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Hind Rectifiers Ltd.

BSE: 504036 Sector: Engineering
BSE 00:00 | 17 Jan 240.70 -6.20






NSE 00:00 | 17 Jan 241.50 -6.55






OPEN 247.50
52-Week high 268.75
52-Week low 102.00
P/E 19.40
Mkt Cap.(Rs cr) 398
Buy Price 240.00
Buy Qty 10.00
Sell Price 240.70
Sell Qty 3.00
OPEN 247.50
CLOSE 246.90
52-Week high 268.75
52-Week low 102.00
P/E 19.40
Mkt Cap.(Rs cr) 398
Buy Price 240.00
Buy Qty 10.00
Sell Price 240.70
Sell Qty 3.00

Hind Rectifiers Ltd. (HIRECT) - Director Report

Company director report

Dear Members

Your Directors present the 61st Annual Report together with the Audited FinancialStatements for the year ended March 31 2019.

(Rs. in lacs)
FINANCIAL RESULTS Year ended 31.03.2019 Year ended 31.03.2018
Revenue from Operation 25514.29 12569.20
Other Income 61.55 42.88
Revenue excluding Excise duty 25575.84 12612.08
Excise Duty - 136.31
Revenue including Excise duty 25575.84 12748.39
Profit Before Interest Tax Depreciation and Amortization (PBITDA) 2591.96 962.23
Less: Finance Cost 700.24 529.74
Profit/Loss before Depreciation and Tax 1891.72 432.49
Less : Depreciation 271.86 230.73
Profit/(Loss) before Exceptional Item 1619.86 201.76
Exceptional item 45.05 -
Profit/(Loss) before Tax 1664.91 201.76
Less : Provision for Taxation -Deferred 485.83 70.31
Profit/(Loss) after taxes 1179.08 131.45
Other Comprehensive Income (Net of Tax) 5.60 8.47
Total Comprehensive Income for the year 1184.68 139.92


Turnover of the Company during the year 2018-19 was Rs. 25514.29 lacs as compared toRs. 12569.20 lacs in the year 2017-18. Profit before interest depreciation and tax wasRs. 2591.96 lacs compared to Rs. 962.23 lacs.

Company continues to focus on development of new products for Railways and also forother applications. Expansion plan undertaken at Nashik in the year 2017-18 formanufacture of Railway as well non Railway products has helped the Company for substantialimprovement in the performance of the Company during the year. Company is planning furtherexpansion of its product range this will help for further improving the performance.

After expansion at Nashik Plant sufficient capacity was available with the variousplants of the Company; accordingly the Company sold Unit II of Dehradun in the month ofNovember 2018. This has helped the further streamlining the operations.

Demand from Railways continues to be good and Company has healthy order bookings forthe financial year 2019-20.


The Board of Directors of your Company is pleased to recommend a dividend of Rs. 0.40per equity share of the face value of Rs. 2/- each (@ 20 %) payable to those shareholderswhose names appear in the Register of Members as on the Book Closures. An amount of Rs.11.58 lacs would be paid as dividend distribution tax on the dividend. The Board ofDirectors of Company has decided to withdraw Rs. 90 lacs from the reserves.


As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2019 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 andjudgements relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits and cash flows for the year ended 31stMarch 2019. The Notes to the financial statements adequately cover the Audited Statementsand form an integral part of this Report.


The paid up Equity Share Capital as on March 31 2019 was Rs. 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. As onMarch 31 2019 none of the Directors of the Company hold instruments convertible intoequity shares of the Company.


The Company's Employees Stock Option Scheme viz. 'HIRECT Employees Stock Option Plan -2018' has been passed in 60th Annual General Meeting for 250000 equity shares options. TheNomination and Remuneration Committee of the Board of Directors of the Company interalia administers and monitors the Employees' Stock Option Plan of the Company. TheCompany has not yet approached to the Stock Exchanges to obtain the scheme approval.Therefore the Company has not made any grant under the scheme during the Financial Year2018-19 and disclosure is not given in the report.

There is no change in the scheme and the scheme is in the compliance with the SEBI(Share Based Employee Benefits) Regulation 2014. The detail under the SEBI (Share BasedEmployee Benefits) Regulation 2014 is available on the Company's website


During the year the Company has not accepted any deposits from the public and thereare no amounts outstanding as on the date of the Balance Sheet.

The Company has received a show cause notice under Section 74 of the Companies Act2013 in October 2018 for contravention of Deposit provisions. The Company had accepteddeposits in 2013-14. As per section 74 of the Companies Act 2013 The depositsoutstanding as on 31st March 2014 was supposed to be repaid on or before 31st March2015. The Company was having some deposits outstanding as on 31st March 2014 which wasnot repaid up to 31st March 2015 however deposits outstanding as on 31st March 2015 wasrepaid before maturity date (along with interest) during the Financial year 2015-16 &last deposit along with interest was paid on 13th February 2016. The said section wasamended on 15th August 2018 and as per amendment deposits accepted before thecommencement of this act can be repaid within three years from commencement of theCompanies Act 2013 or before expiry of the period for which the deposits were acceptedwhichever is earlier. Same has replied to Ministry of Corporate Affairs.


In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Akshada Nevatia Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible have offered herselffor re-appointment. The Board recommends her re-appointment for the consideration of theMembers of the Company at the Annual General Meeting.

Further the term of Mrs. Akshada Nevatia as Executive Director is upto 14th January2020. The Board of Directors on the recommendation of the Nomination and RemunerationCommittee has re-appointed Mrs. Akshada Nevatia as Whole-time Director designated asExecutive Director of the Company for a period of three years with effect from 15thJanuary 2020 to 14th January 2023 subject to the approval of members in forthcomingAnnual General Meeting. The Company has received requisite notice in writing under section160 of the Companies Act 2013. Accordingly the Board recommends the resolution inrelation to re-appointment of Mrs. Akshada Nevatia as Whole-time Director designated as“Executive Director” for the approval by the members of the Company.

Brief profile of Mrs. Akshada Nevatia has been given in the Notice convening the AnnualGeneral Meeting.

The members of the Company at its 60th Annual General Meeting held on 13th August 2018have approved the re-appointment of Mr. V. K. Bhartia Mr. Parimal Merchant Mr. PradeepGoyal and Mr. B. K. Patodia as Independent Directors of the Company for a second term of5 (five) consecutive years. Based on the Performance Evaluation of the IndependentDirectors conducted by the entire Board (excluding Director being evaluated) on variousparameters such as performance leadership ethics and integrity Board engagement andtime commitment ability to take balanced decisions regarding stakeholders background andexperience and contributions made by them during their tenure etc. it has recommended tore-appoint Mr. V. K. Bhartia Mr. Parimal Merchant Mr. Pradeep Goyal and Mr. B. K.Patodia as Independent Directors for a second term of 5 (five) consecutive years on theBoard of the Company.

The members of the Company at its 60th Annual General Meeting held on 13th August 2018have approved re-appointment of Mr. Sushil Kumar Nevatia as Chairman and Managing Directorof the Company for a term of three years by passing special resolutions.

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 the Listing Regulations. Allthe Independence Directors have complied with the code for Independent Directorsprescribed in Schedule IV to the Companies Act 2013. Further they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgmentand without any external influence and that they are independent of the management.

In the opinion of the Board the Independent Directors fulfil the conditions ofindependence specified in the Companies Act 2013 and the Listing Regulations. TheIndependent Directors have also confirmed that they have complied with the Company's Codeof Conduct.

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


In terms of provisions of Section 203 of the Companies Act 2013 Mr. S.K. NevatiaChairman and Managing Director Mr. Suramya Nevatia Chief Executive Officer Mr. A.K.Nemani Chief Financial Officer and Ms. Meenakshi Anchlia Whole Time Company Secretaryare the Key Managerial Personnel of the Company.

Mr. Suramya Nevatia CEO has been appointed as Key Managerial Personnel w.e.f. 1stJune 2018. by the Board of Directors.


Four 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 which forms part of this Report.

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.


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.


Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any.

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 at the end of the financial year and of the profitand loss of the Company for that period.

c) They have taken proper and sufficient care towards 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 annual accounts on a going concern basis.

e) They have laid down internal financial controls which are adequate and are operatingeffectively.

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


During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under Section 143(12) of the Companies Act 2013 and Rulesframed thereunder.


Pursuant to the provisions of the Companies Act and the Listing Regulations the Boardhas carried out an annual performance evaluation of its own performance the chairpersonthe Directors individually as well as the evaluation of the working of Committees of theBoard. The Board of Directors expressed their satisfaction with the evaluation process.The evaluation process inter alia considers attendance of Directors at Board andcommittee meetings acquaintance with business communicating inter se Board memberseffective participation domain knowledge compliance with code of conduct vision etc.The Independent Directors met separately on 13th August 2018 and 12th February 2019 todiscuss and 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 theviews of Executive Directors and Non-Executive Directors;

(iii) assess the quality quantity and timeliness of flow of information between theCompany 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 evaluation process and performance except attendance matter. Therelated information is detailed in the Corporate Governance Report which forms part ofthis report.


The Company does not have any Subsidiary Joint venture or Associate Companies.


During the financial year 2018-19 the Company has not given any loans guaranteesmade investments and provided securities as per the provisions of Section 186 of theCompanies Act 2013.


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 transaction is annexed as Annexure E and forms anintegral part of this report. All related party transactions are mentioned in the Notes tothe Financial Statements.

All Related Party Transactions are placed before the Audit Committee. Omnibus approvalhas obtained for transactions which are of repetitive nature. A statement giving detailsof all Related Party Transactions are placed before the Audit Committee for review andapproval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors isavailable on the website of the Company viz. The said policy has beenamended in the line with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015


The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. In line with these objectives the Company has adopted awhistleblower mechanism for Directors and employees to report concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct. Thepolicy was revised and amended in line with SEBI (Prohibition of Insider Trading)(Amendment) Regulations 2018 enabling employees to report instances of leak of orsuspected leak of Unpublished Price Sensitive Information (UPSI).

During the year under review no complaint was received by Company. The 'VigilMechanism/Whistle Blower Policy' is available on the website of the Company


Board diversity is the breadth of prospective not the mere of various diverse traitsthat will benefit the organization. The Company believes that diverse Board will enhancethe quality of 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. ofthe Board members necessary for achieving sustainable and balance development. The BoardDiversity Policy adopted by the company sets out its approach to diversity. The BoardDiversity Policy is uploaded on the website of the Company viz.


The Company has appropriate mix of executive non-executive Directors to maintain theindependence of the Board. The policy of the Company on Director's appointment andremuneration including the criteria for determining qualifications positive attributesindependence of a Director and other matters as required under sub-section (3) of Section178 of the Companies Act 2013 is available on the website of the Company We affirm that the remuneration paid to the Directors is as per the termslaid out in the Nomination and Remuneration Policy of the Company.


As per the Companies Act 2013 all Companies having net worth of Rs. 500 crore ormore or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more duringpreceding financial year are required to constitute a Corporate Social Responsibility(CSR) Committee of the Board of Directors comprising three or more Directors at least oneof whom should be an Independent Director and such Company shall spend at least 2% of theaverage net profits of the Company's three immediately preceding financial year.

In this connection we wish to inform you that as on last audited balance sheet dated31st March 2018 neither the net worth exceeds Rs. 500 crore nor turnover exceeds Rs. 1000crore nor net profit exceeding Rs. 5 crore. Hence the provisions of Companies Act 2013regarding CSR would not be applicable. Thus report on CSR as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 is not required.

The Company had constituted CSR Committee comprises Mr. V.K. Bhartia (chairman) Mr. S.K. Nevatia and Mrs. Akshada Nevatia (members). The Corporate Social Responsibility Policyis available on the website of the Company viz.


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.


The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is provided in a separate section and forms an integral part of this Report.


As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company together with acertificate from the Company's Auditors confirming compliance forms an integral part ofthis Report.


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 of 5(five) consecutive years at the Annual General Meeting held on September 8 2017 and M/sGada Chheda & Co. Chartered Accountants Firm Registration No. W100059 (BranchAuditor of Dehradun Plant) was appointed for a term of 5 (five) consecutive years at theAnnual General Meeting held on August 13 2018 on a remuneration mutually agreed upon bythe Board of Directors and the Auditors.

The requirement for the annual ratification of Auditors appointment at the AnnualGeneral Meeting has been omitted pursuant to Companies (Amendment) Act 2017 notified on7th May 2018. During the year the statutory auditor and branch auditors have confirmedthat they satisfy the independence criteria required under Companies Act 2013 and Code ofEthics issued by Institute of Chartered Accountants of India.

The observations of the auditors contained in their Report are self explanatory andtherefore do not call for any further comments.The Auditors' Report does not contain anyqualification reservation adverse remark or disclaimer.


As per the requirement of 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 outaudit of the same.

The Board of Directors on the recommendation of Audit Committee has re-appointed M/sN. Ritesh & Associates Cost Accountants (Firm Registration Number R100675) as CostAuditor to audit the cost accounts of the Company for the financial year 2019-20. 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 remuneration of Cost Auditor has been approved by the Board of Directors onrecommendation 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 61th Annual General Meeting of theCompany.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorson the recommendation of Audit Committee has re-appointed M/s GMJ & Associates a firmof Company Secretaries in Practice to undertake the Secretarial Audit of the Company. TheCompany had received their written consent that the appointment will be in accordance withthe applicable provisions of the Act and rules framed thereunder. The Secretarial AuditReport is annexed as Annexure B (i) and forms an integral part of this report.TheSecretarial Audit Report does not contain any qualifications reservation or adverseremark or disclaimer.

In addition to Secretarial Audit Report the SEBI has introduced Annual SecretarialCompliance Report for listed Companies. The said report is issued by the M/s GMJ &Associates a firm of Company Secretaries in Practice. The Annual Secretarial ComplianceReport is annexued as Annexure B (ii) and forms an integral part of this report. TheAnnual Secretarial Compliance Report does not contain any qualifications reservation oradverse remark or disclaimer.


Pursuant to Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeover) Regulations 2011 Mr. Saurabh Nevatia Chief Executive Officer and PromoterGroup entity defaulted in making prior intimation to the stock exchanges about theacquisition of shares. It was delayed by four days. Further he as an acquirer suo motuapplied for settlement under Securities and Exchange Board of India (SettlementProceedings) Regulations 2018 and opted for the summary settlement route and paid thesettlement amount.


The company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India.


Adequate systems for internal controls provide assurances on the efficiency ofoperations security of assets statutory compliance appropriate authorization reportingand recording transactions. The scope of the audit activity is broadly guided by theannual audit plan approved by the top management and Audit Committee. The Internal Auditorprepares regular reports on the review of the systems and procedures and monitors theactions 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.


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


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.


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


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.


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 C and forms an integral part of this Annual Report.

The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Companies Act 2013read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of the report.Further the report and the accounts are being sent to the Members excluding the aforesaidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company. Any Member interested in obtaining a copy of thesame may write to the Company Secretary. None of the employees listed in the said annexureis a relative of any director of the Company except Mr. S.K. Nevatia Mr. Saurabh NevatiaMrs. Akshada Nevatia and Mr. Suramya Nevatia. Only Mr. S. K. Nevatia was in receipt ofremuneration in excess of one crore and two lacs rupees.


The Company has zero tolerance for sexual harassment at 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 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 woman 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 ofcomplaints received during the year - NIL

(c) Number of complaints disposed off during the year - NIL (d) Number of cases pendingat the end of the year - NIL


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


The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure 'A' which forms an integral part ofthis Report and is also available on the Company's website viz.


Pursuant to the applicable provisions of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') all unpaidor unclaimed dividends are required to be transferred by the Company to the IEPFestablished 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 demate account created by the IEPF Authority. During the year the Company hastransferred the unclaimed and unpaid dividends of Rs. 312795. Further 20957 equityshares on which dividends were unclaimed for seven consecutive years has transferred tothe IEPF as per the requirements of the IEPF Rules and details of which are provided onthe Company's website viz.


The information pursuant to Section 134 (3)(m)of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure D and forms anintegral part of this Report.


The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned and compliances of environmental regulations.

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


The Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks Government authorities customers vendors andmembers 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.

For and on behalf of the Board of Directors
Place : Mumbai. S. K. Nevatia
Date : 18th May 2019 Chairman and Managing Director