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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 31st 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 2020.

FINANCIAL HIGHLIGHTS

Standalone (Rs. in Crores)
Particulars F.Y. 2019-20 F.Y. 2018-19
Total Income 277.73 370.99
Profit Before Interest and Depreciation 8.29 11.15
Finance Charges 7.38 8.08
Depreciation & Amortization Expenses 1.73 1.78
Profit/Loss (-) Before Exceptional Item and Tax -0.82 1.29
Exceptional Item -0.12 0.51
Profit/Loss (-) Before Tax -0.94 1.80
Tax Expense -0.56 0.34
Net Profit/Loss (-) After Tax -0.38 1.45
Surplus carried to Reserve and Surplus -0.38 1.45

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 as well as fall in salesdue to Economic slow down.

ADOPTION OF IND AS

The Company has adopted Indian Accounting Standards (Ind AS) and Annual FinancialStatements for the year ended 31st March 2020 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 has not recommended any dividend this year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry loss of Rs. 0.38 Crores to itsreserves and surplus 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 17 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 -

03.04.2019 03.05.2019 30.05.2019 27.06.2019 01.07.2019 14.08.2019
23.08.2019 26.09.2019 14.11.2019 01.12.2019 18.12.2019 02.01.2020
14.01.2020 25.01.2020 30.01.2020 14.02.2020 20.03.2020

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 of the Companyas required under section 139(2) of the Companies Act 2013 which is to be ratified by themembers at ensuing Annual General Meeting. There are no qualifications or adverse remarksin the Auditors' Report which require any clarification/ explanation. The Notes onfinancial statements are self-explanatory and needs no further explanation. Further theAuditors' Report for the financial year ended on 31st March 2020 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

Name Designation Changes Date of Cessation
1 Rajbit Kaur Independent Director Expired 13.06.2019
2 Kuldeep Kaur Gill Independent Director appointed 01.12.2019

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 V Part 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. Rupinder Kaur was re-appointed as independent director by shareholders on 30thSeptember 2019 as per Section 149(10) of the Companies Act 2013 for second term of 5consecutive years on the Board of the Company. The appointment of Mr. Gagandeep Singh asIndependent Director was also approved by shareholders on 30th September 2019. Smt.Kuldeep Kaur Gill was appointed as independent director by the Board on 01.12.2019. TheBoard of Directors of the Company hereby confirms that all the Independent directors 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 Independent Directors and Chairman of thecommittee is Independent and Non executive Director. The table sets out the composition ofthe Committee as on 31.03.2020 -

Name of the Director Position held in the Committee Category of the Director
Gagandeep Singh Chairman Independent/ Non Executive
Rupinder Kaur Member Independent/ Non Executive
Kuldeep Kaur Gill 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 of Nomination and Remuneration Committee

The terms of reference of Nomination and Remuneration Committee are all the matters asprovided under Section 178 of The Companies Act 2013 and the rules made there under andthe provisions contained in SEBI (LODR) Regulations 2015 as amended from time to time.

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 :

The Non 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 company's Audit Committee comprised of three Non-executiveIndependent Directors and Chairman of the committee is Independent and Non executiveDirector. The Board has accepted the recommendations of the Audit Committee. The tablesets out the composition of the Committee as on 31.03.2020 -

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

The terms of reference of the audit committee are all the matters as provided underSection 177 (4) of The Companies Act 2013 and the rules made there under and theprovisions contained in SEBI (LODR) Regulations 2015 as amended from time to time.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee was reconstituted during the year and according toSection 178 of the Companies Act 2013 which comprised of three Non-executive IndependentDirectors and Chairman of the committee is Independent and Non executive Director. Thetable sets out the composition of the Committee as on 31.03.2020 -

Name of the Director Position held in the Committee Category of the Director
Gagandeep Singh Chairman Independent/ Non Executive
Rupinder Kaur Member Independent/ Non Executive
Kuldeep Kaur Gill 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 Equity Shares during theyear under 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 OptionScheme 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

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.

ACKNOWLEDGMENT

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.

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