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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 29th Board’s Report ofyour Company together with the Audited Statement of Accounts and the Auditors’ Reportof your company for the financial year ended 31st March 2018.

FINANCIAL HIGHLIGHTS
Standalone (Rs. In Crores)
Particulars F.Y. 2017-18 F.Y. 2016-17
Total Income 355.84 322.43
Profit Before Interest and Depreciation 9.97 8.65
Finance Charges 7.16 5.85
Depreciation & Amortization Expenses 1.59 1.53
Profit Before Tax 1.22 1.27
Tax Expense 0.82 0.47
Net Profit After Tax 0.40 0.79
Surplus carried to Reserve and Surplus 0.40 0.79

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 foresees toughcompetition in selling of cars in future.

ADOPTION OF IND AS

The Company has adopted Indian Accounting Standards (Ind AS) from 01st April 2017 withthe transition date of 01st April 2016 and accordingly Annual Financial Statements forthe year ended 31st March 2018 have been prepared in accordance with the AccountingStandards as notified under Section 133 of the

Companies Act 2013. Figures for the year ended 31st March 2017 have been restated asper Ind AS to make them comparable with the figures for the year ended 31st March 2018.

CHANGE IN NATURE OF BUSINESS

There has been no change in the business activities of the Company during the yearunder report. The Company was carrying on the insurance of vehicles being sold as an agentof Motor Insurance Companies and object clause of Memorandum of Association was amendedaccordingly as per guidelines issued by on Insurance Regulatory and Development Authorityof India IRDA on 31st August 2017.

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. 0.40 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.

During the Financial Year 2017-18 the Company held 13 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.

10.05.2017 30.05.2017 31.05.2017 19.06.2017 14.08.2017 31.08.2017 19.09.2017
14.10.2017 14.11.2017 12.12.2017 14.02.2018 22.03.2018 30.03.2018

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.The Notes on financial statements are self-explanatory and needs no further explanation.Further the Auditors’ Report for the financial year ended 31st March 2017 isannexed herewith 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 TheInformation 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 Jasleen Kaur Company Secretary resigned 31.08.2017
2 Sandeep Rana CFO resigned 31.05.2017

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 also reviewed theperformance of the Secretarial Department. SECRETARIAL STANDARDS The Directors state thatthe Company has complied with both the applicable Secretarial Standards i.e. SS- 1 andSS-2 relating to ‘Meetings of the Board of Directors’ and ‘GeneralMeetings’ 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 areas 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. The Board ofDirectors of the Company hereby confirms that all the Independent directors duly appointedby the Company have given the declaration and they meet the criteria of independence asprovided under section 149(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 two Non-executive Directors and one executive Director and Chairmanof the committee is Independent and Non executive Director. The table sets out thecomposition of the Committee as on 31.03.2018

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
Rahulinder Singh Sidhu Member Promoter/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 the remuneration for theDirectors 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

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company. Remuneration to Non-Executive Directors: TheNon-Executive Directors have not been paid any Sitting Fees during the year.

AUDIT COMMITTEE

Audit Committee was reconstituted during the year and according to Section 177 of theCompanies Act 2013 the companys Audit Committee comprised of twoNon-executive Directors and one executive Director and Chairman of the committee isIndependent and Non-executive Director. The Board has accepted the recommendations of theAudit Committee. The table sets out the composition of the Committee as on 31.03.2018

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
Rahulinder Singh Sidhu Member Promoter/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 financial year ended 31st March2018 is annexed herewith for your kind perusal and information.

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 securities duringthe year under review.

b. Sweat Equity-The Company has not issued any Sweat Equity Shares during the yearunder review.

c. Bonus Shares-No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan-The Company has not provided any Stock Option Scheme tothe 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 HarassmentPolicy`. This Anti-Sexual Harassment policy of the Company is in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. All employees (permanent contractual temporary and trainees)are covered under this policy. The company has complied with provisions relating to theconstitution of Internal Complaints Committee and an Internal Complaints Committee (ICC)is in place to redress complaints received regarding sexual harassment. The following is asummary of sexual harassment complaints received and disposed off during the year - No.of complaints received: 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 CHAIRMAN NEHA SIDHU
WHOLE-TIME DIRECTOR
DATE : 30TH MAY 2018 AND MANAGING DIRECTOR DIN : 00460875
PLACE:CHANDIGARH DIN : 00447452