Hira Automobile Ltd
Directors Reports
TO,
THE MEMBERS OF
HIRA AUTOMOBILES LIMITED
Your Directors have pleasure in presenting the 33rd Board's Report of your
Company together with the Audited Statement of Accounts and the Auditors' Report of your
company for the financial year ended 31st March, 2022.
FINANCIAL HIGHLIGHTS
Standalone |
(Rs. in Lakhs) |
(Rs. in Lakhs) |
Particulars |
F.Y. 2021-22 |
F.Y. 2020-21 |
Total Income |
22472.45 |
20443.91 |
Profit Before Interest and Depreciation |
1002.21 |
876.69 |
Finance Charges |
792.32 |
698.47 |
Depreciation & Amortization Expenses |
138.90 |
143.06 |
Profit/Loss (-) Before Exceptional Item, Prior Period adjustments and Tax |
70.99 |
35.55 |
Exceptional Item |
0.00 |
0.00 |
Prior period adjustment |
0.00 |
0.39 |
Profit/Loss (-) Before Tax |
70.99 |
35.16 |
Tax Expense |
9.45 |
6.38 |
Net Profit/Loss (-) After Tax |
61.54 |
28.78 |
Surplus carried to Reserve and Surplus |
61.54 |
28.78 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
The Company is an authorized dealer of Maruti Suzuki India Limited and is engaged in
selling and providing after sale services of all its Brands. The Company is also carrying
on the insurance of vehicles being sold as an agent of Motor Insurance Companies. The
Company foresees tough competition in selling of cars in future as well as present in
sales due to economic slow down.
ADOPTION OF Ind AS
The Company has adopted Indian Accounting Standards (Ind AS) and Annual Financial
Statements for the current financial year have been prepared in accordance with the Indian
Accounting Standards ("Ind AS ") as prescribed under the Companies (Indian
Accounting Standards) Rules as amended from time to time notified under Section 133 of the
Companies Act, 2013.
CHANGE IN NATURE OF BUSINESS
There has been no change in the business activities of the Company during the year
under 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 profit of Rs. 61.54 Lakhs to its
reserves and surplus account.
CHANGES IN SHARE CAPITAL
There is no change in authorized, issued and paid up share capital of the Company
during the year under report.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or Associate Company and the
provisions regarding disclosure of names of companies which ceased to be the subsidiary,
joint venture or associate companies are not applicable.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no 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 Company
occurred between the period from the end of the financial year to which these financial
statements relate and on the date of this report.
ANNUALRETURN
As required under sub-section (3) of section 92 of the Companies Act, 2013 as amended,
copy of the annual return will be placed on website of Company www.hiraautomobiles.com
under the heading investors under link- http://www.hiraautomobiles.com/forms.php after
filing with ROC/MCA.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year, the Company held 11 meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The
provisions of Companies Act, 2013 and listing agreement were adhered to while considering
the time gap between two meetings -
31.05.2021 |
30.06.2021 |
22.07.2021 |
14.08.2021 |
16.10.2021 |
13.11.2021 |
03.12.2021 |
04.12.2021 |
14.02.2022 |
16.03.2022 |
28.03.2022 |
|
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that -
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period ;
? The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(c) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
RE-APPOINTMENT OF AUDITORS AND REPORT THEREON
The present term of M/s. Mohan Juneja & Co., Chartered Accountants, Patiala, Punjab
has been completed and it is proposed to re- appoint them as statutory auditors for a
second term of 5 years from FY 2022-23 to FY 2026-27 to hold office from the conclusion of
33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of the
Company as required under section 139(2) of the Companies Act, 2013 There are no
qualifications or adverse 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 on 31st March,
2022 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 of
the Companies Act, 2013 for third party during the year under review and hence the said
provision is not applicable.
RELATED PARTY TRANSACTIONS
The Company has entered into various Related Parties Transactions as defined under
Section 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 the
related parties are attached herewith in Form No. AOC-2 for your kind perusal and
information.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO
The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy,
Technology 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 the
insurance policies are renewed well in time.
DIRECTORS AND KMP
During the current financial year no changes have occurred in the constitution of Board
of Directors and KMP of the company. However, following changes have occurred in the
constitution of Board of Directors of the Company after the close of current Financial
Year up to the date of this report-
S.No. NAME |
DESIGNATION |
NATURE OF CHANGE |
DATE |
1. Mr. Gagandeep Singh Brar |
Independent Director |
Resigned |
01-08-2022 |
2. Mrs. Kuldeep Kaur Gill |
Independent Director |
Resigned |
01-08-2022 |
3. Mr. Ravinder Singh Turna |
Independent Director |
Appointed |
01-08-2022 |
4. Mr. Harmandeep Singh |
Independent Director |
Appointed |
01-08-2022 |
DEPOSITS
The company has not accepted or renewed any deposits during the year and there are no
unclaimed or unpaid deposits at the end of the financial year except from Directors.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee.
PARTICULAR OF EMPLOYEES
The information required pursuant to Section 134(3) and Section 197(12) read with Rule
5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company and Directors is attached herewith. Further,
information required under Rule 5 (2) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is nil as no employee of the Company is in receipt of
remuneration as stated therein.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration Committee. A
separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non Independent Directors was carried out by the Independent Directors who also
reviewed the performance of the Secretarial Department.
SECRETARIAL STANDARDS
The Directors state that the Company has complied with both the applicable Secretarial
Standards 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 confirming
compliance of conditions of Corporate Governance as stipulated in the SEBI (LODR)
Regulations, 2015 with the Sto 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. 13,56,500/- |
Rs. 9,87,667/- |
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. Kuldip Kaur Gill and Mr. Gagandeep Singh, Independent Directors have resigned on
01-08-2022 and the Board has appointed Mr. Ravinder Singh Turna and Mr. Harmandeep Singh
as Independent Directors on the same date. Now there are three Independent Directors
namely Smt. Rupinder Kaur Gill, Mr. Ravinder Singh Turna, Mr. Harmandeep Singh. The Board
of Directors of the Company hereby confirms that all the Independent directors have given
the declaration and they meet the criteria of Independent as provided under Section 149(6)
of Companies Act, 2013.
RECONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee was reconstituted ON 01-08-2022 after the close
of current financial year and as per the Section 178(1) of the Companies Act, 2013 the
Company's Nomination and Remuneration Committee comprises of three Non-executive
Independent Directors and Chairman of the committee is Independent and Non-Executive
Director. The table sets out the composition of the Committee as on the date of this
report
Name of the Director |
Position held in the Committee |
Category |
Rupinder Kaur |
Chairman |
Independent/ Non Executive |
Harmandeep Singh |
Member |
Independent/ Non Executive |
Ravinder Singh Turna |
Member |
Independent/ Non Executive |
The date of meetings of committee and attendance of members is given in report on
corporate 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 as
provided under Section 178 of the Companies Act, 2013 and the rules made there under and
the 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 and
Remuneration Committee and approved by Board in Board meeting, subject to the subsequent
approval of the shareholders at the General Meeting and such other authorities, as may be
required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well 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.
RECONSTITUION OF AUDIT COMMITTEE
Audit Committee was reconstituted on 01-08-2022 after the close of current financial
year and according to Section 177 of the Companies Act, 2013 the company's Audit Committee
comprised of three Non-Executive Independent Directors and Chairman of the
committee is Independent and Non-Executive Director. The Board has accepted the
recommendations of the Audit Committee. The table sets out the composition of the
Committee as on the date of this report-
Name of the Director |
Position held in the Committee |
Category |
Rupinder Kaur |
Member |
Independent/ Non Executive |
Harmandeep Singh |
Chairman |
Independent/ Non Executive |
Ravinder Singh Turna |
Member |
Independent/ Non Executive |
The date of meetings of committee and attendance of members is given in report on
corporate 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 under
Section 177 (4) of The Companies Act, 2013 and the rules made there under and the
provisions contained in SEBI (LODR) Regulations, 2015 as amended from time to time.
RECONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
Stakeholders Relationship Committee was reconstituted ON 01-08-2022 after the close of
current financial year and accordingl to Section 178 of the Companies Act, 2013 which
comprised of three Non-Executive Independent Directors and Chairman of the committee is
Independent and Non Executive Director. The table sets out the composition of the
Committee as on the date of report-
Name of the Director |
Position held in the Committee |
Category |
Rupinder Kaur |
Member |
Independent/ Non Executive |
Harmandeep Singh |
Member |
Independent/ Non Executive |
Ravinder Singh Turna |
Chairman |
Independent/ Non Executive |
The date of meetings of committee and attendance of members is given in report on
corporate governance attached with the report.
SECRETARIAL AUDIT REPORT
There are certain observations in the Secretarial Audit Report which require corrective
actions and the Board has given necessary instructions to take corrective action to the
concerned 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 annexed
herewith for your kind perusal and information.
ANNUAL SECRETARIAL COMPLIANCE REPORT
As required under Regulation 24A of SEBI (LODR) Regulations, 2015, the Company has
appointed Mr. Ravinder Kumar, Company Secretary in Practice to undertake the audit and
certification and to submit the report. The observation made by him was placed before the
Board 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 of
the Listing Agreement, the company has established Vigil Mechanism for directors and
employees to report genuine concerns and made provisions for direct access to the
chairperson of the Audit Committee. Company has formulated the present policy for
establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its
stakeholders, Directors and employees, to freely communicate and address to the Company
their genuine concerns in relation to any illegal or unethical practice being carried out
in the Company.
SHARES
a. Buy Back of Securities - The Company has not bought back any of its securities
during the year under review.
b. Sweat Equity - The Company has not issued any Sweat Equity Shares during the
year 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 Option
Scheme to the employees.
ORDER OF COURT
There is no significant and material order passed by the regulators or courts or
Tribunals 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 and
operations of the Company and such internal financial controls are operating effectively.
The Company has also appointed M/s. Rajbir Singh & Co. Cost and Management Accountant,
Patiala 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 account
lying at the beginning of the year=nil
ii. Number of shareholders who approached issuer for transfer of shares from suspense
account during the year=nil
iii. Number of shareholders to whom shares were transferred from suspense account
during the year=nil
iv. aggregate number of shareholders and the outstanding shares in the suspense account
lying at the end of the year=nil
SHARES IN UNCLAIMED SUSPENSE ACCOUNT
i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account at the beginning of the year=nil
ii. Number of shareholders who approached the issuer for transfer of shares from the
Unclaimed Suspense Account during the year=nil
iii. Number of shareholders to whom shares were transferred from the Unclaimed Suspense
Account during the year=nil
iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account at the end of the year=nil
MATERIAL VARIATIONS
The material variations between the projections and the actual utilization are not
applicable.
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-Sexual
Harassment policy of the Company is in line with the requirements of The Sexual
(permanent, contractual, temporary and trainees) are covered under this policy. The
company has complied with provisions relating to the constitution of Internal Complaints
Committee and an Internal Complaints Committee (ICC) is in place to redress complaints
received regarding sexual harassment. The following is a summary 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 ensure
compliance of all laws applicable to the company.
COST RECORDS
The provisions of Section 148(1) of the Companies Act, 2013 for maintenance of cost
records are not applicable to the Company.
ACKNOWLEDGMENT
Your Directors wish to express their grateful appreciation to the continued
co-operation received from the Banks, Government Authorities, Customers, Vendors and
Shareholders during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.