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Hind Rectifiers Ltd.

BSE: 504036 Sector: Engineering
NSE: HIRECT ISIN Code: INE835D01023
BSE 00:00 | 21 Jan 160.20 -4.75
(-2.88%)
OPEN

166.00

HIGH

167.50

LOW

159.50

NSE 00:00 | 21 Jan 160.10 -4.95
(-3.00%)
OPEN

167.50

HIGH

167.90

LOW

159.05

OPEN 166.00
PREVIOUS CLOSE 164.95
VOLUME 2681
52-Week high 269.95
52-Week low 89.65
P/E 29.56
Mkt Cap.(Rs cr) 265
Buy Price 159.90
Buy Qty 30.00
Sell Price 167.70
Sell Qty 64.00
OPEN 166.00
CLOSE 164.95
VOLUME 2681
52-Week high 269.95
52-Week low 89.65
P/E 29.56
Mkt Cap.(Rs cr) 265
Buy Price 159.90
Buy Qty 30.00
Sell Price 167.70
Sell Qty 64.00

Hind Rectifiers Ltd. (HIRECT) - Director Report

Company director report

Dear Members

Your Directors present the 62nd Annual Report together with the Audited FinancialStatements for the year ended March 31 2020.

(Rs In lacs)
FINANCIAL RESULTS Year ended 31.03.2020 Year ended 31.03.2019
Revenue from Operation 29962.05 25514.29
Other Income 48.16 61.55
Total Revenue 30010.21 25575.84
Profit Before Interest Tax Depreciation and Amortization (PBITDA) 3762.96 2591.96
Less: Finance Cost 731.63 700.24
Profit/Loss before Depreciation and Tax 3031.63 1891.72
Less : Depreciation 407.26 271.86
Profit/(Loss) before Exceptional Item 2624.07 1619.86
Exceptional item - 45.05
Profit/(Loss) before Tax 2624.07 1664.91
Less : Provision for Taxation - Current 634.45 -
Deferred 141.71 485.83
Profit/(Loss) after taxes 1847.91 1179.08
Other Comprehnsive Income (Net of Tax) (17.76) 5.60
Total Comprehensive Income for the year 1830.15 1184.68

OPERATIONS

Turnover of the Company during the year 2019-20 was Rs 29962.05 lacs as compared to Rs25514.29 lacs in the year 2018-19. Profit before interest depreciation and tax was Rs3762.96 lacs compared to Rs 2591.96 lacs.

The Company continues to focus on development of new products for Railways and also forother 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.

On account or the spread of COVID 19 virus the Central / State Government had imposeda Lockdown in the month of March 2020 leading to shut down of the Company's manufacturingfacilities and operations. The Company has resumed its operations in a phased manner asper directives from the Government and at present Nashik and Dehradun plants are workingwith full capacity however Mumbai plant is working with limited operations. The Companyhas evaluated impact of this pandemic on its business operations and based on its reviewof current indicators of future economic conditions there is no significant impact on itsfinancial results as at 31st March 2020 however the impact assessment of COVID-19 is acontinuing process given the uncertainties associated with its nature and duration andaccordingly the impact may be different from that estimated as at the date of approval ofthese financial results. The Company believes that the pandemic is not likely to impactthe recover ability of the carrying value of its assets. The Company will continue tomonitor any material changes to future economic conditions.

Demand from Railways continues to be good and the Company has healthy order bookingsfor the financial year 2020-21.

Keeping in mind the future growth the Company has accepted the offer made by MIDCNashik for allotment of land admeasuring to 26930 Sq Mtrs on lease at MIDC Sinner and isin the process for signing the final lease agreement.

COVID-19

In the last month of Financial Year 2019-20 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lock-downs of all economic activity.For the Company the focus immediately shifted to ensuring the health and well-being ofall employees. In view of the announcement made by State/Central Government from time totime operations of the Mumbai plant was suspended w.e.f. 19th March 2020 and operation atNashik & Dehradun Plants was suspended w.e.f. 23rd March 2020.

Further considering the relaxation given by the Government operations at Nashik Plantwas started w.e.f. 27th April 2020 and of Dehradun plant w.e.f. 6th May 2020. Initiallyboth the plants were working with the capacity of 20% to 25%. Dehradun and Nashik Plantswere fully operative from the 25th May 2020 and 9th June 2020 respectively. The Companyis considering various possibilities for utilization of better capacity at Nashik as wellDehradun plants. Operations at Mumbai plant was started with the capacity of 10% witheffect from 8th June 2020.

In view of lockdown declared by Government many of the employees are working from homeonly and ensures that required operations are not affected adversely.

Due to the suspension of the operations in all the plants performance of the firstquarter may affect adversely but the Company is of the view that it will be able torecover the same in balance three quarters if lockdown is not further extended.

Demand for the Company's product is expected to be stable and there is no nonfulfillment of any commitment by any of the party which will have a significant impact onthe performance of the Company.

DIVIDEND AND RESERVES

The Board of Directors of your Company are pleased to recommend a dividend of Rs 0.80(subject to deduction of tax) per equity share of the face value of Rs 2/- each (@ 40 %)payable to those shareholders whose names appear in the Register of Members as on the BookClosures. Further Rs 300.00 lacs have been transferred to the General Reserve.

The final dividend on equity shares if approved by the members would involve a cashoutflow of Rs 132.51 lacs.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on 31st March 2020 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 2020. Notes to the financial statements adequately cover the Audited Statements andform an integral part of this Report.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2020 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. None ofthe Directors of the Company hold instruments convertible into equity shares of theCompany as on 31st March 2020.

EMPLOYEES' STOCK OPTION SCHEMES

The Company's Employees Stock Option Scheme viz. ‘HIRECT Employees Stock OptionPlan - 2018' was passed in the 60th Annual General Meeting for 250000 equity sharesoptions. The Nomination and Remuneration Committee of the Board of Directors of theCompany inter alia administers and monitors the Employees' Stock Option Plan of theCompany. The Company has not yet approached the Stock Exchanges to obtain the schemeapproval. Further the Company has not made any grant under the scheme during thefinancial year 2018-19 and 2019-20. There is no change in the scheme. The scheme is incompliance with the SEBI (Share Based Employee Benefits) Regulation 2014 and Shareholdersresolution passed in the 60th Annual General Meeting. The details under the SEBI (ShareBased Employee Benefits) Regulation 2014 are available on the Company's website atwww.hirect.com.

DEPOSITS

The Company has not accepted any deposits from public or shareholders and as such noamount on account of principal or interest on deposits from public or shareholder wasoutstanding as on the date of the balance sheet. Although the Company had passed relevantresolution in 59th Annual General Meeting to invite deposit from shareholders but it hasnot started yet.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Pawan Golyan Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible have offered himself forre-appointment. The Board recommends his re-appointment for the consideration of themembers of the Company at the Annual General Meeting. Brief profile of Mr. Pawan Golyanhas been given in the Notice convening the Annual General Meeting.

The members of the Company at its 60th Annual General Meeting held on 13th August 2018have approved the reappointment of Mr. Sushil Kumar Nevatia as Chairman and ManagingDirector of the Company w.e.f. 1st April 2019 for a term of three years by way ofpassing special resolutions.

Further the term of Mrs. Akshada Nevatia as Executive Director was expired on 14thJanuary 2020. The members of the Company at its 61st Annual General Meeting held on 8thAugust 2019 have approved the re-appointment of Mrs. Akshada Nevatia as ExecutiveDirectors of the Company w.e.f. 15th January 2020 for a further period of 3 (three)consecutive years.

The members of the Company at its 60th Annual General Meeting held on 13th August 2018have approved the reappointment of Mr. V. K. Bhartia Mr. Pradeep Goyal and Mr. B. K.Patodia as Independent Directors of the Company w.e.f. 14th August 2019 for a secondterm of 5 (five) consecutive years.

The Company is falling in top 1000 Companies on the basis of market capitalization listof National Stock Exchange of India Limited as on 31st March 2020. According to theRegulation 17(1)(a) of Listing Regulations the Company is required to appoint a WomanIndependent Director on the Board. The Board has appointed Mrs. Ashlesha Bodas asAdditional Director w.e.f. 26th June 2020. Further the Board has appointed her asIndependent Director w.e.f. 26th June 2020 for five consecutive years. The appointmentwas made based on the recommendation of the Nomination and Remuneration Committee. Theappointment is subject to the approval of shareholders in the ensuing Annual GeneralMeeting of the Company.

The Board has appointed Mr. Suramya Nevatia Chief Executive Officer (KMP) asAdditional Director w.e.f. 17th August 2020 Further the Board has appointed him as‘Joint Managing Director and Chief Executive Officer (KMP)' w.e.f. 17th August 2020for three consecutive years. The appointment was made based on the recommendation of theNomination and Remuneration Committee. The appointment is subject to the approval ofshareholders in the ensuing Annual General Meeting of the Company.

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. TheIndependent Directors have also confirmed that they have complied with the Company's Codeof Conduct. There has been no change in the circumstances affecting their status asIndependent Directors of the Company. Further they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence and that they are independent of the management.

In the opinion of the Board the Independent Directors fulfill the conditions ofindependence specified in the Companies Act 2013 and the Listing Regulations. All theIndependence Directors have complied with the code for Independent Directors prescribed inSchedule 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. 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 Secretary& Compliance Officer are the Key Managerial Personnel of the Company.

BOARD MEETINGS

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.

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 confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

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 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;

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and 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 theAudit Committee or the Board under Section 143(12) of the Companies Act 2013 and Rulesframed thereunder.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations 2015 the Board has carried out an annual performance evaluation of its own performance thechairperson 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 by the Board after seeking inputs from allthe directors on the basis of criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the Committee members onthe basis of criteria such as the composition of committees effectiveness of committeemeetings etc.

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

The performance of individual directors is evaluated on the basis of criteria such asthe contribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

The Board of Directors expressed their satisfaction with the evaluation process. Theevaluation 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 above 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.

The Independent Directors met separately on 8th August 2019 and 6th February 2020 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 2019-20 the Company has not given any loans guaranteesmade investments and provided securities as per the provisions of Section 186 of theCompanies Act 2013. The members in its 61st Annual General Meeting have passed thespecial resolution as per the provisions of Section 185 of the Companies Act 2013 to giveGuarantee to Force Motion Technology LLP up to Rs 2.00 crore.

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 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. www.hirect.com. The said policy has beenamended in line with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

VIGIL MECHANISM /WHISTLEBLOWER POLICY

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 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 prospective not the mere of various diverse traitsthat will benefit the organization. The Company believes that 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 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 available on the website of the Company viz. www.hirect.com.

NOMINATION AND REMUNERATION POLICY

The Company has appropriate mix of Executive Non-executive Directors to maintain theindependence of the Board. The policy of the Company on the 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 viz.www.hirect.com. We affirm that the remuneration paid to the Directors is as per the termslaid out in the Nomination and Remuneration Policy of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As per the Companies Act 2013 all Companies having net worth of Rs 500 crores ormore or turnover of Rs 1000 crores 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 profit 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 2019 neither the net worth exceeds Rs 500 crores nor turnover exceeds Rs 1000crores nor net profit exceeding Rs 5 crores. Hence provisions of the 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 Board 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. www.hirect.com.

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

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.

CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY REPORT

As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the integrated Management Discussion and Analysis are attachedwhich forms part of this report.

The Securities and Exchange Board of India under Regulation 34(2)(f) of ListingRegulations 2015 requires companies to prepare and present a Business ResponsibilityReport to its stakeholders in the prescribed format. As on March 31 2020 Hind RectifiersLimited is mentioned on the 917th position at NSE and on the 1007th position at BSE on thebasis of capitalization.

The Business Responsibility Report is attached which forms part of this report.

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 of 5(five) consecutive years at the Annual General Meeting held on 8th September 2017 andM/s Gada 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 13th August 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. Accordingly no resolution is being proposed for ratification of theappointment of statutory auditors at the ensuing Annual General Meeting.

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 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.

COST AUDITOR

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 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 2020-21. 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 62nd Annual General Meeting of theCompany.

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 ofDirectors on the recommendation of the Audit Committee has re-appointed M/s GMJ &Associates a firm of Company Secretaries in Practice to undertake the Secretarial Auditof the Company. The Company had received their written consent that the appointment willbe in accordance with the applicable provisions of the Companies Act 2013 and rulesframed thereunder. The Secretarial Audit Report is annexed as Annexure B (i) and forms anintegral part of this report. The Secretarial Audit Report does not contain anyqualifications reservation or adverse remark 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 annexed as Annexure B (ii) and forms an integral part of this report. The AnnualSecretarial Compliance Report does not contain any qualifications reservation or adverseremark or disclaimer.

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 authorization reportingand recording transactions. The scope of the audit activity is broadly guided by theannual audit plan approved by the top management the 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.

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 financial year 2019-20.

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 development and implementation of risk managementpolicy has been monitored by the Management 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 it 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 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.Having regard to the provisions of the second proviso to Section 136(1) of the Act and asadvised 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 Mr. S.K. Nevatia Mr. SaurabhNevatia Mrs. Akshada Nevatia and Mr. Suramya Nevatia. Only Mr. S. K. Nevatia was inreceipt of remuneration in excess of one crore and two lacs rupees.

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

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 of complaints received during the year - NIL

(c) Number of complaints disposed off 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 date of this report. There has beenno change in the nature of business of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure A which forms anintegral part of this Report and is also available on the Company's website 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') allunpaid or 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 Demat account of the IEPF Authority. During the year the Company has transferredthe unclaimed and unpaid dividends of Rs 366432. Further 17048 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 EARNING AND OUTGO

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.

SAFETY ENVIRONMENTAL CONTROL AND PROTECTION

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.

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 COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

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 S. K. Nevatia
Date : 17th August 2020 Chairman and Managing Director

.