BOARD'S REPORT THE MEMBERS OF HIRA AUTOMOBILES LIMITED Your Directors have pleasure in presenting the 26th 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, 2015. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK The Company is an authorised dealer of Maruti Suzuki India Limited and is engaged in selling and providing after sale services of all its Brands. The Company foresees tough competition in selling of cars in future. CHANGE IN NATURE OF BUSINESS. IF ANY There has been no change in the business activities of the Company during the year under report. DIVIDEND The Board of Directors with the view to conserve the resources of company has not recommending any dividend this year. AMOUNTS TRANSFERRED TO RESERVES The Board of the company has decided to carry Rs. 107.84 lacs to its reserves and surplus account. CHANGES IN SHARE CAPITAL. IF ANY There has been no change in Share Capital of the Company during the Financial Year 2014-15. INFORMATION ABOUT SUBSIDIARY/ JW 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 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 this financial statements 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, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure: 1) 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 have 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; (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. AUDITORS AND REPORT THEREON M/s. Pankaj Chugh & Associates, Chartered Accountants, Patiala was appointed as Statutory Auditors for a period of three years in the Annual General Meeting held on 30th September, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. 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, 31st March, 2015 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 (Annexure: 2). 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. (Annexure- 3) RISK MANAGEMENT The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed well in advance. DEPOSITS The company has not accepted or renewed any deposits during the year and all the deposits accepted earlier under The Companies Act, 1956 has been repaid before the close of financial year and there are no unclaimed 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 with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee. RATIO OF REMUNERATION TO EACH DIRECTOR The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder: (Annexure:4) Further, no employee of the Company was in receipt of the remuneration exceeding the limit prescribed in above said Section and Rules and therefore information on that count is nil. 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. CORPORATE GOVERNANCE Report on Corporate Governance along with the Certificate of M/s. Pankaj Chugh & Associates, Chartered Accountants, Patiala, Statutory Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report. INDEPENDENT DIRECTORS AND DECLARATION Shri Ramesh Kumar, Shri Isher Singh, Smt. Rajbir Kaur and Smt.Rupinder Kaur were appointed as independent directors by shareholders on 30th September, 2014 as per Section 149(10) of the Companies Act, 2013 for a term of 5 consecutive years on the Board of the Company. The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013. 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 appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance. 2.To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. 3.The Nomination and Remuneration Committee shall, while formulating the policy ensure that: a.the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; b.relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c.remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives 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 to the 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 any proposed changes to the Board for approval from time to time. 8.Any other work and policy, related and incidental to the objectives of the committee as 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 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. AUDIT COMMITTEE According to Section 177 of the Companies Act, 2013 the company fe Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee: SECRETARIAL AUDIT REPORT There are certain observations in the Secretarial Audit Report which require corrective actions and the Board has given necessary instructions in this regard. Further the Secretarial Audit Report as provided by Mr. Ravinder Kumar, Company Secretary in Practice for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information(Annexure: 5). 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. The details of the Vigil Committee are annexed herewith for your kind perusal and information. 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. 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 (Annexure: 6). MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report is is attached herewith (Annexure: 7). ACKNOWLEDGEMENT 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. For and on behalf of Board of Directors HIRA AUTOMOBILES LIMITED RAHUL INDER SINGH SIDHU MANAGING DIRECTOR DIN: 00447452 NEHA SIDHU WHOLE-TIME DIRECTOR DIN: 00460875 DATE : 30™ MAY, 2015 PLACE:CHANDIGARH |