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Hind Rectifiers Ltd.

BSE: 504036 Sector: Engineering
NSE: HIRECT ISIN Code: INE835D01023
BSE 00:00 | 27 Oct 193.90 10.80
(5.90%)
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185.05

HIGH

195.70

LOW

181.05

NSE 00:00 | 27 Oct 193.45 9.65
(5.25%)
OPEN

187.90

HIGH

196.00

LOW

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OPEN 185.05
PREVIOUS CLOSE 183.10
VOLUME 800
52-Week high 232.25
52-Week low 117.45
P/E 49.34
Mkt Cap.(Rs cr) 321
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 185.05
CLOSE 183.10
VOLUME 800
52-Week high 232.25
52-Week low 117.45
P/E 49.34
Mkt Cap.(Rs cr) 321
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hind Rectifiers Ltd. (HIRECT) - Director Report

Company director report

Dear Members

Your Directors present the 63rd Annual Report together with the Audited FinancialStatements for the year ended March 31 2021.

(` in lakhs)

FINANCIAL RESULTS Year ended 31.03.2021 Year ended 31.03.2020
Revenue from Operation 30509.71 29962.05
Other Income 35.74 48.16
Total Revenue 30545.45 30010.21
Profit Before Interest Tax Depreciation and Amortization (PBITDA) 1990.31 3762.96
Less: Finance Cost 871.54 731.63
Profit/Loss before Depreciation and Tax 1118.77 3031.63
Less : Depreciation 382.50 407.26
Profit/(Loss) before Exceptional Item 736.27 2624.07
Profit/(Loss) before Tax 736.27 2624.07
Less : Provision for Taxation - Current 170.17 634.45
Deferred 32.96 141.71
Profit/(Loss) after taxes 533.14 1847.91
Other Comprehensive Income (Net of Tax) 12.67 (17.76)
Total Comprehensive Income for the year 545.81 1830.15

OPERATIONS

Turnover of the Company during the year 2020-21 was ` 30509.71 lakhs as compared to `29962.05 lakhs in the year 2019-20. Profit before interest depreciation and tax was `1990.31 lakhs compared to ` 3762.96 lakhs.

Performance during the year was impacted due to sub optimal operations on account oflock down and lots of restriction on movement of person in the early part of the financialyear 2020-21. Due to restriction on movement of person approval of the new products andvalue engineering got delayed which affected the revenue as well margins. Margins werealso affected due to the increased competition unfavorable product mix and nominalincrease in revenue.

The Company has evaluated the impact of this pandemic on its business operationsfinancial position and based on its review there is no significant impact on thecompany’s assets capital and financial resources liquidity and supply chain or longterm demand for its products. However the impact assessment of COVID-19 is a continuousprocess given the uncertainties associated with its nature and duration. The financialimplications are contingent on the various business parameters which may emerge from timeto time and the Company will continue to closely monitor any material changes from thoseestimated as on the date of adoption of these financial results.

The Company continues to focus on the development of new products for Railways and alsofor other applications. The Company also continues to expand its product range by way ofdeveloping the product in house this will help for further improving the performance.

Demand from Railways continues to be good and the Company has healthy order bookingsfor the financial year 2021-22.

During the year the Company signed a lease agreement with MIDC Nashik for allotment ofland admeasuring 26930 sq. mtrs. at MIDC Sinnar. The Company has received approval fromMIDC Nashik for construction of 12929.14 sq. mtrs. and expects plant to be ready beforeMarch 2022.

DIVIDEND AND RESERVES

The Board of Directors of your Company are pleased to recommend a dividend of ` 0.40(subject to deduction of tax) per equity share of the face value of ` 2/- each (@ 20 %)payable to those shareholders whose names appear in the Register of Members as on the BookClosures.

The final dividend on equity shares if approved by the members would involve a cashoutflow of ` 66.25 lakhs.

The Board has decided not to transfer any amount to the reserves for the year underreview.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on 31st March 2021 has been prepared in accordance with the Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 as amended from time to time. The estimates and judgmentsrelating to the financial statements are made on a prudent basis so as to reflect in atrue and fair manner the form and substance of transactions and reasonably present theCompany's state of affairs profits and cash flows for the year ended 31st March 2021.Notes to the financial statements adequately cover the Audited Statements and form anintegral part of this report.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2021 was ` 33127446. During theyear under review the Company has not issued shares or convertible securities or shareswith differential voting rights nor has granted any stock options or sweat equity. None ofthe Directors of the Company hold instruments convertible into equity shares of theCompany as on 31st March 2021.

EMPLOYEES’ STOCK OPTION SCHEMES

The Company’s Employees Stock Option Scheme viz. ‘HIRECT Employees StockOption Plan - 2018‘ was passed by the members of the Company in the 60th AnnualGeneral Meeting on 13th August 2018 for 250000 Options convertible into the equal numberof equity shares.

The Nomination and Remuneration Committee of the Board of Directors of the Companyinter alia administers and monitors the Employees’ Stock Option Plan of the Company.The options granted shall vest based upon the performance of the Employee as may bedetermined by the Nomination and Remuneration Committee from time to time but shall not beless than 1 (one) year and not more than 4 (four) years from the date of grant of options.Vesting may happen in one or more tranches.

The Exercise Price shall be based on the Market Price of the Company which shall meanthe latest closing price on a recognized stock exchange on which the shares of the Companyare listed on the date immediately prior to the date of meeting of committee on whichgrant is to be made.

The maximum term of the options granted under the scheme shall be 5 years. The schemecontemplates a new issue of shares by the Company (“Primary Shares”). There isno change in the scheme. The scheme is in compliance with the SEBI (Share Based EmployeeBenefits) Regulation 2014.

Further the company has not granted any options during the financial year 2020-2021.Accordingly other disclosures as stipulated under SEBI Circular CIR/CFD/POLICYCELL/2/2015 dated June 16 2015 are not applicable.

PUBLIC DEPOSITS

We have not accepted any fixed deposits including from the public and as such noamount of principal or interest was outstanding as of the Balance Sheet date.

BOARD OF DIRECTORS

Mr. S. K. Nevatia Chairman & Managing Director of the Company passed away on 14thSeptember 2020. The Board while condoling the death of Late S. K. Nevatia records itsappreciation of the valuable services rendered by him.

Mr. B. K. Patodia Independent and Non-Executive Director resigned w.e.f. 6th November2020 due to entirely personal reasons. He was the Director of the Company between 2007 and2020. The Board records its appreciation of the contribution made by Mr. B. K. Patodiaduring his long association with the Company.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Suramya Nevatia Managing Director & CEO of theCompany retires by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for re-appointment. The Board recommends his re-appointment for theconsideration of the members of the Company at the Annual General Meeting. Brief profileof Mr. Suramya Nevatia has been given in the Notice convening the Annual General Meeting.

The members of the Company at its 62nd Annual General Meeting held on 15th September2020 have approved the appointment of Mr. Suramya Nevatia as Joint Managing Director &CEO of the Company w.e.f. 17th August 2020 for a term of three years by way of passingspecial resolutions. Further he was re-designated as the Managing Director & CEOw.e.f. 11th November 2020 by the Board on the recommendation of the Nomination andRemuneration Committee.

The members of the Company at its 62nd Annual General Meeting held on 15th September2020 have approved the appointment of Mrs. Ashlesha Bodas as an Independent Directors ofthe Company w.e.f. 26th June 2020 for a term of 5 (five) consecutive years. Theappointment was made based on the recommendation of the Nomination and RemunerationCommittee.

The Board has appointed Mr. Vandan Shah Non-Executive Director as an Independent andNon-Executive Director w.e.f. 10th February 2021 for five consecutive years. Theappointment was made based on the recommendation of the Nomination and RemunerationCommittee. The appointment is subject to the approval of shareholders in the 63rd AnnualGeneral Meeting of the Company. The notice of the Annual General Meeting (AGM) sets outthe details of their appointments.

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 ofindependence as laid down under the Companies Act 2013 and SEBI Listing Regulations2015. The Independent Directors have also confirmed that they have complied with theCompany’s Code of Conduct. There has been no change in the circumstances affectingtheir status as Independent Directors of the Company. Further they are not aware of anycircumstance or situation which exists or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgment and without any external influence and that they are independent of themanagement.

In the opinion of the Board the Independent Directors fulfill the conditions ofindependence specified in the Companies Act 2013 and SEBI Listing Regulations 2015. Allthe Independence Directors have complied with the code for Independent Directorsprescribed in Schedule IV to the Companies Act 2013.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses if any incurred by them for the purpose of attending meetingsof the Board/Committee of the Company.

The familiarization program and other related information are detailed in the CorporateGovernance Report which forms part of this Report.

KEY MANAGERIAL PERSONNEL

In terms of provisions of section 203 of the Companies Act 2013 Mr. Suramya NevatiaManaging Director & CEO Mr. A. K. Nemani Chief Financial Officer & Ms. MeenakshiAnchlia Whole Time Company Secretary & Compliance Officer are the Key ManagerialPersonnel of the Company.

BOARD MEETINGS

Five meetings of the Board of Directors were held during the year. The particulars ofmeetings held and attended by each director are detailed in the Corporate GovernanceReport.

The details of the committees along with their composition number of meetingsattendance at the meetings and other related information are provided in the CorporateGovernance Report. The Board has accepted all the recommendations of all the committees.

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India to conduct the meetings.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators/Courts thatwould impact the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of the Directors tothe best of its knowledge and ability confirms that:

a) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards have been followed and there are no materialdepartures have been made from the same;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2021 and of the profit of theCompany for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

BOARD EVALUATION

One of the key functions of the Board is to monitor and review the Board evaluationframework. The Board works with the nomination and remuneration committee to lay down theevaluation criteria for the performance of the chairman the Board Board committees andexecutive or non-executive or independent directors through evaluation excluding thedirector being evaluated.

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations2015 the Board has carried out an annual performance evaluation of its own performancethe chairman the independent directors the directors individually as well as theevaluation of the working of committees of the Board.

The performance of the Board was evaluated after seeking inputs from all the directorson the basis of criteria such as the Board composition oversight and effectivenessperformance skills and structure etc. The performance of the committees was evaluatedafter seeking inputs from the committee members on the basis of criteria such as thecomposition of committees the effectiveness of committee meetings etc.

Performance evaluation of Independent Directors was done by the entire Board excludingthe independent director being evaluated.

The performance of individual directors was evaluated on the parameters such aspreparation participation conduct independent judgment and effectiveness.

The Board of Directors expressed their satisfaction with the evaluation process. Theabove criteria and process are broadly based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India on January 5 2017. As an outcome ofthe evaluation it was noted that Board as a whole has a composition that is diverse inexperience and perspective and constructive discussion. The discussion quality is robustwell-intended and leads to clear direction and decision.

The Independent Directors met separately on 17th August 2020 and 11th February 2021 todiscuss the following:

(i) review the performance of Non-Independent Directors and the Board as a whole;

(ii) review the performance of the chairman of the Company taking into account theviews of Executive Directors and Non-Executive Directors;

(iii) assess the quality quantity and timeliness of the flow of information betweenthe Company Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The Independent Directors present at the meeting discussed the above and expressedtheir satisfaction with the evaluation process and performance.

The related information is also detailed in the Corporate Governance Report whichforms part of this Report.

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 2020-21 the Company has not given any loans and guaranteesunder section 186 of Companies Act 2013. For details of investments please refer to noteno. 6 forming part of financial statements.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financialyear with Related Parties were on an arm's length basis and in the ordinary course ofbusiness. Thus disclosure in Form AOC-2 in terms of Section 134 and 188 of the CompaniesAct 2013 for material related party transactions is annexed as Annexure D and forms anintegral part of this report. All related party transactions are mentioned in the notes tothe financial statements.

The Board has approved the criteria to grant omnibus approval by the Audit Committee.Prior omnibus approval is obtained for related party transactions which are of repetitivenature and entered in the ordinary course of business and at arm's length. All relatedparty transactions are placed before the Audit Committee for review and approval.

The policy on Related Party Transactions as approved by the Board of Directors isavailable on the website of the Company viz. www.hirect.com.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company is committed to adhering to the highest standards of ethical moral andlegal conduct of business operations. In line with these objectives the Company hasadopted a whistleblower mechanism for Directors and employees to report concerns aboutunethical behavior actual or suspected fraud or violation of the Company's code ofconduct. The policy is reviewed periodically by the Board and updated as needed.

During the year under review no complaint was received by the Company. The ‘VigilMechanism/Whistleblower Policy’ is available on the website of the Company viz.www.hirect.com.

BOARD DIVERSITY

Board diversity is the breadth of perspective not the mere of various diverse traitsthat will benefit the organization. The Company believes that a diverse Board will enhancethe quality of the decision made by the Board by utilizing the different thoughtsperspective skills qualifications experience knowledge region and industryexperience cultural and geographical background age ethnicity race and gender etc.of the Board members necessary for achieving sustainable and balanced development. TheBoard Diversity Policy adopted by the company sets out its approach to diversity. TheBoard Diversity Policy is available on the website of the Company viz. www.hirect.com.

NOMINATION AND REMUNERATION POLICY

The Company has the appropriate mix of Executive Non-executive Directors to maintainthe independence of the Board. The policy of the Company on the Director’sappointment and remuneration including the criteria for determining qualificationspositive attributes independence of a Director and other matters as required undersub-section (3) of Section 178 of the Companies Act 2013 is available on the website ofthe Company viz. www.hirect.com.We affirm that the remuneration paid to the Directors isas per the terms laid out in the Nomination and Remuneration Policy of the Company.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year Mr. Vandan Shah was appointed as members of the CorporateSocial Responsibility Committee. As on 31st March 2021 the CSR Committee comprised of Mr.V. K. Bhartia (Chairman) Mrs. Akshada Nevatia and Mr. Vandan Shah. The terms of referenceof the Corporate Social Responsibility Committee is provided in the Corporate GovernanceReport. The Corporate Social Responsibility Policy is available on the website of theCompany viz. www.hirect.com.

The Board has decided to dissolve the Corporate Social Responsibility Committee w.e.f.11th June 2021 as the amount required to be spent on CSR does not exceed ` 50 lakhs andthe functions of such committee would be performed by the Board of directors of thecompany.

The annual report on the CSR activities is appended as Annexure E and forms an integralpart of this report.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. V. K. Bhartia Mr.Pradeep Goyal and Mr. Parimal Merchant. During the year all the recommendations made bythe Audit Committee were accepted by the Board. Other details of the Audit Committee aregiven in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of SEBI Listing Regulations 2015 theManagement Discussion and Analysis is set out in this report.

CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY REPORT

As per SEBI Listing Regulations 2015 the Corporate Governance Report with theAuditors’ Certificate thereon is attached which forms part of this report.

The Business Responsibility Report describing the initiative taken by the Company froman environmental social and governance perspective is attached which forms part of thisreport.

STATUTORY AUDITOR AND BRANCH AUDITORS

M/s Ravi A. Shah & Associates Chartered Accountants Firm Registration No. 125079W(Statutory Auditor) and M/s Ratan Chandak & Co. Chartered Accountants FirmRegistration No. 108696W (Branch Auditor of Nashik Plant) were appointed for a term offive consecutive years at the Annual General Meeting held on 8th September 2017 and M/sGada Chheda & Co. Chartered Accountants Firm Registration No. W100059 (BranchAuditor of Dehradun Plant) was appointed for a term of five consecutive years at theAnnual General Meeting held on 13th August 2018.

During the year the statutory auditor and branch auditors have confirmed that theysatisfy the independence criteria required under Companies Act 2013 and Code of Ethicsissued by the Institute of Chartered Accountants of India.

The Auditors’ Report does not contain any qualification reservation adverseremark or disclaimer.

During the financial year under review the Auditors had not reported any matter undersection 143 (12) of the Companies Act 2013 therefore no detail is required to bedisclosed under Section 134 (3)(ca) of the Companies Act 2013.

COST AUDITOR

As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time the Company has been maintaining cost records and carrying outthe audit of the same.

The Board of Directors on the recommendation of the Audit Committee has re-appointedM/s N. Ritesh & Associates Cost Accountants (Firm Registration Number R100675) asCost Auditor to audit the cost accounts of the Company for the financial year 2021-22. TheCompany had received his written consent that the appointment will be in accordance withthe applicable provisions of the Companies Act 2013 and rules framed thereunder. The CostAuditor has confirmed that he is not disqualified to be appointed as the Cost Auditor ofthe Company for the year ending 31st March 2022.

The remuneration of the Cost Auditor has been approved by the Board of Directors on therecommendation of the Audit Committee and in terms of the Companies Act 2013 and rulesthereunder requisite resolution for ratification of remuneration of the Cost Auditors bythe members has been set out in the Notice of the 63rd Annual General Meeting of theCompany.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors on the recommendation of the Audit Committee has reappointed M/s GMJ &Associates a firm of Company Secretaries in Practice to undertake the Secretarial Auditof the Company. The Company has received their written consent that the appointment is inaccordance with the applicable provisions of the Companies Act 2013 and rules framedthereunder. The Secretarial Auditors have confirmed that they are not disqualified to beappointed as the Secretarial Auditors of the Company for the financial year ending 31stMarch 2022.

The Secretarial Audit Report is annexed as Annexure A (i) and forms an integral part ofthis report. The Secretarial Audit Report does not contain any qualifications reservationor adverse mark or disclaimer.

The Annual Secretarial Compliance Report is annexed as Annexure A (ii) and forms anintegral part of this report. The Annual Secretarial Compliance Report does not containany qualifications reservation or adverse remark or disclaimer.

During the financial year under review the Secretarial Auditors had not reported anymatter under Section 143 (12) of the Companies Act 2013 therefore no detail is requiredto be disclosed under Section 134 (3)(ca) of the Companies Act 2013.

NSE imposed a fine of ` 430000 on delay appointment of Independent Woman Director.The Company was unable to appoint a woman independent director due to national lockdownand COVID-19 Pandemic. The Company has complied with the Regulation 17(1) by appointing awoman independent director at its meeting held on June 26 2020 and has paid the aforesaidfine.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of allapplicable and mandatory Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND ITS ADEQUACY

Adequate systems for internal controls provide assurances on the efficiency ofoperations security of assets statutory compliance appropriate authorizationreporting and recording transactions. The scope of the audit activity is broadly guidedby the annual audit plan approved by the top management and the Audit Committee. TheInternal Auditor prepares regular reports on the review of the systems and procedures andmonitors the actions to be taken.

The Audit Committee of the Board of Directors reviews the adequacy and effectiveness ofthe internal control systems and suggests improvements to strengthen the same.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors including the audit of internal financial controls overfinancial reporting by the statutory auditors and the reviews performed by management andthe audit committee the Board is of the opinion that the Company's internal financialcontrols were adequate and effective during the financial year 2020-21.

RISK MANAGEMENT

The Company has in place a Risk Management Policy which was reviewed by the AuditCommittee and approved by the Board of Directors of the Company. The policy provides for arobust risk management framework to identify and assess risks such as operationalstrategic financial regulatory human resource and other risks and put in place anadequate risk management infrastructure capable of addressing these risks. The AuditCommittee has oversight in the area of financial risks and controls. The major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis. The risk management framework is reviewed regularly. Thedevelopment and implementation of a risk management policy have been monitored by theManagement regularly.

CREDIT RATING

The particulars of Credit Rating are detailed in the Corporate Governance Report whichforms part of this report.

CODE OF CONDUCT

The Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors and Senior Management Personnel of the Company. This will help in dealing withethical issues and also foster a culture of accountability and integrity.

LISTING

The Company has listed its shares on BSE Limited and National Stock Exchange of IndiaLimited. The Company is regular in payment of Listing Fees.

DEPOSITORY SERVICES

The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). The Company has been allotted ISIN No. INE835D01023.

The shareholders therefore are requested to take full benefit of the same and lodgetheir holdings with Depository Participants [DPs] with whom they have their Demat Accountsfor getting their holdings in electronic form.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is attached as Annexure B and forms an integral part of this Annual Report.

The statement containing names of top ten employees in terms of remuneration is drawnand the particulars of employees as required under Section 197(12) of the Companies Act2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate Annexure forming part of thereport. Having regard to the provisions of the second proviso to Section 136(1) of the Actand as advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. Any member interested in obtaining such information may write tothe Company to email id investors@hirect.com. None of the employees listed in the saidAnnexure is a relative of any director of the Company except Late S. K. Nevatia Mr.Saurabh Nevatia Mrs. Akshada Nevatia and Mr. Suramya Nevatia. Only Late S. K. Nevatia wasin receipt of remuneration in excess of eight lakhs and fifty thousand rupees per month.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at the workplace and has adopted apolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. The policy aims to provideprotection to the woman at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where women feel secure.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. The following is a summary of sexual harassment complaintsreceived and disposed of during the year.

(a) Number of complaints pending at the beginning of the year NIL

(b) Number of complaints received during the year NIL

(c) Number of complaints disposed of during the year NIL

(d) Number of cases pending at the end of the year NIL

INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of this report. There hasbeen no change in the nature of the business of the Company.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company viz. www.hirect.com.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules’)all unpaid or unclaimed dividends are required to be transferred by the Company to theIEPF established by the Central Government after the completion of seven years. Furtheraccording to the Rules the shares in respect of which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the Demat account of the IEPF Authority. During the year the Company has transferredthe unclaimed and unpaid dividends of ` 391899.20. Further 13081 equity shares on whichdividends were unclaimed for seven consecutive years has transferred to the IEPF as perthe requirements of the IEPF Rules and details of which are provided on the Company’swebsite viz. www.hirect.com.

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUT GO

The information pursuant to Section 134 (3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure C and forms anintegral part of this Report.

SAFETY ENVIRONMENTAL CONTROL AND PROTECTION

The Company is conscious of the importance of environmentally clean and safeoperations. The Company’s policy requires the conduct of operations in such a mannerso as to ensure the safety of all concerned and compliances with environmentalregulations.

The Company has taken all the necessary steps for safety environmental control andprotection at all the plants.

ACKNOWLEDGMENT

The Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks Government authorities customers vendors andinvestors during the year under review.

The Directors hereby wish to place on record their appreciation of the efficient andloyal services rendered by each and every employee without whose whole-hearted effortsthe overall performance would not have been possible. Your Directors look forward to thelong-term future with confidence.

The Directors regret the loss of life due to the COVID-19 pandemic and are deeplygrateful and have immense respect for every person who risked their life and safety tofight this pandemic.

The Directors appreciate and value the contribution made by every member of the HIRECTfamily.

For and on behalf of the Board of Directors

Place : Mumbai Pradeep Goyal Suramya Nevatia
Date : 10th June 2021 Chairman Managing Director & CEO

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