TO THE MEMBERS OF
HIRA AUTOMOBILES LIMITED
Your Directors have pleasure in presenting the 28th Board's Report of your Companytogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the financial year ended 31st March 2017.
| ||Standalone ||(Rs in Lacs) |
|Particulars ||F.Y. 2016-17 ||F.Y. 2015-16 |
|Gross Income ||32144.64 ||31050.99 |
|Profit Before Interest and Depreciation ||841.79 ||796.37 |
|Finance Charges ||570.75 ||560.48 |
|Depreciation & Amortization Expenses ||157.13 ||135.82 |
|Profit Before Tax ||113.91 ||100.07 |
|Provision for Tax ||42.01 ||39.65 |
|Net Profit After Tax ||71.90 ||60.42 |
|Prior Period Tax Expenses ||4.01 ||4.11 |
|Surplus carried to Reserve ||67.89 ||56.31 |
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.
CHANGE IN NATURE OF BUSINESS
There has been no change in the business activities of the Company during the yearunder report.
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. 67.89 lacs to its reserves andsurplus account.
CHANGES IN SHARE CAPITAL
There has been no change in Share Capital of the Company during the Financial Year2016-17.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The Company does not have any Subsidiary Joint venture or Associate Company.
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 2016-17 the Company held 11 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.
|11.05.2016 ||30.05.2016 ||16.06-2016 ||1.08-2016 ||12.08-2016 ||14-09-2016 |
|01.10.2016 ||14.11.2016 ||22-12-2016 ||14.02-2017 ||06.03.2017 || |
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 applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;
(b) The directors have 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. Pankaj Chugh & Associates Chartered Accountants Patiala was appointed asStatutory Auditors for a period of three years in the Annual General Meeting held on 30thSeptember 2014. The tenure of present auditors will come to an end at the conclusion ofensuing annual general meeting. The audit committee has proposed and the Board hasrecommended the appointment of Mohan Juneja Co. Chartered Accountants Patiala Punjab asstatutory auditors for a period of 5 years as required under section 139(2) of theCompanies Act 2013 which is to be confirmed and approved by the members.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation. Further the Auditors' Report for the financial yearended 31st March 2017 is annexed 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
The Information pursuant to Section 134(3) (m) pertaining to Conservation of EnergyTechnology Absorption and Foreign Exchange Outgo is provided in annexure herewith.
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 ||Appointment ||01.08.2016 |
|2. ||Isher Singh ||Independent Director ||Expired ||27.02.2017 |
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.
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.
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.
Report on Corporate Governance along with the Certificate of M/s. Pankaj Chugh &Associates 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. 1259200/- ||Rs. 840000.00/- |
|Bonus ||0.00 ||0.00 |
|Stock Option ||0.00 ||0.00 |
|Pension ||0.00 ||0.00 |
A) Performance linked incentives- Nil
b) Service contracts notice period servant fees- Nil
c) 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 Companies Act 2013 fora term of 5 consecutive years on the Board of the Company. The Board of Directors of theCompany hereby confirms that all the Independent directors duly appointed by the Companyhave given the declaration and they meet the criteria of independence as provided undersection 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 31.03.2017
|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 ||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 Reference of 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 toattract retain and motivate Directors of the quality required to run the Companysuccessfully;
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 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:
The Non Executive Directors have not been paid any Sitting Fees during the year.
Audit Committee was reconstituted during the year and according to Section 177 of theCompanies Act 2013 the company's Audit Committee comprised of two Non-executive Directorsand one executive Director and Chairman of the committee is Independent and Non executiveDirector. The Board has accepted the recommendations of
the Audit Committee. The table sets out the composition of the Committee as on31.03.2017
|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 March2017 is annexed herewith for your kind perusal and information.
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 Mehanism 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.
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. EmployeesStock Option
Plan-The Company has not provided any Stock 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 the UnclaimedSuspense Account at the end of the year=nil
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 separately.
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.An Internal Complaints Committee (ICC) is in place to redress complaints receivedregarding sexual harassment. The following is a summary of sexual harassment complaintsreceived and disposed off during the year - No. of complaints received: Nil -No. ofcomplaints disposed off: NA
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 |
| || ||Hira Automobiles Limited |
| ||Rahulinder Singh Sidhu ||Neha Sidhu |
| ||Chairman And Managing Director ||Whole-time Director |
|Date : 30th May 2017 ||DIN : 00447452 ||DIN : 00460875 |
|Place: Chandigarh || || |