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Hira Automobile Ltd.

BSE: 531743 Sector: Others
NSE: N.A. ISIN Code: INE258Z01013
BSE 05:30 | 01 Jan Hira Automobile Ltd
NSE 05:30 | 01 Jan Hira Automobile Ltd

Hira Automobile Ltd. (HIRAAUTOMOBILE) - Director Report

Company director report

TO

THE MEMBERS OF HIRA AUTOMOBILES LIMITED

Your Directors have pleasure in presenting the 30th Board's Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the financial year ended 31st March 2019.

FINANCIAL HIGHLIGHTS

Standalone (Rs. In Crores)
Particulars F.Y. 2018-19 F.Y. 2017-18
Total Income 370.99 355.84
Profit Before Interest and Depreciation 11.15 9.97
Finance Charges 8.08 7.16
Depreciation & Amortization Expenses 1.78 1.59
Profit Before Tax 1.29 1.22
Tax Expense 0.34 0.82
Net Profit After Tax 1.45 0.40
Surplus carried to Reserve and Surplus 1.45 0.40

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The Company is an authorized dealer of Maruti Suzuki India Limited and is engaged inselling and providing after sale services of all its Brands. The Company is also carryingon the insurance of vehicles being sold as an agent of Motor Insurance Companies. TheCompany foresees tough competition in selling of cars in future.

The Company has adopted Indian Accounting Standards (Ind AS) and Annual FinancialStatements for the year ended 31st March 2019 have been prepared in accordancewith the Indian Accounting Standards (“IND AS “) as prescribed under theCompanies (Indian Accounting Standards) Rules as amended from time to time notified underSection 133 of the Companies Act 2013 and .

CHANGE IN NATURE OF BUSINESS

There has been no change in the business activities of the Company during the yearunder report.

DIVIDEND

The Board of Directors with the view to conserve the resources of company has notrecommended any dividend this year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry Rs. 1.45 crores to its reserves andsurplus account.

CHANGES IN SHARE CAPITAL

There is no change in authorized issued and paid up share capital of the Companyduring the year under report.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary Joint venture or Associate Company and theprovisions regarding disclosure of names of companies which ceased to be the subsidiaryjoint venture or associate companies are not applicable.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year and there is no unclaimed dividend.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyoccurred between the period from the end of the financial year to which these financialstatements relate and on the date of this report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2017-18 the Company held 15 Board meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 and listing agreement were adhered to while consideringthe time gap between two meetings.

14.05.2018 30.05.2018 14.06.2018 14.08.2018 28.08.2018
03.09.2018 05.10.2018 14.11.2018 27.12.2018 30.12.2018
02.01.2019 14.02.2019 02.03.2019 18.03.2019 20.03.2019

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND REPORT THEREON

M/s. Mohan Juneja & Co. Chartered Accountants Patiala Punjab was appointed asstatutory auditors for a period of 5 years to hold office from the conclusion of 28thAnnual General Meeting till the conclusion of 33rd Annual General Meeting ofthe Company as required under section 139(2) of the Companies Act 2013 which is to beratified by the members at ensuing Annual General Meeting. There are no qualifications oradverse remarks in the Auditors ' Report which require any clarification/ explanation. TheNotes on financial statements are self-explanatory and needs no further explanation.Further the Auditors' Report for the financial year ended on 31st March 2019 is annexedherewith for your kind perusal and information.

LOANS GUARANTEES AND INVESTMENTS

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 for third party during the year under review and hence the saidprovision is not applicable.

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined underSection 188 of the Companies Act 2013 with related parties as defined under Section 2(76) of the said Act. Further all the necessary details of transaction entered with therelated parties are attached herewith in Form No.AOC-2 for your kind perusal andinformation.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The Information pursuant to Section 134(3) (m) pertaining to Conservation of EnergyTechnology Absorption and Foreign Exchange Outgo is provided in annexure herewith.

RISK MANAGEMENT

The Company has insurance policy for all the assets of the Company and all theinsurance policies are renewed well in advance.

DIRECTORS AND KMP

During the current financial year the following changes have occurred in theconstitution of Board of Directors and KMP of the company

S.No. Name Designation Changes Date of cessation
1 Sukhdeep Kaur Company Secretary appointed 03.09.2018
2 Gagandeep Singh Independent Director appointed 30.12.2018
3 Rajan Kaushal CFO appointed 20.03.2019

DEPOSITS

The company has not accepted or renewed any deposits during the year and there are nounclaimed or unpaid deposits at the end of the financial year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.

PARTICULAR OF EMPLOYEES

The information required pursuant to Section 134(3) and Section 197(12) read with Rule5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company and Directors is attached herewith. Furtherinformation required under Rule 5 (2) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is nil as no employee of the Company is in receipt ofremuneration as stated therein.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committee. Aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department.

SECRETARIAL STANDARDS

The Directors state that the Company has complied with both the applicable SecretarialStandards i.e. SS- 1 and SS-2 relating to ‘Meetings of the Board of Directors' and‘General Meetings' respectively.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of M/s. Mohan Juneja &Co. Chartered Accountants Patiala Statutory Auditors of the Company confirmingcompliance of conditions of Corporate Governance as stipulated in the Listing Agreementwith the Stock Exchanges forms part of the Board Report. The information under Schedule VPart II Section II point IV is as under

a) The remuneration package of the directors are as follows:

Name of Director Rahulinder Singh Sidhu Neha Sidhu
Salary Rs. 1260000.00 Rs. 840000.00
Bonus 0.00 0.00
Stock Options 0.00 0.00
Pension 0.00 0.00

b) Performance linked incentives- Nil Service contracts notice period servant fees-Nil Stock option details- Nil

INDEPENDENT DIRECTORS AND DECLARATION

Smt. Rajbir Kaur and Smt.Rupinder Kaur were appointed as independent directors byshareholders on 30th September 2014 as per Section 149(10) of the CompaniesAct 2013 for a term of 5 consecutive years on the Board of the Company. It is proposed toreappoint them for a second term of 5 years. Further Mr. Gagandeep Singh was appointed asIndependent Director by the Board on 30.12.2018. The Board of Directors of the Companyhereby confirms that all the Independent directors duly appointed by the Company havegiven the declaration and they meet the criteria of independence as provided under section149(6) of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee was reconstituted during the year and as per thesection 178(1) of the Companies Act 2013 the Company's Nomination and RemunerationCommittee comprises of three Non-executive Directors and Chairman of the committee isIndependent and Non executive Director. The table sets out the composition of theCommittee as on 31.03.2019

Name of the Director Position held in the Committee Category of the Director
Rajbir Kaur Chairman Independent/ Non Executive
Rupinder Kaur Member Independent/ Non Executive
Gagandeep Singh Member Independent/ Non Executive

The date of meetings of committee and attendance of members is given in report oncorporate governance attached with the report. Terms of Reference The Terms of Referenceof the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director'sperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:

a. the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c. remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.

8. Any other work and policy related and incidental to the objectives of the committeeas per provisions of the Act and rules made there under. REMUNERATION POLICY Remunerationto Executive Directors: The remuneration paid to Executive Directors is recommended by theNomination and Remuneration Committee and approved by Board in Board meeting subject tothe subsequent approval of the shareholders at the General Meeting and such otherauthorities as may be required. The remuneration is decided after considering variousfactors such as qualification experience performance responsibilities shoulderedindustry standards as well as financial position of the Company. Remuneration to NonExecutive Directors: The Non Executive Directors have not been paid any Sitting Feesduring the year.

AUDIT COMMITTEE

Audit Committee was reconstituted during the year and according to Section 177 of theCompanies Act 2013 the company's Audit Committee comprised of three Non-executiveDirectors and Chairman of the committee is Independent and Non executive Director. TheBoard has accepted the recommendations of the Audit Committee. The table sets out thecomposition of the Committee as on 31.03.2019

Name of the Director Position held in the Committee Category of the Director
Rajbir Kaur Chairman Independent/ Non Executive
Rupinder Kaur Member Independent/ Non Executive
Gagandeep Singh Member Independent/ Non Executive

The date of meetings of committee and attendance of members is given in report oncorporate governance attached with the report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee was reconstituted during the year andaccording to Section 178 of the Companies Act 2013 which comprised of three Non-executiveDirectors and Chairman of the committee is Independent and Non executive Director. Thetable sets out the composition of the Committee as on 31.03.2019

Name of the Director Position held in the Committee Category of the Director
Rajbir Kaur Chairman Independent/ Non Executive
Rupinder Kaur Member Independent/ Non Executive
Gagandeep Singh Member Independent/ Non Executive

The date of meetings of committee and attendance of members is given in report oncorporate governance attached with the report.

SECRETARIAL AUDIT REPORT

There are certain observations in the Secretarial Audit Report which require correctiveactions and the Board has given necessary instructions to take corrective action to theconcerned persons in this regard. Further the Secretarial Audit Report as provided by Mr.Ravinder Kumar Company Secretary in Practice for the current financial year is annexedherewith for your kind perusal and information.

ANNUAL SECRETARIAL COMPLIANCE REPORT

As required under Regulation 24A of SEBI (LODR) Regulations 2015 the Company hasappointed Mr. Ravinder Kumar Company Secretary in Practice to undertake the audit andcertification and to submit the report. The observation made by him was placed before theBoard and suggestive measures were taken.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 ofthe Listing Agreement the company has established Vigil Mechanism for directors andemployees to report genuine concerns and made provisions for direct access to thechairperson of the Audit Committee. Company has formulated the present policy forestablishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Companytheir genuine concerns in relation to any illegal or unethical practice being carried outin the Company.

SHARES a. Buy Back of Securities-The Company has not bought back any of its securitiesduring the year under review. b. Sweat Equity-The Company has not issued any Sweat EquityShares during the year under review. c. Bonus Shares-No Bonus Shares were issued duringthe year under review. d. Employees Stock Option Plan-The Company has not provided anyStock Option Scheme to the employees.

ORDER OF COURT

There is no significant and material order passed by the regulators or courts orTribunals impacting the going concern status and company's operation in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are adequate and are in consonance with the size andoperations of the Company and such internal financial controls are operating effectively.The Company has also appointed M/s. Rajbir Singh & Co.Cost and Management AccountantPatiala as Internal Auditor as required under Section 138 of the Companies Act 2013.

SHARES IN SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares in the suspense accountlying at the beginning of the year=nil

ii. Number of shareholders who approached issuer for transfer of shares from suspenseaccount during the year=nil

iii. Number of shareholders to whom shares were transferred from suspense accountduring the year=nil

iv. aggregate number of shareholders and the outstanding shares in the suspense accountlying at the end of the year=nil

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares lying in the UnclaimedSuspense Account at the beginning of the year=nil

ii. Number of shareholders who approached the issuer for transfer of shares from theUnclaimed Suspense Account during the year=nil

iii. Number of shareholders to whom shares were transferred from the Unclaimed SuspenseAccount during the year=nil

iv. Aggregate number of shareholders and the outstanding shares lying in theUnclaimed Suspense Account at the end of the year=nil

MATERIAL VARIATIONS

The material variations between the projections and the actual utilization are notapplicable:

CODE OF CONDUCT

The Code of Conduct of Hira Automobiles Limited is attached herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is attached herewith.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has in place `Prevention of Sexual Harassment Policy`. This Anti-SexualHarassment policy of the Company is in line with the requirements of The Sexual Harassmentof Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. Allemployees (permanent contractual temporary and trainees) are covered under this policy.The company has complied with provisions relating to the constitution of InternalComplaints Committee and an Internal Complaints Committee (ICC) is in place to redresscomplaints received regarding sexual harassment. The following is a summary of sexualharassment complaints received and disposed off during the year - No. of complaintsreceived: Nil -No. of complaints disposed off: NA.

COMPLIANCES OF ALL LAWS

The Board hereby states that the company has devised proper systems to ensurecompliance of all laws applicable to the company.

COST RECORDS

The provisions of Section 148(1) of the Companies Act 2013 for maintenance of costrecords are not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

For and on behalf of Board of Directors
For HIRA AUTOMOBILES LIMITED
RAHUL INDER SINGH SIDHU NEHA SIDHU
DATE : 30th MAY 2019 CHAIRMAN AND MANAGING DIRECTOR WHOLE-TIME DIRECTOR
PLACE:CHANDIGARH DIN : 00447452 DIN : 00460875

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto. (Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2)of the Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions in ordinary course of businessand at arm's length basis

SN Particulars Details
A Name(s) of the related party and nature of relationship Rahulinder Singh Sidhu
B Nature of contracts/arrangements/transactions working as Managing Director
C Duration of the contracts/arrangements/transactions 5 years
D Salient terms of the contracts or arrangements or transactions including the value if any Rs. 1260000/- paid as remuneration for 2018-19 Rs. 5503710/- paid as interest on unsecured loan and Rs. 49274114/- received as unsecured loan.
E Justification for entering into such contracts or arrangements or transactions NA
F Date of approval by the Board 30.05.2018
G Amount paid as advances if any -
H Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NA

2. Details of contracts or arrangements or transactions in ordinary course of businessand at arm's length basis

SN Particulars Details
A Name(s) of the related party and nature of relationship Neha Sidhu
B Nature of contracts/arrangements/transactions Working as Whole Time Director
C Duration of the contracts/arrangements/transactions 5 years
D Salient terms of the contracts or arrangements or transactions including the value if any Rs. 840000/- paid as remuneration for 2018-19
E Justification for entering into such contracts or arrangements or transactions NA
F Date of approval by the Board 30.05.2018
G Amount paid as advances if any -
H Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NA

 

HIRA AUTOMOBILES LIMITED
RAHUL INDER SINGH SIDHU NEHA SIDHU
DATE : 30TH MAY 2018 CHAIRMAN AND MANAGING WHOLE-TIME DIRECTOR
DIRECTOR DIN : 00460875
PLACE:CHANDIGARH DIN : 00447452

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

(A) Conservation of energy: Steps taken / impact on conservation of energy withspecial reference to the following:

(i) Steps taken by the company for utilizing alternate sources of energy includingwaste generated - NIL

(ii) Capital investment on energy conservation equipment - NIL

(B) Technology absorption:

1. Efforts in brief made towards technology absorption - NIL

2. Benefits derived as a result of the above efforts e.g. product improvement costreduction product development import substitution etc. - NIL

3. In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished:

(a) Details of technology imported. - NIL

(b) Year of import. - NIL

(c) Whether the technology been fully absorbed- NIL

(d) If not fully absorbed areas where absorption has not taken place and the reasonstherefore- NIL.

4. Expenditure incurred on Research and Development : Nil

(C) Foreign exchange earnings and Outgo

Earnings NIL
Outgo NIL

RATIO OF REMUNERATION

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; 4.70
(ii) the percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year; Nil
(iii) the percentage increase in the median remuneration of employees in the financial year; Nil
(iv) the number of permanent employees on the rolls of company; 833
(v) the explanation on the relationship between average increase in remuneration and company performance; NA
(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company; As per individual performance
(vii) variations in the market capitalisation of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the company as at the close of the current financial year and previous financial year; Nil
(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Nil
(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company As per individual performance
(x) the key parameters for any variable component of remuneration availed by the directors; Nil
(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; Nil
(xii) Affirmation that the remuneration is as per the remuneration policy of the company. Yes

DECLARATION

A Code of Conduct for the Directors and Senior Management Personnel has already beenapproved by the Board of Directors of the Company. As stipulated under the provisions ofSEBI (Listing and Disclosure Requirements) Regulations 2015 all the Directors and thedesignated personnel in the Senior Management of the Company have affirmed compliance withthe said code for the financial year ended March 31 2019.

RAHULINDER SINGH SIDHU
MANAGING DIRECTOR
DIN-00447452
DATE: 30.05.2019
PLACE: CHANDIGARH
RAVINDER KUMAR
PRACTISING COMPANY SECRETARY
B.Sc FCS
M 4569 CP- 8444

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