Directors Report of Hind Rectifiers Ltd.
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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