Dear Members,
Your Directors present the 65th Annual Report together with the Audited
Financial Statements for the year ended March 31, 2023.
(Rs. in lakhs)
FINANCIAL RESULTS |
Year ended |
Year ended |
|
31.03.2023 |
31.03.2022 |
Revenue from Operation |
35909.94 |
37210.06 |
Other Income |
25.96 |
34.38 |
Total Revenue |
35935.90 |
37244.44 |
Profit Before Interest, Tax, Depreciation and Amortization
(PBITDA) |
1535.12 |
2253.45 |
Less: Finance Cost |
812.96 |
688.13 |
Profit / Loss before Depreciation and Tax |
722.16 |
1565.32 |
Less : Depreciation |
513.89 |
449.12 |
Profit / (Loss) before Exceptional Item |
208.27 |
1116.20 |
Exceptional Items |
(1076.63) |
|
Profit / (Loss) before Tax |
(868.36) |
1116.20 |
Less : Provision for Taxation - Current |
|
313.02 |
Deferred |
(232.07) |
23.33 |
Profit / (Loss) after taxes |
(636.29) |
779.85 |
Other Comprehensive Income (Net of Tax) |
11.41 |
10.05 |
Total Comprehensive Income for the year |
(624.88) |
789.90 |
OPERATIONS
Turnover of the Company during the year financial 2022-23 was Rs.
35909.94 lakhs as compared to Rs. 37210.06 lakhs in the financial year 2021-22. Profit
before interest, depreciation and tax was Rs. 1535.12 lakhs compared to Rs. 2253.45 lakhs.
Profit during the year was adversely affected due to reduction in
turnover, higher material cost ratio, and increased finance cost. The Company is working
to improve the turnover and the material cost ratio & expects an improved performance
during the financial year 2023-24.
The Company's major business continues to be with Indian Railways
with a strong legacy and brand image. Technology-based products for Locomotives and
Coaches continue as a major strength of the Company's business operations.
Although the primary customer continues to be Indian Railways, 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,
besides growth of new business for the European market through marketing operations from
Sweden.
Industrial business is likely to be increased considering the growth
anticipated in various international and domestic projects in power sector and also
infrastructure development planned by the Government of India. The Company has been
certified for Aerospace Standards and registered with defence organizations and which is
likely to bring additional revenue in the coming years.
In the financial year 2020-21, the Company decided to set up a new
plant at MIDC Sinnar. During the year plant has been completed and started commercial
production w.e.f. March 9, 2023.
The Company has healthy order bookings for the financial year 2023-24.
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.
DIVIDEND
The Board does not recommend any dividend for the year under review and
no amount is proposed to be transferred to Reserves.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2023 was Rs.
34,247,956. 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).
During the year under review, a special resolution for the issuance of
13,50,000 (thirteen lakhs fifty thousand) equity shares as sweat equity shares as a
remuneration payable to Mr. Suramya Saurabh Nevatia, Managing Director and CEO (KMP) of
the Company through the postal ballot was approved by the Members on January 1, 2023. The
Nomination and Remuneration Committee of the Company allotted 5,50,000 sweat equity shares
in the first trench on March 29, 2023. Disclosure in terms of Rule 8 of the Companies
(Share Capital and Debentures) Rules, 2014 is annexed as Annexure F and forms an integral
part of this report.
Compliance Certificate under Regulation 36 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/2023/05/Compliance-Certificate_Sweat-Equity-GMJ-2023.pdf
None of the Directors of the Company hold instruments convertible into
equity shares of the Company as on March 31, 2023.
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 passed by the
members of the Company in the 60th Annual General Meeting on August 13, 2018 for 250000
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 no change in the scheme.
The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulation, 2021.
During the year, a total of 23229 stock options were vested while 10255
shares were allotted by the Nomination and Remuneration Committee. A total of 10255 shares
arose as a result of the exercise of options during the financial year under review.
Listing and trading approval from the stock exchanges for the aforesaid shares received on
April 10, 2023.
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/2023/05/Disclosures-pursuant-to-SEBBI-2023.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/2023/05/Compliance-Certificate_GMJ-2023.pdf.
PUBLIC DEPOSITS
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
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Pawan Golyan, Non-Executive Director of the
Company is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, has 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.
The term of Mr. Suramya Nevatia, Managing Director & CEO (KMP) is
up to August 16, 2023. The Board of Directors based on the recommendation of Nomination
and Remuneration Committee has re-appointed Mr. Suramya Nevatia as Managing Director &
CEO (KMP) of the Company for a period of three years with effect from August 17, 2023 to
August 16, 2026, subject to the approval of members in forthcoming Annual General Meeting.
The Company has received requisite notice in writing under Section 160 of the Companies
Act, 2013. The Board recommends his re-appointment for the consideration of the members of
the Company at the Annual General Meeting.
The term of Mr. Parimal Merchant, Independent and Non-Executive
Director is up to August 11, 2023. The Nomination and Remuneration Committee, based on the
performance evaluation, experience, and contributions made by Mr. Parimal Merchant during
his tenure, considered to continue the association as the same would be beneficial to the
Company and hence recommended it to the Board. The Board of Directors has appointed Mr.
Parimal Merchant as Non-Executive Non-Independent Director of the Company for a period of
five years with effect from August 12, 2023 to August 11, 2028, subject to the approval of
members in forthcoming Annual General Meeting. The Board recommends his re-appointment for
the consideration of the members of the Company at the Annual General Meeting.
The notice of the Annual General Meeting (AGM) sets out details of the
above reappointments including brief profile.
The shareholders at the 64th AGM held on August 9, 2022, reappointed
Mrs. Akshada Nevatia as Whole-time Director designated as an Executive Director, effective
January 15, 2023, till January 14, 2026.
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 are persons of
high repute and integrity and possess 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. All the Independence Directors have
complied with the Code for Independent Directors prescribed in Schedule IV of the
Companies Act, 2013.
Further, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees and reimbursement of expenses, if any, incurred by them for the purpose of attending
meetings of the Board/Committees of the Company.
In terms of Section 149 of the Companies Act, 2013 and SEBI Listing
Regulations 2015, Mr. Pradeep Goyal, Mr. V. K. Bhartia, Mr. Parimal Merchant, Mr. Vandan
Shah, and Mrs. Ashlesha Bodas are the Independent Directors of the Company.
The 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 except that Mr. Anil Mehta has been appointed as Joint
Chief Financial Officer w.e.f. February 2, 2023.
BOARD MEETINGS
Five meetings of the Board of Directors were held during the year. The
particulars of meetings held and attended by each Director are detailed in the Corporate
Governance Report.
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 was no application made or proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016 during the year under review.
BHANDUP PLANT
As per the Board's decision dated February 2, 2023, to close down
the manufacturing operations at Bhandup, the Notice of intended closure was issued to the
workers working at the Bhandup plant, its registered Trade Union and the appropriate
authorities in compliance with applicable laws. The Company was notified through the
Assistant Labour Commissioner's office and the Company was called for conciliation
proceedings. In spite of ongoing conciliation proceedings, the Unionized Workmen through
Trade Union filed a complaint before the Industrial tribunal seeking interim relief and
stay on the intended closure. The Industrial tribunal passed an Interim order and imposed
a stay on the intended closure of the manufacturing operations at Bhandup, thereby
restraining the Company from closing its manufacturing operations at Bhandup. Aggrieved by
the arbitrary order of the Industrial Tribunal, the Company has filed a writ petition
challenging the impugned Interim order of the Industrial Tribunal and the same is pending
before the Hon'ble Bombay High Court.
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.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information, and 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 the performance of individual directors on the basis
of criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contributions and inputs in meetings, etc. Performance evaluation of Independent Directors
was done by the entire Board, excluding the Independent Director being evaluated.
In the separate meetings of Independent Directors, the performance of
each Director, the Board as a whole, individual Directors, 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.
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, 2023.
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 policy on Related Party Transactions as approved by the Board of
Directors is available on the website of the Company viz. 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
Directors to maintain the independence of the Board. 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 as per the
terms laid out in 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
HIRECT's CSR initiatives and activities are aligned with the
requirements of Section 135 of the Companies Act, 2013. The brief outline of the CSR
Policy of the Company and the initiatives undertaken by the Company on CSR activities
during the year are set out in Annexure E of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on
the Company's website at https://hirect.com/policies/.
The Company has dissolved the Corporate Social Responsibility Committee
as the required to be spent on CSR does not exceed Rs. 50 lakhs and the functions of such
committee are being performed by the Board of Directors of the Company.
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 set out in 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.
The Company has discontinued the Business Responsibility
Report/Business Responsibility and Sustainability Report as the Company is not falling in
the criterion specified for it by SEBI.
STATUTORY AUDITORS AND BRANCH 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).
The branch auditor of the Dehradun plant will continue till the
conclusion of the 65th AGM. It has been decided that the Company will not appoint any
branch auditor. This is aimed to rationalize all the things and efforts.
During the year, the statutory auditor and branch auditor 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.
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 AGM.
COST AUDITOR
As per the requirement of the 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, the Company has been maintaining cost records
and carrying out the audit of the same.
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 Auditor to audit the cost accounts of the Company for the
financial year 2023-24. The Company has received his 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 for the year ending March 31, 2024.
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 65th Annual General
Meeting of the Company.
The Cost Audit Report does not contain any 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) in Practice
to undertake the Secretarial Audit of the Company. The Company has received their written
consent that the appointment is in accordance with the applicable provisions of the
Companies Act, 2013 and rules framed thereunder. The Secretarial Auditors have confirmed
that they are not disqualified to be appointed as the Secretarial Auditors of the Company
for the financial year ending March 31, 2024.
The Secretarial Audit Report is annexed as Annexure A (i) and forms an
integral part of this report. The Secretarial Audit Report does not contain any
qualifications, reservations or adverse marks, or disclaimers.
The Annual Secretarial Compliance Report is annexed as Annexure A (ii)
and forms an integral part of this report. The Annual Secretarial Compliance Report does
not contain any qualifications, reservations or adverse remarks, or disclaimers.
During the financial year under review, the Secretarial 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.
SECRETARIAL STANDARDS
The Company has devised proper system to ensure compliance with the
provisions of all applicable and mandatory Secretarial Standards issued by the Institute
of Company Secretaries of India and that such system is adequate and operating
effectively.
INTERNAL FINANCIAL CONTROLS
The establishment of effective corporate governance and internal
control system is essential for sustainable growth and long-term improvements in corporate
value, and accordingly, the Company works to strengthen such structures. The Company
believes that a strong internal control framework is an important pillar of Corporate
Governance.
The scope of the audit activity is broadly guided by the annual audit
plan approved by the top management and the Audit Committee. The Internal Auditors prepare
regular reports on the review of the 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 controls system and suggests improvements to
strengthen the same.
Based on the procedure 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 performed 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 2022-23.
The Company's internal control systems are commensurate with the
nature of its business, the size and complexity of its operations and such internal
financial control with reference to the financial statements are adequate.
RISK MANAGEMENT
The Company has in place a Risk Management Policy which was 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. The Audit Committee has oversight in the
area of financial risks and controls. The major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
The risk management framework is reviewed regularly. The development and implementation of
a risk management policy have been monitored by the Management regularly.
Furthermore, the Company has set up a robust internal audit function
that reviews and ensures sustained effectiveness of internal financial control by adopting
a systematic approach to its work.
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
the applicable laws, rules, and regulations and the 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 its 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 the Central Depository
Services (India) Limited (CDSL). The Company has been allotted ISIN No. INE835D01023.
The 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 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 as set out in the Rules 5(2) and
5(3) of the aforesaid Rules form 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 has zero tolerance toward sexual harassment at the
workplace and to this end, has adopted a policy in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder. All employees (permanent, contractual, temporary, trainees, etc.) are
covered under the said Policy. The Internal Complaints Committees have also been set up to
redress complaints received on sexual harassment.
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
No cases of child labour, forced labour, involuntary labour, and
discriminatory employment were reported during the period. 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 business of the Company. There
was no 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
available on the website of the Company 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 (the
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 Demat account of the IEPF Authority.
Members are requested to claim the dividend(s), which have remained
unclaimed/unpaid, 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 at their address at 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/.
AWARDS AND RECOGNITION
The Company has been committed to ensure 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 the following
accolades during the year from National Society of Friends of the Trees:-
Land Scape Bonsai |
Rank I |
Garden attached to Factories and Industrial
Establishment area above 5000 Sq. Mts. |
Rank II |
Outstanding Specimen of Bonsai |
Rank II |
Hybrid Tea Rose |
Rank II |
Collection of Bonsai |
Rank III |
Miniature Rose |
Rank III |
ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE
Information on the conservation of energy, technology absorption,
foreign exchange earnings and outgo is required to be given pursuant to the provisions of
Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014. The
same is annexed as Annexure C 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 the conduct of operations in such a
manner so as to ensure the safety of all concerned and compliance with environmental
regulations.
The Company has taken all the necessary steps for safety, environmental
control, and protection at all the plants.
ACKNOWLEDGMENT
Hind Rectifiers Limited completed 65 years of incorporation on April
25, 2023. In its 65 years of existence, Hind Rectifiers has spread its wings from a small
manufacturing unit based out of Sasoon Dock Colaba to gaining global recognition in the
Transportation and Industrial sectors. We thank our customers, Indian Railways, vendors,
investors, bankers, and employees for their continued support since its inception.
The Directors would like to express their sincere appreciation for the
assistance and cooperation received from the banks, Government authorities, customers,
vendors, and investors during the year under review.
The Directors hereby wish to place on record their appreciation of the
efficient and loyal services rendered by each and every employee, without whose
whole-hearted efforts, the overall performance would not have been possible. The Directors
look forward to the long-term future with confidence.
The Directors appreciate and value the contribution made by every
member of the HIRECT family.
For and on behalf of the Board of Directors
Place |
: Mumbai |
Pradeep Goyal |
Suramya Nevatia |
Date |
: May 26, 2023 |
Chairman |
Managing Director & CEO |
|