal Non-Executive and Independent Director |
0.55 |
(21.43) |
0.11 |
|
8 |
Parimal Merchant Non-Executive and Independent Director |
0.50 |
0.10 |
|
|
9 |
Vandan Shah Non-Executive Director |
0.23 |
* |
* |
|
10. |
Anil Kumar Nemani Chief Financial Officer |
28.19 |
* |
* |
|
11 |
Meenakshi Anchlia Company Secretary |
7.88 |
62.14 |
1.61 |
* Details not given, as they were not employed/appointed throughout in financial year 2016-17.
(2) The median remuneration of employees (excluding managerial personnel) of the Company during the financial year was ? 4.88 lacs.
(3) In the financial year, there was increase of 13.69% in the median remuneration of employees other than the managerial personnel.
(4) There were 228 permanent employees (excluding workers) on the rolls of the Company as on March 31, 2018.
(5) Average percentage increase in the salaries of employees (excluding managerial personnel) in the last financial year i.e. 2017-18 was 13.69%. Keeping in view the duties and responsibilities cast on the Chairman and Managing Director and considering his knowledge of various aspects relating to the Company''s affairs, the percentage increase in the Managerial Remuneration for the same financial year was 61.30%.
(6) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy for Directors, Key Managerial Personnel and other employees.
ANNEXURE "D" TO THE DIRECTORS'' REPORT
Information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and forming part of the Directors Report for the year ended 31st March, 2018.
I CONSERVATION OF ENERGY
⢠Regular audit is being conducted to identify areas of energy wastage.
⢠Power Factor has been maintained at 1.00 to minimize the losses.
II TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION (i) Efforts made towards technology absorption
⢠Successful Indigenous development of Medium Frequency Electrostatic Precipitator Transformer Rectifier Sets with State of Art controller.
⢠Successful adoption of Analog Constant Current Regulator Controller for air cooled lightening to latest micro controller.
⢠SuccessfulIndigenousdevelopmentofActiveharmonicfilterforlndustrialApplicationforthesuccessful Indigenous development of Water Cooled Rectifier with 3 inch semi conductor devices for large power.
⢠New Technology absorption of Traction IGBT Converter with 3 Phase Locomotive is under process. (ii) Benefits derived as a result of the above efforts
⢠Enter into new markets and product segments.
⢠Quality and productivity improvement.
(ii) Expenditure incurred on Research and Development
|
(Rs. In Lacs) |
||
|
Particulars |
2017-18 |
2016-17 |
|
Capital |
187.94 |
190.75 |
|
Recurring |
124.62 |
82.31 |
|
Total |
312.56 |
273.06 |
|
Total R&D Expenditure as % of net operational income |
2.49% |
2.45% |
III. FOREIGN EXCHANGE EARNING AND OUTGO
|
(Rs In Lacs) |
|||
|
Particulars |
2017-18 |
2016-17 |
|
|
Foreign Exchange Earned |
|||
|
1. |
Export of goods on FOB basis, Commission and Service Charges |
166.68 |
186.32 |
|
Foreign Exchange Used |
|||
|
1. |
Raw materials, stores and spare parts, Capital goods and other products |
994.04 |
928.34 |
|
2. |
Expenditure in foreign currency |
4.66 |
6.79 |
|
3. |
Payment of Technical Knowhow |
18.84 |
- |
|
For and on behalf of the Board of Directors |
|
|
For Hind Rectifiers Ltd |
|
|
Place : Mumbai |
S. K. Nevatia |
|
Date : 30th May, 2018 |
Chairman & Managing Director |
Mar 31, 2016
Dear Members,
The Directors present the 58th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2016.
(Rs. in lacs)
|
FINANCIAL RESULTS: |
Year ended 31.03.2016 |
Year ended 31.03.2015 |
|
Gross Operational Income |
9,947.53 |
9,895.73 |
|
Less: Excise Duty / Service Tax |
553.94 |
498.91 |
|
Net Operational Income |
9,393.59 |
9,396.82 |
|
Gross Profit / (Loss) |
(60.84) |
(444.88) |
|
Less : Depreciation |
157.53 |
146.98 |
|
Profit / (Loss) before tax |
(218.37) |
(591.86) |
|
Less : Provision for Taxation - Deferred (63.60) - For Earlier Years (3.79) |
(67.39) |
(178.87) (55.73) |
|
(234.60) |
||
|
Profit / (Loss) after taxes |
(150.98) |
(357.26) |
|
Add: Surplus of previous year |
(334.86) |
22.40 |
|
Add: Transferred from General Reserve |
- |
|
|
Surplus / Deficit available for appropriation |
(485.84) |
(334.86) |
|
Appropriations : |
||
|
Proposed Dividend |
- |
- |
|
Tax on Dividend |
- |
- |
|
Surplus Carried to Balance Sheet |
(485.84) |
(334.86) |
OPERATIONS
Turnover of the Company during the year 2015-16 was Rs. 9,393.59 lacs as compared to Rs. 9,396.82 lacs during the year 2014-15. The Company''s performance in terms of sales revenue was almost same as last year however there is a significant improvement in the gross margins hence the losses have reduced.
The Company has a healthy order booking for financial year 2016-17.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2016 was Rs. 3,01,15,860/-. During the year under review, the Company has not issued any shares with or without differential voting rights nor has granted any stock options or sweat equity.
DEPOSITS
During the year under consideration, the Company has not accepted any deposits. There were no unpaid or unclaimed deposits as on 31st March, 2016.
BOARD OF DIRECTORS
Smt. Uma Nevatia, Executive Vice Chairperson of the Company was reappointed as Whole Time Director with effect from 1st April, 2015.
As per the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Smt. Uma S. Nevatia, Director of the Company retires by rotation and being eligible, offers herself for re-appointment.
The term of office of Shri S. K. Nevatia as Chairman and Managing Director of the Company, has expired on 31st March, 2016. The Board of Directors of the Company on the recommendation of the Nomination & Remuneration Committee have re-appointed Shri S. K. Nevatia as Chairman and Managing Director on the existing terms & conditions for a period of three years w.e.f. 1st April, 2016. Appropriate resolution for the approval of the members has been proposed in the notice for the ensuing Annual General Meeting.
The Company has received the necessary declaration from each Independent Director in accordance with section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of section 149 of the Companies Act, 2013 and the Listing Regulations.
KEY MANAGERIAL PERSONNEL
Shri Alen Ferns, Company Secretary & Compliance Officer of the Company resigned as the Key Managerial Personnel with effect from 15th December, 2015.
Shri A.K. Nemani, Chief Financial Officer of the Company resigned as the Key Managerial Personnel with effect from 10th February, 2016.
Ms. Meenakshi Anchlia, Company Secretary & Compliance Officer of the Company was appointed as the Key Managerial Personnel with effect from 10th February, 2016.
Shri Shyam Aswani, Chief Financial Officer of the Company was appointed as the Key Managerial Personnel with effect from 11th February, 2016.
BOARD MEETINGS
During the year under review the Board of Directors met five times i.e. on 27.05.2015, 13.08.2015, 05.11.2015, 10.02.2016 and 02.03.2016. The details of the Board Meetings are given in the Corporate Governance Report which forms a part of this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:
a) that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that we 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 of the profit / (loss) of the Company for that period;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and
f) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.
PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Committees of the Board. The Independent Directors met separately on 2nd March, 2016 to discuss the following:
i) review the performance of Non-Independent Directors and the Board as a whole;
ii) review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;
iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All Independent Directors were present at the meeting and discussed the above and expressed their satisfaction.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Companies.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the financial year 2015-16, the Company has not given any loans, guarantees or made any investments as per the provisions of section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 and the rules made there under are not attracted. Thus, disclosure in form AOC-2 in terms of section 134 of the Companies Act, 2013 is not required.
All Related Party Transactions are placed before the Audit Committee. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature. A statement giving details of all Related Party Transactions are placed before the Audit Committee for review and approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.hirect.com. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9, as required under section 92 of the Companies Act, 2013, is annexed as Annexure - A and forms an integral part of this report.
SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure - B and forms an integral part of this report.
The Secretarial Audit Report does not contain any qualifications and adverse remark.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy as per the relevant provisions of the Listing Regulations and section 177 of the Companies Act, 2013. The details are given in the Corporate Governance Report which forms a part of this Annual Report. The Vigil Mechanism / Whistle Blower Policy is uploaded on the website of the Company, viz. www.hirect.com
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnelâs and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the Companies Act, 2013, all companies having net worth of Rs. 500 crore or more or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any three preceding financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, at least one of whom should be an Independent Director and such Company shall spend at least 2% of the average net profit of the Company''s three immediately preceding financial years.
Accordingly, Company has constituted CSR Committee comprising of Shri V. K. Bhartia, Shri S. K. Nevatia and Smt. Uma S. Nevatia as member of the Committee. The Committee is responsible for formulating and monitoring the CSR policy of the Company. Details about the CSR policy are available on our website, viz. www.hirect.com.
Due to average net profit of last three years being negative, your Company is not required to spend any amount of CSR activities during the year under review.
The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - C and forms an integral part of this report.
AWARDS AND RECOGNITION
The Company has been committed towards ensuring high standards of Environment and Safety practices. It is a matter of great satisfaction that these initiatives taken by the Company have been appreciated at various forums.
The Company received following accolades during the year from "National Society of Friends of the Treesâ:
1. "The Annual Vegetable, Fruit & Flower Show" - Full Garden - Rank I
2. Any outstanding specimens of Bonsai - Rank II
3. In collection of Bonsai - Rank III
AUDIT COMMITTEE
An Audit Committee of the Board has been constituted in terms of the relevant provisions of the Listing Resolutions and section 177 of the Companies Act, 2013. Constitution and other details of the Audit Committee are given in the Corporate Governance Report which forms a part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under Listing Regulations, Management Discussion and Analysis Report forms part of this Annual Report.
AUDITORS
At the Annual General Meeting held on 14th August, 2014, M/s. Khandwala & Shah, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Khandwala & Shah, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the members.
M/s. Khandwala & Shah, Chartered Accountants are eligible for re-appointment and have expressed their willingness to act as Auditors, if appointment ratify. The Company has received a certificate from them that they are qualified under section 139 of the Companies Act, 2013 for appointment as auditors of the Company. The Audit Committee and Board of Directors hence recommend for ratification of their appointment.
The members are requested to consider, approve and ratify their appointment.
M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the Company for Nashik Plant and M/s. Yogesh N. Shah & Co., Chartered Accountants, Branch Auditors of the Company for Dehradun Plants are retiring at the ensuing Annual General Meeting and being eligible for re-appointment have expressed their willingness to act as Branch Auditors of the Company.
The Members are requested to authorize the Board of Directors to appoint Branch Auditors of the Company and fix their remuneration.
AUDITORS'' OBSERVATIONS
The observations of the auditors contained in their report are self explanatory and therefore, do not call for any further comments. The Audit Report does not contain any qualifications and adverse remark.
DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and Audit Committee. The Internal Auditors prepare regular reports on the review of the systems and procedures and monitors the actions to be taken.
RISK MANAGEMENT
The Company has in place a Risk Management Policy which was reviewed by the Audit Committee and approved by the Board of Directors of the Company. The policy provides for a robust risk management framework to identify and assess risks such as operational, strategic, financial, regulatory and other risks and put in place an adequate risk management infrastructure capable of addressing these risks.
CORPORATE GOVERNANCE
As per Regulation 34 (3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Annual Report.
CODE OF CONDUCT
Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnelâs of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.
LISTING
The Company has listed its shares on The Bombay Stock Exchange Ltd. & National Stock Exchange of India Ltd. The Company is regular in payment of listing fees.
LISTING AGREEMENT
The Securities and Exchange Board of India (SEBI), on 2nd September, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited and the National Stock Exchange of India Limited during February 2016.
POLICIES
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The Listing Regulations mandated the formulation of certain policies for all listed companies. All our Corporate Governance policies are available on our website viz www.hirect.com. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.
DEPOSITORY SERVICES
The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). The Company has been allotted ISIN No. INE835D01023.
Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants (DPs) with whom they have their Demat Accounts for getting their holdings in electronic form.
PARTICULARS OF EMPLOYEES
The information required pursuant to section 197(12) read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - D and forms an integral part of this report.
The information required pursuant to section 197(12) read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable because Company has not employed any employee drawing salary of Rs. 5, 00,000/- per month or Rs. 60,00,000/- per annum during the year under review.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, there were no complaints reported to the Internal Complaint Committees.
INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2016 and 27th May, 2016 being the date of this report.
PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure - E and forms an integral part of this report.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety, environmental control and protection at the plants.
ACKNOWLEDGMENT
The Directors wish to convey their appreciation to the Company''s shareholders, customers, suppliers, bankers, distributors and all the technology partners for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.
Registered Office: For and on behalf of the Board of Directors
Lake Road, Bhandup (W), For Hind Rectifiers Limited
Mumbai - 400 078
Place: Mumbai S. K. Nevatia
Dated: 27th May, 2016 Chairman & Managing Director
Mar 31, 2014
Dear Members,
The Directors present the 56th Annual Report together with the Audited
accounts for the year ended March 31, 2014.
(Rs. In Lacs)
FINANCIAL RESULTS: Year ended Year ended
31.03.2014 31.03.2013
Gross Operational Income 10,187.09 14,539.64
Less: Excise Duty / Service Tax 515.43 917.99
Net Operational Income 9,671.66 13,621.65
Gross Profit / (Loss) (477.50) 1,345.36
Less : Depreciation 228.67 234.67
Profit / (Loss) before tax (706.17) 1,110.69
Less:Provision for Taxation-Current - 222.50
- MAT Credit Entitlement - (125.00)
- Deferred (213.30) 0.43
- For Earlier Years (0.33) (0.01)
(213.63) 97.92
Profit / (Loss) after taxes (492.54) 1,012.77
Add: Surplus of previous year 125.17 94.27
Add: Transferred from
General Reserve 425.00 -
Surplus / Deficit available for 57.63 1,107.04
appropriation
Appropriations :
Transferred to General Reserve - 400.00
Transferred to Reserve for Capital - 300.00
Expenditure
Proposed Dividend 30.11 240.93
Tax on Dividend 5.12 40.94
Surplus Carried to Balance Sheet 22.40 125.17
OPERATIONS:
During the year under review the performance of the Company was
adversely affected due to overall recession in the infrastructure and
capital goods sector. The turnover of the Company during the year was
Rs. 9,671.66 lacs as compared to Rs. 13,621.65 lacs in the previous
year. Per unit realisation was also lower due to increased competition
on account of limited business in the market. This resulted in to loss
of Rs. 706.17 lacs.
Performance of the Company was also affected due to the wide
fluctuations in the foreign exchange in the first half of the current
financial year.
Efforts are being made to improve the performance of the Company during
the current year by commercialisation of new products and cost
reduction by way of value engineering. For increasing the business,
Company is participating in various exhibitions in India and abroad.
More emphasis is being given on development of new products and a
separate team is being prepared for development for various products.
During the year under review the Semi-conductor division of the Company
has been accredited with UL certification and Semi-conductor division
of the Company has been accredited with CE certification. During the
year Company has successfully supplied 3 phase Transformer for WAP5,
WAP7 and WAG9 for Indian Railways.
There are positive signs of improvement in the general economy which is
likely to further improve in view of the stable Government at centre.
The Company expects the turnaround in the infrastructure and capital
goods sector and accordingly expects improvement in the turnover and
overall performance at the end of the current financial year.
DIVIDEND:
The Directors recommend for consideration of the shareholders at the
Annual General Meeting, payment of dividend @ 10% (Rs. 0.20 per share)
amounting to Rs. 30.11 lacs for the year ended 31st March, 2014
(previous year Rs. 240.93 lacs)
DEPOSITS:
There were no unclaimed deposits as on 31st March, 2014.
BOARD OF DIRECTORS:
As per the Provisions of the Companies Act, 2013 and in terms of the
Articles of Association of the Company, Shri Pawan Kumar Golyan,
Director of the Company retires by rotation and being eligible, offers
himself for re-appointment.
The Companies Act, 2013 provides for appointment of Independent
Directors. Section 149 (10) of the Companies Act, 2013 states that
Independent Directors shall hold office for a term of upto 5
consecutive years on the Board of a Company, and shall be eligible for
re-appointment on passing of an Ordinary Resolution by the shareholders
of the Company.
Shri V. K. Bhartia, Shri D. R. Mehta, Shri Pradeep Goyal and Shri Binod
Patodia, all Non Executive Independent Directors of the Company retire
at the ensuing AGM and seek re-appointment for a term of 5 consecutive
years.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed.
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made 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, 2014.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 (to the extent applicable) and the Companies Act,
2013 (to the extent notified), for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
4. The annual accounts have been prepared on a going concern basis.
AUDITORS:
M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company
are retiring at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
Auditors, if re-appointed. The Company has received a certificate from
them that they are qualified under section 139 of the Companies Act,
2013, for re-appointment as Auditors of the Company to hold office from
the conclusion of this AGM to the conclusion of the third consecutive
AGM. Members are requested to consider their re-appointment and fix
their remuneration.
M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the
Company for Nashik Plant are retiring and eligible for re-appointment
and have expressed their willingness to act as Branch Auditors of
Company.
M/s. R. Gupta & Associates, Chartered Accountants, Branch Auditors of
the Company for Dehradun Plants are retiring and eligible for
re-appointment and have expressed their willingness to act as Branch
Auditors of Company.
AUDITORS'' OBSERVATIONS:
The observations of the auditors contained in their Report have been
adequately dealt with in Other Notes on Financial Statements which are
self explanatory and therefore, do not call for any further comments.
SECRETARIAL COMPLIANCE REPORT:
As required under the amended provisions of the Companies Act, 1956,
the Company is required to obtain Secretarial Compliance Certificate
from a firm of Practicing Company Secretaries. The same is enclosed and
form part of this report.
DEPOSITORY SERVICES:
The Company''s Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also
the Central Depository Services (India) Limited (CDSL). The Company has
been allotted ISIN No. INE835D01023.
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic
form.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best Corporate
Governance practices as prevalent globally. The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of the Annual Report. The requisite certificate from the Auditors
of the Company confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49, is attached to
this report.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 are given in Annexure "I" to this
report.
PARTICULARS OF EMPLOYEES:
Particulars required under section 217(2A) of the Companies Act, 1956
read with the Companies (particulars of employees) Rules, 1975 are not
applicable as no employee of the Company was in receipt of the
remuneration exceeding the limits prescribed therein.
LISTING:
The Company has listed its shares on The Bombay Stock Exchange Ltd. &
National Stock Exchange of India Ltd. The Company is regular in
payment of Listing Fees.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at the plant.
ACKNOWLEDGMENT:
The Directors wish to convey their appreciation to the Company''s
shareholders, customers, suppliers, bankers, distributors and all the
technology partners for the support they have given to the Company and
the confidence, which they have reposed in its management and the
employees for the commitment and dedication shown by them.
Registered Office: For and on behalf of the Board of Directors
Lake Road, Bhandup (W), For Hind Rectifiers Limited
Mumbai - 400 078.
Place: Mumbai S. K. Nevatia
Dated: 28th May, 2014 Chairman & Managing Director
Mar 31, 2013
The Directors have pleasure in presenting 55th Annual Report together
with the Audited accounts for the year ended March 31, 2013.
(Rs. In Lacs)
FINANCIAL RESULTS: Year ended Year ended
31.03.2013 31.03.2012
Gross Operational Income 14,539.64 12,653.29
Less: Excise Duty /
Service Tax 917.99 859.33
Net Operational Income 13,621.65 11,793.96
Gross Profit 1,345.36 1,447.78
Less : Depreciation 234.67 239.83
Profit before tax 1,110.69 1,207.95
Less : Provision for
Taxation - Current 222.50 244.00
- MAT Credit Entitlement (125.00) (88.00)
- Deferred 0.43 (16.85)
- For Earlier Years (0.01) 0.62
97.92 139.77
Profit after taxes 1,012.77 1,068.18
Add: Surplus of previous year 94.27 56.10
Profit available
for appropriation 1,107.04 1,124.28
Appropriations :
Transferred to General Reserve 400.00 400.00
Transferred to Reserve
for Capital Expenditure 300.00 350.00
Proposed Dividend 240.93 240.93
Tax on Dividend 40.94 39.08
Surplus Carried to Balance Sheet 125.17 94.27
OPERATIONS:
The turnover of HIRECT was Rs. 136 crores during Financial Year 2012-13,
16% higher than the turnover in Financial Year 2011-12. This increase
was primarily driven, albeit delayed by finalization of some tenders
and orders from Indian Railways and certainly higher output from
Dehradun.
The Financial results could have been better but for non-finalization
of pending tenders by Indian Railways, lack of enquiries for Power
plants due to the imbroglio caused regarding coal even though there is
an acute shortage of power in many states, which also affected the
enquiries for Electrochemical applications. Further, due to the
sluggish American and European markets, Customers could not finalize
the export projects and definitely the reduction in the demand of the
Customer''s products affected the finalization of new projects.
During Fiscal 2013, our profit margin decreased compared to the prior
year due to considerable increase in the raw material cost, competitive
pricing pressures and increased competition, which contributed to a
decline in gross margin.
HIRECT faces a highly challenging next year. As we look ahead, we have
to assume that the headwinds we''ve faced last year  will continue for
the foreseeable future. There are no signs of improvement in the
economy and there being no improvement in the flow of enquiries, no
improvements in prospects of business and more competitors entering the
field. Even the pace and sustainability of further improvements are
questionable.
We are therefore assuming modest improvement in our plans. The
environment will continue to change, and we will always be confronted
with new issues and challenges. The company is focusing on improving
productivity, reducing cost of manufacturing by re-designing,
re-engineering, and introducing new vendors with technical support. The
Company expects with the implementation of above measures, modest
results in the fiscal year 2014.
The prototype of new products namely 3x130 KVA Converter for WAP5, WAP7
& WAG9 and 3 Phase Transformer for WAP5, WAP7 & WAG9 for Indian
Railways and Universal Controller for High Current Rectifiers for the
non railway segments are undergoing extensive field trials. The Company
expects to receive more orders for these products for execution for the
next financial year.
DIVIDEND:
The Directors are pleased to recommend for consideration of the
shareholders at the Annual General Meeting payment of dividend @ 80% (Rs.
1.60 per share) amounting to Rs. 240.93 Lacs for the year ended 31st
March, 2013 (previous year Rs. 240.93 Lacs).
TRANSFER TO RESERVE:
In view of the Proposed Capital Expenditure to increase the capacity /
modernization of the various Plants, Board of Directors have decided
that in addition to transfer a sum of Rs. 400.00 Lacs to General Reserve,
a sum of Rs. 300.00 Lacs to be transferred to Reserve for Capital
Expenditure from current year''s profit.
DEPOSITS:
The Company has neither invited nor accepted deposits during the year
ended March 31, 2013.
BOARD OF DIRECTORS:
As per the provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Shri Binod Patodia, Shri
Pradeep Goyal and Shri Bharat Swaroop, Directors of the Company retire
by rotation and being eligible, offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed.
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made 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, 2013.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
SHAREHOLDER''S FACTORY VISIT:
Visit of the Mumbai Plant was arranged on February 7, 2013 for
shareholders of the Company. 190 shareholders and 29 Joint shareholders
participated in the visit.
AUDITORS:
M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company
are retiring at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
Auditors, if re-appointed. The Company has received a certificate from
them that they are qualified under section 224 (1B) of the Companies
Act, 1956, for re-appointment as Auditors of the Company. Members are
requested to consider their re-appointment and fix their remuneration.
M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the
Company for Nashik Plant are retiring and eligible for re-appointment
and have expressed their willingness to act as Branch Auditors of
Company.
M/s. R. Gupta & Associates, Chartered Accountants, Branch Auditors of
the Company for Dehradun Plants are retiring and eligible for
re-appointment and have expressed their willingness to act as Branch
Auditors of Company.
AUDITORS'' OBSERVATIONS:
The observations of the auditors contained in their Report have been
adequately dealt with in Other Notes on Financial Statements which are
self explanatory and therefore, do not call for any further comments.
SECRETARIAL COMPLIANCE REPORT:
As required under the amended provisions of the Companies Act, 1956,
the Company is required to obtain Secretarial Compliance Certificate
from a firm of Practicing Company Secretaries. The same is enclosed and
form part of this report.
DEPOSITORY SERVICES:
The Company''s Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also
the Central Depository Services (India) Limited (CDSL). The Company has
been allotted ISIN No. INE835D01023.
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic
form.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best Corporate
Governance practices as prevalent globally. The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of the Annual Report. The requisite Certificate from the Auditors
of the Company confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49, is attached to
this Report.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 are given in Annexure "I" to this
report.
PARTICULARS OF EMPLOYEES:
Particulars required under section 217(2A) of the Companies Act, 1956
read with the Companies (particulars of employees) Rules 1975 are not
applicable as no employee of the Company was in receipt of the
remuneration exceeding the limits prescribed therein.
LISTING:
The Company has listed its shares on The Bombay Stock Exchange Ltd. &
National Stock Exchange of India Ltd. The Company is regular in payment
of Listing Fees.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at the plant.
ACKNOWLEDGMENT:
The Directors wish to convey their appreciation to the Company''s
shareholders, customers, suppliers, bankers, distributors and all the
technology partners for the support they have given to the Company and
the confidence, which they have reposed in its management and the
employees for the commitment and dedication shown by them.
Registered Office: For and on behalf of the Board of Directors
Lake Road, Bhandup (W), For Hind Rectifiers Limited
Mumbai - 400 078.
Place: Mumbai S. K. Nevatia
Date : 31st May, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have great pleasure in presenting 54th Annual Report
together with the Audited accounts for the year ended March 31, 2012.
(Rs. In Lacs)
FINANCIAL RESULTS: Year ended Year ended
31.03.2012 31.03.2011
Gross Operational Income 12,653.29 10,853.67
Less: Excise Duty / Service Tax 859.33 689.79
Net Operational Income 11,793.96 10,163.88
Gross Profit 1,447.78 1,401.66
Less : Depreciation 239.83 239.68
Profit before tax 1,207.95 1,161.98
Less : Provision for Taxation
- Current 244.00 234.00
- MAT Credit Entitlement (88.00) (54.00)
- Deferred (16.85) (29.28)
- For Earlier Years 0.62 (3.15)
139.77 147.57
Profit after taxes 1,068.18 1,014.41
Surplus of previous year 56.10 54.20
Profit available for appropriation 1,124.28 1,068.61
Appropriations :
Transferred to General Reserve 400.00 750.00
Transferred to Reserve for
Capital Expenditure 350.00 -
Proposed Dividend 240.93 225.87
Tax on Dividend 39.08 36.64
Surplus Carried to Balance Sheet 94.27 56.10
OPERATIONS:
With the expected increase in productivity and profits in measurable
terms the future of the Company looks bright in the coming years.
The output at Dehradun Plant continues to grow. Plant & Machinery for
manufacturing Transformers & repairing old Transformers for Railways
have been installed and the Company has also received clearance from
the Research Design and Standard Organisation (RDSO) to commence the
manufacturing operations. The Company expects marked improvement in
production & sales from Dehradun unit.
The output from Nashik Plant has shown a noticeable improvement and we
expect a visible measurable performance in the years to come. Last
year, we manufactured Reactors for BHEL, for the first time and we
expect more orders of Reactors for execution from Nashik Plant.
Company's pending orders booked as on March 31st 2012 was at Rs 7,365
Lacs, up from Rs 4,359 Lacs a year ago. Company received new orders
worth Rs 14,264 Lacs in the period April 2011 to March 2012.
Company has good pending orders and barring unforeseen circumstances
like delay in release of payments, release of orders and raising of new
tenders / enquiries by the Indian Railways, the Company expects healthy
growth in sales turnover.
We believe that the steady and consistent improvement in our financial
performance over the past two years underscores that we are headed in
the right direction and that our strategy is delivering.
In terms of strategic priorities, with a challenging economic
environment and a highly competitive market - we have placed high
priority on technology and innovation with focus on competitiveness and
therefore a mainstream leader.
Company has exported a Rectifier to South Africa for extrusion of
Copper & Cobalt. The Company has bagged an order from Malaysia for High
Current Rectifiers.
Company is laying great stress on the design & development of new
products to augment its sales.
In the previous financial year, a small contribution towards sales was
made by the following new products.
1) 1550 KVA EMU Transformer
2) 1250 KVA EMU Rectifier
3) 1250 KVA EMU Transformer
In the current year a beginning will be made in adding to the turnover
by marketing the following new products:
a) 3 Phase Loco Transformer
b) 3x130 KVA Aux. Converter
c) 3 Phase High Voltage Rectifier
d) Universal Controller
e) HICON controller for Electrostatic Precipitator
f) 1000 KVA Transformer
From the year 2013-14 onwards the Company expects quantum growth in
sales from the above new products.
Looking at the big picture, what all this adds up to is our commitment
on focusing on driving improvements on all our key operational
parameters.
DIVIDEND:
The Directors are pleased to recommend for consideration of the
Shareholders at the Annual General Meeting payment of dividend @ 80% (Rs
1.60 per share) amounting to Rs 240.93 Lacs for the year ended 31st
March, 2012 (previous year Rs 225.87 Lacs).
TRANSFER TO RESERVE:
In view of the proposed Capital Expenditure to increase the capacity /
modernization of the various Plants, Board of Directors have decided
that in addition to transfer a sum of Rs 400.00 Lacs to General Reserve
a separate reserve namely called Reserve for Capital Expenditure to be
created by way of transfer a sum of Rs 350.00 Lacs from current year's
profit.
DEPOSITS:
Deposits amounting to Rs 2.25 Lacs due for payment on or before 31st
March, 2012 remained unclaimed by the depositors on that date. Letters
have been sent to such depositors reminding them to claim their
deposits. A sum of Rs 0.75 Lacs has been claimed so far.
BOARD OF DIRECTORS:
As per the Provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Shri Niraj Bajaj, Shri D. R.
Mehta and Shri V. K. Bhartia, Directors of the Company retire by
rotation and being eligible, offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed.
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made 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, 2012.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
AUDITORS:
M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company
are retiring at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
Auditors, if re-appointed. The Company has received a certificate from
them that they are qualified under section 224 (1B) of the Companies
Act, 1956, for appointment as Auditors of the Company. Members are
requested to consider their appointment and fix their remuneration.
M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the
Company for Nashik Plant are retiring and eligible for re-appointment
and have expressed their willingness to act as Branch Auditors of
Company.
M/s. R. Gupta & Associates, Chartered Accountants, Branch Auditors of
the Company for Dehradun Plants are retiring and eligible for
re-appointment and have expressed their willingness to act as Branch
Auditors of Company.
AUDITORS' OBSERVATIONS:
The observations of the auditors contained in their Report have been
adequately dealt with in the Other Notes on Financial Statements which
are self explanatory and therefore, do not call for any further
comments.
SECRETARIAL COMPLIANCE REPORT:
As required under the amended provisions of the Companies Act, 1956,
the Company is required to obtain Secretarial Compliance Certificate
from a Practicing Company Secretary. The same is enclosed and form part
of this report.
DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also
the Central Depository Services (India) Limited (CDSL). As a result the
investors have an option to hold the shares of the Company in a
dematerialised form in either of the two Depositories. The Company has
been allotted ISIN No. INE835D01023.
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic
form.
CORPORATE GOVERNANCE:
Your Company continued to practice good governance as set out by the
Securities & Exchange Board of India. In addition to the basic
governance issues, the Board laid a strong emphasis on transparency,
accountability and integrity. The detailed report on compliance of
Corporate Governance and Management Discussion Analysis as stipulated
in Clause 49 of the Listing Agreement is enclosed and form part of this
Report.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (I) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 are given in Annexure "I" to this
report.
PARTICULARS OF EMPLOYEES:
Particulars required under section 217(2A) of the Companies Act, 1956
read with the Companies (particulars of employees) Rules 1975 are given
in the prescribed format as an Annexure "II" to the Directors' Report.
LISTING:
The Company has listed its Shares on The Bombay Stock Exchange Ltd. &
National Stock Exchange of India Ltd. The Company is regular in
payment of Listing Fees.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at the plant. ACKNOWLEDGMENT:
The Directors wish to convey their appreciation to the Company's
shareholders, customers, suppliers, bankers, distributors and all the
technology partners for the support they have given to the Company and
the confidence, which they have reposed in its management and the
employees for the commitment and dedication shown by them.
Registered Office: For and on behalf of the Board of Directors
Lake Road, Bhandup (W), For Hind Rectifiers Limited
Mumbai - 400 078.
Place: Mumbai S. K. Nevatia
Dated: 30th May, 2012 Chairman & Managing Director
Mar 31, 2011
Dear Members,
The Directors have great pleasure in presenting 53rd Annual Report
together with the Audited accounts for the year ended March 31, 2011.
(Rs. In Lacs)
FINANCIAL RESULTS: Year ended Year ended
31.03.2011 31.03.2010
Gross Operational Income 10,810.39 7,970.91
Less: Excise Duty 646.51 436.45
Net Operational Income 10,163.88 7,534.46
Gross Profit 1,402.46 1,160.71
Less: Depreciation 239.68 156.40
Profit before tax 1,162.78 1,004.31
Less: Provision for Taxation
- Current 234.00 197.00
- MAT Credit Entitlement (54.00)
- Deferred (29.28) 29.90
150.72
Profit after taxes 1,012.06 777.41
Excess/(Short) Provision for taxation
of earlier year 3.15 (4.50)
Adjustment in respect of earlier years (0.80) (1.85)
Surplus of previous year 54.20 49.78
Profit available for appropriation 1,068.61 820.84
Appropriations:
Transferred to General Reserve 750.00 520.00
Proposed Dividend 225.87 210.81
Tax on Dividend 36.64 35.83
Surplus Carried to Balance Sheet 56.10 54.20
OPERATIONS:
As envisioned, the output from Dehradun plant has been continuously
improving with sustained efforts combined with aggressive marketing,
the Company has been able to book higher orders despite keen
competition resulting in increased sales. These two factors have helped
the Company to show marked improvements in the top-line and
bottom-line.
The Company continues its policy of assertive marketing, vendor
development and outsourcing of intermediate products which will reflect
in better results at the end of financial year 2011-2012.
The Companys performance further improved due to the following :
- The Company supplied 2 MW Traction sub-station with HIRECT rectifier
sets for Mumbai Monorail which is the first monorail in India in the
year 2010-2011. The Company is targeting the business of Monorail in
India and South East Asia for further growth.
- The Company executed an order with a rating of 6MW for graphite
application and the Company expects to do further business in this area
in the coming financial year. The market in India of High Current
Rectifiers (Water Cooled) is showing positive signs of improvement.
- The Company will continue its sustained efforts in the export market
in the current year to create a niche in the global market.
DIVIDEND:
The Directors are pleased to recommend for consideration of the
Shareholders at the Annual General Meeting, payment of dividend @ 75%
(Rs. 1.50 per share) amounting to Rs.2,25,86,895/- for the year ended
31st March, 2011 (previous year Rs.2,10,81,102/-).
DEPOSITS:
Deposits amounting to Rs.4,00,000/- due for payment on or before 31st
March,2011 remained unclaimed by the depositors on that date. Letters
have been sent to such depositors reminding them to claim their
deposits
BOARD OF DIRECTORS:
As per the Provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Shri Pawan Kumar Golyan & Shri
Bharat Swaroop, Directors of the Company retire by rotation and being
eligible, offer themselves for re-appointment.
The Board has appointed Shri Akhil Marfatia as an Additional Director
of the Company with effect from April 11, 2011. His term expires at the
forthcoming Annual General Meeting of the Company. Being eligible, he
offers himself for re-appointment and the Board recommends that he be
re-appointed.
During the year Shri Jayant H. Shah expressed his inability to continue
as Director of the Company due to his old age. Your Board places its
appreciation for the services rendered by Shri Jayant H. Shah during
the tenure of his directorship.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed.
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made 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, 2011.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
AUDITORS:
M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company
are retiring at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
Auditors, if re-appointed. The Company has received a certificate from
them that they are qualified under section 224 (1B) of the Companies
Act, 1956, for appointment as Auditors of the Company. Members are
requested to consider their appointment and fix their remuneration.
M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the
Company for Nashik Plant are retiring and eligible for re-appointment
and have expressed their willingness to act as Branch Auditors of the
Company.
M/s. R. Gupta & Associates [name of the firm changed from Mullick & Co.
to R. Gupta & Associates], Chartered Accountants, Branch Auditors of
the Company for Dehradun Plants are retiring and eligible for
re-appointment and have expressed their willingness to act as Branch
Auditors of the Company.
AUDITORS OBSERVATIONS:
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in Schedule
"R" which are self explanatory and therefore, do not call for any
further comments.
SECRETARIAL COMPLIANCE REPORT:
As required under the amended provisions of the Companies Act, 1956,
the Company is required to obtain Secretarial Compliance Certificate
from a Practicing Company Secretary. The same is enclosed and form part
of this report.
DEPOSITORY SERVICES:
The Companys Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also
the Central Depository Services (India) Limited (CDSL). As a result the
investors have an option to hold the shares of the Company in a
dematerialised form in either of the two Depositories. The Company has
been allotted ISIN No. INE835D01023.
Shareholders therefore, are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic
form.
CORPORATE GOVERNANCE:
Your Company continued to practice good governance as set out by the
Securities & Exchange Board of India. In addition to the basic
governance issues, the Board laid a strong emphasis on transparency,
accountability and integrity. The detailed report on compliance of
Corporate Governance and Management Discussion Analysis as stipulated
in Clause 49 of the Listing Agreement is enclosed and form part of this
Report.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors have
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (I) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 are given in Annexure "I" to this
report.
PARTICULARS OF EMPLOYEES:
Particulars required under section 217(2A) of the Companies Act, 1956
read with the Companies (particulars of employees) Rules, 1975 are
given in the prescribed format as an Annexure "II" to the Directors
Report.
LISTING:
The Company has listed its Shares on The Bombay Stock Exchange Ltd., &
National Stock Exchange of India Ltd. The Company is regular in payment
of Listing Fees.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at the plant.
ACKNOWLEDGMENT:
The Directors wish to convey their appreciation to the Companys
shareholders, customers, suppliers, bankers, distributors and all the
technology partners for the support they have given to the Company and
the confidence, which they have reposed in its management and the
employees for the commitment and dedication shown by them.
For and on behalf of the Board of Directors
For Hind Rectifiers Limited
S. K. Nevatia
Chairman & Managing Director
Registered Office:
Lake Road, Bhandup (W),
Mumbai - 400 078.
Place: Mumbai
Dated: 30th May, 2011
Mar 31, 2010
The Directors have great pleasure in presenting 52nd Annual Report
together with the Audited accounts for the year ended March 31, 2010.
(Rs. In Lacs
FINANCIAL RESULTS: Year ended Year ended
31.03.2010 31.03.2009
Gross Operational Income 7,970.91 10,869.05
Less: Excise Duty 436.45 1,054.19
Net Operational Income 7,534.46 9,814.86
Gross Profit 1,160.71 1,578.25
Less: Depreciation 156.40 172.35
Profit before tax 1,004.31 1,405.90
Less: Provision for Taxation
- Current 197.00 442.00
- Deferred 29.90 5.89
- Fringe benefit Nil 13.2
226.90
Profit after taxes 777.41 944.76
Excess/(Short) Provision for
taxation of earlier years (4.50) 0.62
Adjustment in respect of
earlier years (1.85) 3.88
Surplus of previous year 49.78 42.85
Profit available for appropriation 820.84 992.11
Appropriations:
Transferred to General Reserve 520.00 590.00
Proposed Dividend 210.81 301.16
Tax on Dividend 35.83 51.18
Surplus Carried to Balance Sheet 54.20 49.77
OPERATIONS:
The Companys performance has been adversely affected due to abnormal
delays by the Railways in allotment of funds, issuing tenders and
finalizing the orders for Rolling Stock, Metros etc. and lack of
enquiries for new Chemical & Power plants due to slack demand, shortage
of funds and power shortage.
The rising cost of Raw Materials and fall in selling prices due to
increased competition further affected the bottom line.
There are positive signs of improvement in the general economy. Tenders
for Railway products have started being released by Chittranjan
Locomotive Works (CLW), Zonal and Regional Railways. During the year
company has started commercial production of Loco Transformers at
Dehradun.
The Dehradun Plant has made significant contribution towards Sales &
Profit for the year under review. Inspite of keen competition and
rising costs the company with increased sales from the Dehradun plant
expects to show better results at the end of the current year.
DIVIDEND:
The Directors are pleased to recommend for consideration of the
Shareholders at the Annual General Meeting payment of dividend @ 70%
(Rs.1.40 per Share) amounting to Rs. 2,10,81,102/- for the year ended
31st March, 2010 (previous year Rs. 3,01,15,860/-).
DEPOSITS:
Deposits amounting to Rs.1,25,000/- due for payment on or before 31st
March, 2010 remained unclaimed by the depositors on that date. Letters
have been sent to such depositors reminding them to claim their
deposits.
BOARD OF DIRECTORS:
As per the Provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Shri Niraj Bajaj, Shri Binod
Kumar Patodia & Shri Pradeep Goyal, Directors of the Company retire by
rotation and being eligible, offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed.
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made 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, 2010.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
AUDITORS:
M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company
are retiring at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
Auditors, if re-appointed. The Company has received a certificate from
them that they are qualified under section 224 (1B) of the Companies
Act, 1956, for appointment as Auditors of the Company. Members are
requested to consider their appointment and fix their remuneration.
M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the
Company for Nashik Plant are retiring and eligible for re-appointment
and have expressed their willingness to act as Branch Auditors of the
Company.
M/s. Mullick & Co., Chartered Accountants, Branch Auditors of the
Company for Dehradun Plants are retiring and eligible for
re-appointment and have expressed their willingness to act as Branch
Auditors of the Company.
AUDITORS OBSERVATIONS:
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in Schedule
"R" which are self explanatory and therefore, do not call for any
further comments.
SECRETARIAL COMPLIANCE REPORT:
As required under the amended provisions of the Companies Act, 1956,
the Company is required to obtain Secretarial Compliance Certificate
from a Practising Company Secretary. The same is enclosed and form part
of this report.
DEPOSITORY SERVICES:
The Companys Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also
the Central Depository Services (India) Limited (CDSL). As a result the
investors have an option to hold the shares of the Company in a
dematerialised form in either of the two Depositories. The Company has
been allotted ISIN No. INE835D01023.
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic
form.
CORPORATE GOVERNANCE:
Your Company continued to practice good governance as set out by the
Securities & Exchange Board of India. In addition to the basic
governance issues, the Board laid a strong emphasis on transparency,
accountability and integrity. The detailed report on compliance of
Corporate Governance and Management Discussion Analysis as stipulated
in Clause 49 of the Listing Agreement is enclosed and form part of this
Report.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 are given in Annexure "I" to this
report.
PARTICULARS OF EMPLOYEES:
Particulars required under section 217(2A) of the companies Act, 1956
read with the companies (particulars of employees) Rules 1975 are given
in the prescribed format as an Annexure "II" to the Directors Report.
LISTING:
The Company has listed its Shares on The Bombay Stock Exchange Ltd., &
National Stock Exchange of India Ltd. The Company is regular in payment
of Listing Fees.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at the plant.
ACKNOWLEDGEMENT:
The Directors wish to convey their appreciation to the Companys
shareholders, customers, suppliers, bankers, distributors and all the
technology partners for the support they have given to the Company and
the confidence, which they have reposed in its management and the
employees for the commitment and dedication shown by them.
Registered Office: For and on behalf of the Board of Directors
Lake Road, Bhandup (W) For Hind Rectifiers Limited
Mumbai - 400 078
Place: Mumbai S.K.Nevatia
Dated: 28th May, 2010 Chairman & Managing Director
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