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Honda India Power Products Ltd.

BSE: 522064 Sector: Engineering
NSE: HONDAPOWER ISIN Code: INE634A01018
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NSE 00:00 | 23 Sep 1184.45 13.00
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OPEN 1160.00
PREVIOUS CLOSE 1173.20
VOLUME 755
52-Week high 1388.10
52-Week low 902.00
P/E 15.91
Mkt Cap.(Rs cr) 1,201
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1160.00
CLOSE 1173.20
VOLUME 755
52-Week high 1388.10
52-Week low 902.00
P/E 15.91
Mkt Cap.(Rs cr) 1,201
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Honda India Power Products Ltd. (HONDAPOWER) - Director Report

Company director report

Your Directors are pleased to present the 35th Annual Report together withAudited Financial Statements of the Company for the year ended March 312020.

1. Financial Highlights

(Rs. in lakhs)

Year Ended

Particulars March 31 2020 March 31 2019
Revenue from operations 84864 81588
Other Income 1576 1766
Profit before depreciation and exceptional items 10814 10794
Depreciation 2208 2113
Profit before exceptional items and tax 8606 8681
Profit before tax 9043 8331
Tax expenses 2391 2916
Profit after tax 6652 5415
Other comprehensive Income (179) (49)
Total comprehensive Income for the year 6473 5366
Balance of profit brought forward 38213 33948
Dividend 1014 913
Tax on Dividend 208 188
Balance carried to Balance sheet 43464 38213

Financial statements for the Financial Year ended 31st March 2020 have beenprepared in accordance with ind As prescribed under section 133 of the companies act 2013and companies (indian accounting standards) rules 2015 and other relevant provisionsthereof.

Results of Operations and the state of Company's affairs

Your company achieved aggregate revenue from operations of 84864 lakh in 2019-20 (asagainst ' 81588 lakh in 2018-19). This marks a growth of 4% over the previous year.

During the year your company performed satisfactorily across all key categories inspite of severe market conditions. Business outlook continues to remain challenging.However your company will persevere in its quest to seek opportunities for growth.

The company's operations were temporarily shut down with effect from March 23 2020 onaccount of nationwide lock down due to outbreak of pandemic coVID-19. With partial openingof lock down the operation resumed on May 12 2020 after obtaining permission as perstate Government Guidelines.

The company has assessed the possible impact of coVID-19 internal and external onliquidity position carrying amount of property plant and Equipment Inventoriesreceivables and other current assets. Based on current economic conditions the companyexpects to recover the carrying amount of these assets. accordingly as on date themanagement doesn't foresee any material impact on its financial statement.

a detailed report on operations titled ‘Management discussion and analysis report'is annexed to the Board's report as Annexure-A and forms part hereof.

Termination of Joint Venture Agreement

The Joint Venture Agreement (the ‘Agreement') dated october 25 1997 (as amended/restated from time to time) entered between honda Motor co. Ltd. Japan and ushaInternational Limited to create and operate the company as a Joint Venture entity hasbeen terminated vide termination Agreement executed on March 312020 effective April012020.

Change of name of the Company

Pursuant to the approval of the Members by way of postal Ballot name of your companywas approved to be changed to honda India power products limited. Fresh certificate ofIncorporation in this regard is awaited from the Ministry of corporate Affairs.

2. Dividend

Your directors recommend a dividend of ' 12.5/- per equity share of ' 10/- each (125%)for the year ended 31st March 2020 (previous year 100%). the total outgo onthis account will be ' 1268 lakh.

3. Transfer of Amounts to Investor Education and Protection Fund

In compliance with section 125 of the companies Act 2013 reminders were sent to themembers requesting them to claim unclaimed dividend for the year 2011-12. some membersclaimed their unclaimed dividends. the payments were made directly to their bank accountswherever the particulars were available under intimation to those entitled. the balanceremaining unclaimed of ' 694251/-was transferred to the Investor education &protection Fund (IEpF) within the stipulated time.

4. Transfer of Shares to the Investor Education and Protection Fund

In terms of provisions of section 124(6) of companies Act 2013 and Investor educationand protection Fund Authority (Accounting Audit transfer and refund) rules 2016 sharesof the company in respect of which dividend entitlements have remained unclaimed forseven consecutive years or more were transferred by the company to Investor education andprotection Fund during the year 2019-20.

In terms of aforementioned provisions /rules individual notices were sent to concernedshareholders providing them an opportunity to claim dividend for the financial year2011-12 onwards. the said notice along with the details of concerned share holders waspublished in the leading newspapers having wide circulation. details were also updated onthe website of the company (www.hondasielpower.com) simultaneously.

No shares are lying with NsDL/cdsL in demat suspense account or unclaimed suspenseaccount as on the date of this report.

5. Environment Protection and Safety

Your company is committed towards protection and preservation of environment and theimprovement of working conditions of its associates. All associates strive to minimizeadverse environmental impact arising out of manufacturing processes products andservices the company provides by controlling emissions effluents and waste generationand supporting environmental protection activities by optimum utilization of resources andadopting means to conserve energy and recycle reuse of natural resources. Your companyhas been achieving continuous improvement in environmental performance by regularlyupgrading the operation standards and environmental management systems to comply withapplicable legal/regulatory and compliance obligations. Awareness is being createdregularly regarding importance of environment protection throughout the organization andwith all stakeholders.

a statement on environmental protection and safety conservation of energy technologyabsorption foreign exchange earnings and outgo is annexed as Annexure - B andforms part of this report.

6. Occupation health and safety

Your company strives to be a ‘Zero Accident company'. it's vision is to improvehealth and safety standards for the people associated with the company and working at allthe levels. Efforts are made to nearly extinguish any activity which may adversely affectthe health and safety in work place or adversely impact the life of communities livingnear our Workplaces. To promote this the company has created occupational safety &Health Management system (osHMs) and formed a safety & health organization in thecompany. Awareness of the osHMs has been created through trainings at all evels and byregular education to all for adopting safety and health measures at work place and intheir life with the vision "every one is precious".

7. Extract of Annual Return

Pursuant to section 92 (3) of the companies Act 2013 (‘the Act') and rule 12 (1)of the companies (Management and Administration) Rules 2014 extract of Annual Return isAnnexed as Annexure-C and forms part of this report. the same is available onwebsite of the company www.hondasielpower.com in ‘investors' section.

8. Details of Board Meetings

During the year five Board meetings were held. in case of urgent business resolutionswere passed by circulation. compliance reports of all laws applicable to the company werereviewed by the Board at each meeting.

The Board has been given presentations/briefed on areas covering operations of thecompany business strategy and risk management practices before approving thequarterly/annual financial results of the company.

The agenda and notes there on were circulated to directors as per the requirement ofrelevant laws in the defined agenda format. All material information was incorporated inthe agenda for facilitating meaningful and focused discussions at the meeting. Where itwas not practicable to attach any document to the agenda i.e. the document which containsprice sensitive information and in respect of which consent of the Board of directors wasobtained for providing the same at a shorter notice of less than 7 days it was placedbefore the meeting with specific reference to this effect in the agenda.

The company secretary recorded minutes of proceedings of each Board and committeemeeting. draft minutes were circulated to Board/Board committee members for theircomments. the minutes were duly entered in the Minutes Book within 30 days from theconclusion of the meeting.

During the year under review Board Meetings were held as per the following details:

Date of the meeting Total No. of Directors on the Board No.of Directors attended the meeting
April 012019 6 6
May 28 2019 6 5
August 072019 6 6
November 06 2019 6 6
January 28 2020 6 6

During the year four resolutions by circulation were passed by the Board of directorson May 02 2019 June 18 2019 August 22 2019 and March 30 2020.

All statutory and other important items/information were placed before the Board forapproval/review.

9. Committees of the Board

The details of composition of the committees of the Board i.e. Audit committee;stakeholders relationship committee; Nomination and remuneration committee; corporatesocial responsibility committee; Board committee on Financial Matters; and risk Managementcommittee brief terms of references thereof and details of meetings held and attended bythe Members during the year are provided in the corporate Governance report forming parthereof.

In view of the changes in constitution of the Board of directors the committees of theBoard were reconstituted on January 28 2020 and April 01 2020 respectively.

10. Managing the Risks of Fraud Corruption and Unethical Business Practices

The company has following policies in place to adhere to ethical standards in order toensure integrity transparency independence and accountability in dealing with allstakeholders:

(a) Vigil Mechanism/Whistle Blower Policy

The company has in place an established and effective Vigil Mechanism/Whistle Blowerpolicy (policy) in the name of Business ethics proposal Line (BEpL). the mechanism underthe policy has been appropriately communicated within the organization as well as with allother stakeholders of the company. the purpose of this policy is to provide a framework topromote responsible whistle blowing by employees. it protects employees and otherstakeholders wishing to raise a concern about serious irregularities unethical behavioractual or suspected fraud within the company.

The chairman of the Audit committee is the ombudsman and direct access has beenprovided to the complainant to contact him through e-mail post and telephone forreporting any matter.

The detailed policy is posted on the company's website athttps://www.hondasielpower.com.

(b) Risk Management Policy

The company has in place the risk management process/policy. the key risk areas aremonitored and assessed periodically prudentially and effectively.

With a view to review the adequacy and effectiveness of policies and managementprocedures and to monitor and assess Business Risks of the company to ensure that the keyrisk areas were well identified and managed as a practice the company during thefinancial year 2019-20 carried out a risk assessment covering all the functions across theorganization. An extensive program of internal Audits process review and Managementreviews further supports the same.

Further in pursuance to section 177(4) (vii) of the companies act 2013 regulation 18(3) and schedule ii part-c of SEBI (Listing obligations and Disclosure requirements)regulations 2015 audit committee/Board reviews and evaluates the internal financialcontrols and risk management system of the company.

risk Management policy of the company may be accessed at company's website at the linkhttps://www.hondasielpower.com.

11. Directors' Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of section 134 of thecompanies Act 2013 your directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31.03.2020 theapplicable accounting standards have been followed and there are no material departures;

(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 and profit and loss of the company as at31.03.2020;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the companies AcL 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

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

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

(g) the company has complied with the secretarial standard-I (Meetings of Board ofdirectors) secretarial standard-ii (General Meeting) issued and amended from time totime by the institute of company secretaries of india.

12. Particulars of loans guarantees or investments made under Section186 of theCompanies Act 2013

Details of the loans given in compliance with the section 186 of the companies Act2013 and other applicable laws/regulations during the financial year ended March 31 2020are given in the Note 5(d) of the notes to the financial statements forming part of Annualreport.

13. Auditors

(i) Statutory Auditors

The company in its 32nd Annual General Meeting held on August 04 2017approved the appointment of M/s. price Waterhouse chartered Accountants LLP (FRN012754N/N500016) as the statutory Auditors of the company for a term of 5 years i.e. fromthe conclusion of 32nd Annual General Meeting till the conclusion of 37thAnnual General Meeting of the company.

The report of the Auditors on the Financial statements of the company is part of theAnnual report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their report.

During the year under review the Auditors had not reported any matter under section143 (12) of the Act therefore no detail is required to be disclosed under section 134(3)(ca) of the Act.

ii) Cost Auditors

in terms of the provisions of section148 of the companies Act 2013 read with thecompanies (cost records and Audit) Amendment rules 2014 the Board of directors of thecompany has on the recommendation of the Audit committee approved the appointment of M/sRakesh singh & co.cost Accountants as cost Auditors of the company for the FinancialYear 2020-21. M/s Rakesh singh & co. have vast experience in the field of cost auditand have conducted the audit of the cost records of the company for the past severalyears. A certificate from M/s rakesh singh & co. has been received to the effect thattheir appointment as cost Auditors of the company if made would be in accordance withthe limits specified under section 141 of the companies Act 2013 and rules framedthereunder.

Their remuneration as mentioned in the Notice convening 35th Annual GeneralMeeting shall be subject to the approval of the Members.

iii) Secretarial Auditor and Secretarial Audit Report

The secretarial Audit was carried out by M/s WA & co. LLp for the financial year2019-20.

The report given by the secretarial Auditors is annexed as Annexure-D and formsan integral part of this Board's report. there has been no qualification reservation oradverse remark or disclaimer in their report.

During the year under review the secretarial Auditors had not reported any matterunder section 143 (12) of the Act therefore no detail is required to be disclosed undersection 134 (3) (ca) of the Act.

in terms of section 204 of the Act read with the companies (Appointment andremuneration of Managerial personnel) rules 2014 the Audit committee recommended and theBoard of directors appointed M/s. TVA & Co. LLP as the secretarial Auditors of thecompany for the financial year ending March 31 2021. the company has received theirwritten consent that the appointment is in accordance with the applicable provisions ofthe Act and rules framed thereunder.

14. Related Party Transactions

in line with the requirements of the companies Act 2013 and Listing Regulations allrelated party transactions are entered into on arm's length basis and in the ordinarycourse of business. Accordingly no transactions are being reported in Form Aoc-2 in termsof section 134 of the companies act 2013 read with rule 8 of the companies (accounts)rules 2014.

Pursuant to SEBI (Listing obligations and Disclosure requirements) regulations (LoDR)2015 and LoDR amendment regulations 2018 prior approval of the audit committee/Board hasbeen obtained for all related party transactions. a report on the transactions specifyingthe nature value and terms and conditions of the same done during the quarter vis- a-visthe approval granted were presented to the Audit Committee on a quarterly basis for itsreview. The transactions which were likely to cross materiality threshold as proscribedwere placed before the Members for their approval.

The related Party Transactions Policy may be accessed at the Company's website athttps://www.hondasielpower.com.

15. Details in respect of adequacy of Internal Control Over Financial Reporting

The Company has put in place the process of internal Control Over Financial reporting(ICOFR) framework commensurate with the size scale and complexity of its operations. Theframework has been designed to provide reasonable assurance with respect to recording andproviding reliable financial and operational information complying with applicable lawssafeguarding assets from unauthorized use and embezzlement executing transactions withproper authorization and ensuring compliance with corporate policies while maintainingappropriate segregation of duties in all the transactions at the recording level.Furthermore this process is reviewed during the year to be in sync with the changingbusiness environment regulatory developments and economic conditions.

The systems standard operating procedures and controls implemented by the Company arereviewed by the Internal Auditors whose findings and recommendations are placed before theAudit Committee. The Management in consultation with the Internal Auditors develop anannual audit plan based on the continuously changing risk profile of the businessactivities. The Internal Audit plan is approved by the Audit Committee which also reviewscompliance to the plan. The Internal Auditors monitor and evaluate the efficacy andadequacy of internal control systems in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company. Based on thereport of internal auditor process owners undertake corrective action(s) in theirrespective area(s) and thereby strengthen the controls. Significant audit observations andcorrective action(s) thereon are presented to the Audit Committee. The Audit Committeereviews the reports submitted by the Internal Auditors in each of its meeting alongwiththe comments by the Management thereon.

The controls based on the prevailing business conditions and processes have beentested during the year and no reportable material weakness in the design or effectivenesswas observed. The frame work on ICOFR has been reviewed by the internal and statutoryauditors.

16. Corporate Social Responsibility initiatives

In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has established CorporateSocial Responsibility (CSR) Committee and statutory disclosures with respect to the CSRCommittee and an Annual Report on CSR Activities forms part of this Report as Annexure-E.

The CSR Policy may be accessed on the Company's website at the linkhttps://www.hondasielpower.com.

17. Criteria for appointment of Directors and remuneration to be paid to Directors KeyManagerial Personnel and other employees

Your Company has put in place policies on ‘Criteria for Appointment of Directors'and ‘Remuneration for Directors KMPs and all other employees of the Company'.

The policies inter-alia stipulates the Directors to be of high integrity with relevantexpertise and experience so as to have a diverse Board. The Policies further lay down thepositive attributes/criteria which the Nomination and Remuneration Committee takes intoconsideration while recommending the candidature for the appointment as Director.

The Policy on ‘Criteria for appointment of Directors' and ‘Remuneration to bepaid to Directors Key Managerial Personnel (KMP) and other employees etc.' may beaccessed on the Company's website at the link https://www.hondasielpower.com.

18. Criteria of Board independence

Based on the assessment of the Nomination and Remuneration Committee and theconfirmation/disclosures received from the Directors as stipulated in Section 149(6) ofthe Companies Act 2013 and on evaluation of the relationships disclosed by the Directorsthe following Non-Executive Directors are Independent:

1) Mr. Manoj Arora

2) Ms. Alka M. Bharucha

3) Mr. Ravi Prakash Mehrotra.

In the opinion of the Board the Independent Directors fulfil the conditions specifiedunder the Companies Act 2013 the Rules made thereunder and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and are independent of the management.

Determination of independence is being re-assessed when any new interests orrelationships are disclosed by a Director.

20. Directors and Key Managerial Personnel (KMP)

i) Cessation of Directors

a) Mr. Yoshifumi lida (DIN 03024621) President CEO and MD of the Company oncompletion of his assignment in the Company has resigned from the Board w.e.f. close ofbusiness hours on January 31 2020.

The Board placed on record its appreciation for the efforts and the valuablecontributions made by Mr. Yoshifumi lida under whose dynamic leadership the Company wasable to achieve significant growth.

b) Mr. Siddharth Shriram (DIN 00027750) was appointed as an Independent Director of theCompany w.e.f. April 012019 for a term of 5 (Five) years. However on account of hispersonal reasons and other commitments he has stepped down from the position of theIndependent Director of the Company and has resigned from his directorship with effectfrom close of business hours on March 31 2020. Subsequent to his cessation Mr. SiddharthShriram has also ceased to be the Chairperson of the Company.

The Board placed on record its deep appreciation for the services rendered and theguidance provided by him during his tenure as Director and chairperson of the Board. Hiscontribution has been immense all through and he has been a pillar of strength for thecompany. his support guidance and personality will surely be missed by the company.

ii) Retirement by Rotation

in accordance with the provisions of the companies Act 2013 and applicable Regulationsissued by the sEBi Mr. Vinay Mittal (Din 05242535) Whole Tme director of the companywill retire by rotation at the forth coming annual General Meeting (‘AGM') and beingeligible offers himself for re-appointment. the Board recommends his re-appointment.

Necessary resolution for the re-appointment of Mr. Mittal and disclosure in terms ofthe secretarial standard II the sEBI (Listing obligations and disclosure requirements)regulations 2015 are given in the Notice convening the Annual General Meeting.

As per the confirmation received from Mr. Mittal he is not disqualified for beingappointed as director as specified in section 164 (2) (a) and (b) of the companies AcL2013.

iii) Appointment of Director

the Board of directors on recommendation of the Nomination and remuneration committeehas recommended appointment of directors as per the following details for approval by theMembers:- appointment of Mr. takahiro ueda as executive director of the company effectiveFebruary 012020.

- appointment of Mr. ravi prakash Mehrotra as an Independent director with effect fromMarch 312020.

Necessary declarations in this regard including confirmation from Mr. Mehrotra that hemeets the criteria of independence prescribed under the act and the listing regulationshas been received from the above directors.

(iv) Revision in remuneration of Whole Time Director

The Board of directors in its Meeting held on april 23 2020 on the recommendation ofNomination and remuneration committee approved revision in remuneration of Mr. VinayMittal Whole time director of the company from 01.04.2020 to 31.03.2021 (both daysinclusive).

Revision in remuneration of Mr. Vinay Mittal from 01.04.2020 to 31.03.2021 (both daysinclusive) as per the details provided in the Notice convening the annual GeneralMeeting is recommended for your approval.

21. Board/ Directors' Evaluation

Pursuant to the applicable provisions of the act and the Listing regulations the Boardhas carried out an annual evaluation of its own performance performance of the directorsand the working of its committees on the evaluation criteria defined by the Nomination andremuneration committee (NRc) for performance evaluation process of the Board itscommittees and directors including Independent directors.

The Board's functioning was evaluated on various aspects including inter-alia thestructure of the Board meetings of the Board functions of the Board degree offulfilment of key responsibilities establishment and delineation of responsibilities tovarious committees effectiveness of Board processes information and functioning. thecommittees of the Board were assessed on the degree of fulfilment of key responsibilitiesadequacy of committee composition and effectiveness of Meetings. the directors wereevaluated on aspects such as attendance contribution at Board/ committee Meetings andguidance/support to the Management outside Board/committee Meetings. the performanceevaluation of independent directors was done by the entire Board of directors excludingIndependent director being evaluated.

The performance assessment of Non-Independent directors Board as a whole and thechairman were evaluated in a separate meeting of Independent directors. the same was alsodiscussed in the meeting of the Board. performance evaluation of Independent directors wasdone by the entire Board excluding the Independent director being evaluated.

The review concluded by affirming that the Board as a whole the committees of theBoard as well as all of its Members individually continued to display commitment to goodgovernance ensuring a constant improvement of processes and procedures. It was furtheracknowledged that every individual Member of the Board and the committee thereofcontribute its best in the overall growth of the organization.

22. Explanations or comments on qualifications reservations or adverse remarks ordisclaimers made by the Auditors in their reports.

There were no qualifications reservations or adverse remarks by the auditors in theirrespective reports.

23. Deposits

The company has not accepted any deposits from the public/members under section 73 ofthe companies AcL 2013 read with companies (acceptance of deposits) rules 2014 during theyear.

24. Buy Back of Securities

The company has not bought back any of its securities during the year under review.

25. Sweat Equity

The company has not issued any sweat equity shares during the year under review.

26. Bonus Shares

No Bonus shares were issued during the year under review.

27. Employees Stock Option Scheme

The company has not provided any stock option scheme during the year under review.

28. Significant and material orders passed by the regulators

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and company'soperations.

29. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the same. The new Companies Act 2013 and SEBi (Listing Obligations andDisclosure Requirements) Regulations 2015 have strengthened the governance regime in thecountry. Your company is in compliance with the governance requirements provided under thenew law and had proactively adopted many provisions of the new law in time. a separatesection on corporate Governance is annexed to this report as Annexure-F.

The Auditors' certificate certifying the company's compliance with the requirements ofcorporate Governance in terms of the Listing regulations is annexed as Annexure-J.and forms part of the Boards' Report.

30. Business Responsibility Report

Pursuant to regulation 34(2)(f) of sEBI (listing obligation and disclosure requirement)regulations 2015 the Board is pleased to present its first Business responsibility reportin line with the National Voluntary Guidelines on Social environmental and Economicresponsibilities of Business (NVGs). Your company adheres to the three aspects ofsustainability i.e. economic environmental and social along with ethics and goodgovernance practices. This report gives a brief on the Business responsibility performanceof the company for the Financial Year 2019-2020 annexed as Annexure- K and formspart hereof.

31. Sexual Harassment of Women at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (preventionprohibition & redressal) Act 2013 (‘SHWW Act') your company has a robustmechanism in place to redress complaints reported under it. An Internal complaintscommittee (icc) has also been set up to redress complaints received on sexual harassment.during the financial year 2019-20 no case of sexual harassment was reported in thecompany. during the course of the year several initiatives were undertaken to demonstratethe company's zero tolerance philosophy against sexual harassment which included creationof comprehensive and easy to understand training.

32. a. Code of Conduct and Ethics

The Board of the company has adopted code of conduct and ethics for the directors andSenior executives of the company the object of the code is to conduct the company'sbusiness ethically and with responsibility integrity fairness transparency and honesty.The code sets out a broad policy for one's conduct in dealing with the company fellowdirectors and Employees and in the environment in which the company operates. The code isavailable on the company's website www.hondasielpower.com. A declaration signed by cMD andPresident & cEO of the company with regard to the compliance with the code by theMembers of the Board and Senior Executives is annexed as Annexure-H and forms parthereof.

b. Code of Conduct on Insider Trading

The company has instituted a comprehensive code of conduct in compliance with the SEBiregulations on prevention of insider trading. The code lays down guidelines which adviseon procedures to be followed and disclosures to be made while dealing in shares of thecompany and cautions on the consequences of non-compliances.

33. Respecting Human Rights

Aspects of human rights such as child labour forced labour and nondiscrimination arecovered by the code of conduct diversity policy and various other applicable policies.The company promotes respect for human rights by establishing policies and processes tomake sure that its activities does not harm others and that the company conducts businesswith dignity and respect for human rights.

34. Compliance Management

The company has a strong focus on zero non-compliance. An electronic legal compliancemanagement system is used to track compliances with applicable regulations. The system hasprovisions for early warning checks and balances reporting and ecalation. A report oncompliances with the applicable laws/rules/regulations is submitted to the Board on aquarterly basis.

35. Particulars of Employees

particulars of employees and the ratio of the remuneration of each director to themedian employee's remuneration and other details in terms of Section 197 of the companiesAct 2013 read with rule 5 (1) of the companies (Appointment and remuneration ofManagerial Personnel) rules 2014 are annexed as Annexure-L hereof. Particulars ofemployees under Section 197 (12) read with rule 5 (2) of the companies (Appointment andremuneration of Managerial Personnel) rules 2014 forms part of this report. However interms of Section 136 (1) of the companies Act 2013 the report and Accounts are beingsent to the members and others entitled thereto excluding this statement. The details areavailable for inspection by the Members at the registered Office of the company duringworking hours on working days for a period of 21 days before the ensuing Annual GeneralMeeting. However a copy of the Statement shall be made available to any member on demand.

36. Material changes and commitments affecting the financial position of the Companyafter 31st March 2020

There were no material changes and commitments affecting the financial position of thecompany after 31st March 2020.

Acknowledgements

Your directors wish to thank and acknowledge with gratitude the co-operationassistance and support received from the central Government State Governments of UttarPradesh and all other States where the company has its presence company's BankersShareholders dealers Vendors Promoter of the company and other Business Associates inthe management of affairs of the company.

The directors also wish to place on record their sincere appreciation and gratitudetowards the contribution made by each and every associate of the company.

On behalf of the Board

For Honda Siel Power Products Limited

Sd/-

Takahiro Ueda CMD and President & CEO.

.