Mar 31, 2025
Your Directors have pleasure in presenting the 36thBoard''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, 2025.
|
Standalone |
(Rs. In Lakhs) |
|
|
Particulars |
F.Y. 2024 -25 |
F.Y. 2023 -24 |
|
Total Income |
21150.58 |
26245.88 |
|
Profit Before Interest and Depreciation |
1001.01 |
1036.94 |
|
Finance Charges |
776.68 |
779.20 |
|
Depreciation & Amortization Expenses |
127.22 |
134.10 |
|
Profit /Loss (-)Before Exceptional Item, Prior period adjustments and Tax |
97.1 |
123.64 |
|
Exceptional Item |
0.00 |
-2.36 |
|
Prior period adjustments |
0.00 |
|
|
Profit/Loss (-) Before Tax |
97.1 |
121.28 |
|
Tax Expense |
18.99 |
53.43 |
|
Net Profit /Loss (-) After Tax |
78.12 |
67.85 |
|
Surplus carried to Reserve and Surplus |
78.12 |
67.85 |
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 fall in sales due to Economic slowdown.
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 (âIND AS â) as prescribed under the Companies (Indian Accounting Standards) Rules as amended from time to time notified under Section 133 of the Companies Act, 2013.
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. 78.12 Lakhs to its reserves and surplus account.
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.
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 the Company www.hiraautomobiles.com under the heading investors. The web link is- http://www.hiraautomobiles.com/forms.phpafter filing with ROC/MCA.
MEETINGS OF THE BOARD OF DIRECTORS
During the current Financial Year, the Company held 12 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-
|
30.05.2024 |
26.06.2024 |
30.07.2024 |
23.07.2024 |
|
14.08.2024 |
31.08.2024 |
30.09.2024 |
14.11.2024 |
|
30.12.2024 |
14.02.2025 |
05.03.2025 |
29.03.2025 |
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;
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 M/s. Mohan Juneja & Co., Chartered Accountants, Patiala, Punjab has been appointed 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 33rdAnnual General Meeting till the conclusion of 38th Annual General Meeting of the Company.
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 31stMarch, 2025 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.
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.
The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed well in advance.
Following changes have occurred in the constitution of Board of Directors and KMP of the company during the current Financial Year.____
|
SN |
NAME |
CATEGORY/ DESIGNATION |
DATE OF APPOINTMENT |
DATE OF RESIGNATION |
|
1 |
Ms. Gurpreet Kaur |
Independent Director |
31.08.2024 |
NA |
|
2 |
Mr. Daljeet Singh |
Independent Director |
31.08.2024 |
NA |
|
3 |
Mr. Ravinder Sigh Turna |
Independent Director |
NA |
31.08.2024 |
|
4 |
Mr. Harmandeep Singh |
Independent Director |
NA |
31.08.2024 |
|
5 |
Smt. Rupinder Kaur |
Independent Director |
Retired on completion of tenure |
|
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.
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.
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.
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.
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.
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 Stock Exchanges forms part of the Board Report.
Further, 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. 22,00,000/- |
Rs. 5,00,000/- |
|
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
During the current financial year, Mr. Ravinder Singh Turna and Mr. Harmandeep Singh, Independent Directors have resigned on 31-08-2024 and the Board has appointed Mr. Daljeet Singh and Ms. Gurpreet Kaur as Independent Directors on the same date. The tenure of Smt. Rupinder Kaur has also been completed on 30.09.2024,Now there are Two Independent Directors namely Mr. Daljeet Singh and Ms. Gurpreet Kaur. The Board of Directors of the Company hereby confirms that all the Independent directors have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Company''s Nomination and Remuneration Committee was reconstituted during the year and comprises of Two Non-Executive Independent Directors, One Non-Executive Non-Independent Director and Chairman of the committee is Independent and NonExecutive Director. The table sets out the composition of the Committee as on the close of the financial year-
|
Name of Directors |
Position held in the Committee |
Category |
|
Ms. Gurpreet Kaur |
Chairman |
Independent/ Non-Executive |
|
Mr. Daljeet Singh |
Member |
Independent/ Non-Executive |
|
Ms. Neha Sidhu |
Member |
Non-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.
According to Section 177 of the Companies Act, 2013 the company''s Audit Committee was reconstituted during the year and comprised of Two Non-Executive Independent Directors, One Non-Executive Non-Independent Directorand 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 close of the financial year-
|
Name of Directors |
Position held in the Committee |
Category |
|
Ms. Gurpreet Kaur |
Chairman |
Independent/ Non- Executive |
|
Mr. Daljeet Singh |
Member |
Independent/ Non- Executive |
|
Ms. Neha Sidhu |
Member |
Non-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.
CONSTITUION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
According to Section 178 of the Companies Act, 2013, the Stakeholders Relationship Committeewas reconstituted during the year andwhich comprised of Two Non-Executive Independent Directors, One Non-Executive Non-Independent Director and Chairman of the committee is Independent and NonExecutive Director. The table sets out the composition of the Committee as on the close of the financial year-
|
Name of Directors |
Position held in the |
Category |
|
Committee |
||
|
Ms. Gurpreet Kaur |
Chairman |
Independent/ Non- Executive |
|
Mr. Daljeet Singh |
Member |
Independent/ Non- Executive |
|
Ms. Neha Sidhu |
Member |
Non-Independent/ Non- Executive |
The date of meetings of committee and attendance of members is given in report on corporate governance attached with the report.
There are certain observations in theSecretarial 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 Practicefor 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 appointedMr. 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.
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-The Company has not issued any Bonus Shares during the year under review.
d. Employees Stock Option Plan-The Company has not provided any Stock Option Scheme to the employees.
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.
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 Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. All employees (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.
The Board hereby states that the company has devised proper systems to ensure compliance of all laws applicable to the company.
The provisions of Section 148(1) of the Companies Act, 2013 for maintenance of cost records are not applicable to the Company.
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.
Mar 31, 2024
Your Directors have pleasure in presenting the 35th 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, 2024.
|
Standalone |
(Rs. In Lakhs) |
|
|
Particulars |
F.Y. 2023 -24 |
F.Y. 2022 -23 |
|
Total Income |
26245.88 |
24939.97 |
|
Profit Before Interest and |
1036.94 |
1051.43 |
|
Finance Charges |
779.20 |
812.62 |
|
Depreciation & Amortization |
134.10 |
136.61 |
|
Profit /Loss (-)Before Exceptional |
123.64 |
102.20 |
|
Exceptional Item |
-2.36 |
-0.07 |
|
Prior period adjustments |
0.00 |
0.00 |
|
Profit/Loss (-) Before Tax |
121.28 |
102.13 |
|
Tax Expense |
53.43 |
27.08 |
|
Net Profit /Loss (-) After Tax |
67.85 |
75.05 |
|
Surplus carried to Reserve and |
67.85 |
75.05 |
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 fall in sales due to Economic slowdown.
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 (âIND AS â)
as prescribed under the Companies (Indian Accounting Standards) Rules as amended from time to time
notified under Section 133 of the Companies Act, 2013 and .
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.
The Board of the company has decided to carry profit of Rs. 67.85 Lakhs to its reserves and surplus
account.
There is no change in authorized, issued and paid up share capital of the Company during the year under
report.
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.
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.
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.
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 the Company www.hiraautomobiles.com under the
heading investors. The web link is- http://www.hiraautomobiles.com/forms.phpafter filing with
ROC/MCA.
During the current 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-
|
30.05.2023 |
14.08.2023 |
22.09.2023 |
14.11.2023 |
|
23.11.2023 |
30.11.2023 |
31.01.2024 |
14.02.2024 |
|
05.03.2024 |
2.03.2024 |
30.03.2024 |
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;
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.
M/s. Mohan Juneja& Co., Chartered Accountants, Patiala, Punjab has been appointed 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
33rdAnnual General Meeting till the conclusion of 38th Annual General Meeting of the Company.
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 31stMarch, 2024is annexed herewith for your
kind perusal and information.
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.
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.
The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy, Technology
Absorption and Foreign Exchange Outgo is provided in annexure herewith.
The Company has insurance policy for all the assets of the Company and all the insurance policies are
renewed well in advance.
No changes have occurred in the constitution of Board of Directors and KMP of the company during the
current Financial Year. However, following changes have occurred after the close of financial year-
|
SN |
NAME |
CATEGORY/ DESIGNATION |
DATE OF |
DATE OF |
|
1 |
Ms. Gurpreet Kaur |
Independent Director |
31.08.2024 |
NA |
|
2 |
Mr. Daljeet Singh |
Independent Director |
31.08.2024 |
NA |
|
3 |
Mr. Ravinder Sigh Turna |
Independent Director |
NA |
31.08.2024 |
|
4 |
Mr. Harmandeep Singh |
. Independent Director |
NA |
31.08.2024 |
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.
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.
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.
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.
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.
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 Stock Exchanges forms part of
the Board Report.
Further, 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. 15,00,000/- |
Rs. 12,00,000/- |
|
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
Mr. Ravinder Singh Turna and Mr. Harmandeep Singh, Independent Directors have resigned on 31-08¬
2024 and the Board has appointed Mr. Daljeet Singh and Ms. Gurpreet Kaur as Independent Directors on
the same date. Now there are three Independent Directors namely Smt. Rupinder Kaur, Mr. Daljeet Singh
andMs. Gurpreet Kaur. The Board of Directors of the Company hereby confirms that all the Independent
directors have given the declaration and they meet the criteria of independence as provided under section
149(6) of the Companies Act, 2013.
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
close of the financial year-
|
Name of Directors |
Position held in the |
Category |
|
Committee |
||
|
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.
After the close of financial year, the Nomination and Remuneration Committee has been reconstituted
and at present it 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 present Nomination
and Remuneration Committee -
|
Name of Directors |
Position held in the |
Category |
|
Ms. Gurpreet Kaur |
Chairman |
Independent/ Non- Executive |
|
Mr. Daljeet Singh |
Member |
Independent/ Non- Executive |
|
Ms. Neha Sidhu |
Member |
Promoter/ Non - Executive |
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.
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.
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 close of the financial vear-
|
Name of Directors |
Position held in the |
Category |
|
Committee |
||
|
Rupinder Kau r |
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.
*** RECONSTITUTION OF AUDIT COMMITTEE AFTER THE CLOSE OF FINANCIAL YEAR
After the close of financial year, the Audit Committee has been reconstituted and at present it 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 present Audit Committee -
|
Name of Directors |
Position held in the |
Category |
|
Ms. Gurpreet Kaur |
Chairman |
Independent/ Non- Executive |
|
Mr. Daljeet Singh |
Member |
Independent/ Non- Executive |
|
Ms. Neha Sidhu |
Member |
Promoter/ Non - Executive |
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.
According 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 close of the financial year-
|
Name of Directors |
Position held in the |
Category |
|
Committee |
||
|
Rupinder Kau r |
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.
After the close of financial year, the Audit Committee has been reconstituted and at present it 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 present Audit Committee -
|
Name of Directors |
Position held in the |
Category |
|
Ms. Gurpreet Kaur |
Chairman |
Independent/ Non- Executive |
|
Mr. Daljeet Singh |
Member |
Independent/ Non- Executive |
|
Ms. Neha Sidhu |
Member |
Promoter/ Non - Executive |
There are certain observations in theSecretarial 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 Practicefor
the current financial year is annexed herewith for your kind perusal and information.
As required under Regulation 24A of SEBI (LODR) Regulations, 2015, the Company has appointedMr.
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.
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- The Company has not issued any Bonus Shares during the year under review.
d. Employees Stock Option Plan-The Company has not provided any Stock Option Scheme to the
employees.
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.
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.
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
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.
The Code of Conduct of Hira Automobiles Limitedis attached herewith.
Management Discussion and Analysis Report is attached herewith.
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 Harassment of Women at the Workplace
(Prevention, Prohibition &Redressal) Act, 2013. All employees (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.
The Board hereby states that the company has devised proper systems to ensure compliance of all laws
applicable to the company.
The provisions of Section 148(1) of the Companies Act, 2013 for maintenance of cost records are not
applicable to the Company.
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
For HIRA AUTOMOBILES LIMITED
Sd/- Sd/-
DIN: 00447452 DIN: 00460875
Mar 31, 2014
The Members,
The Directors of your company have pleasure in presenting the 25th
Annual Report together with Audited Accounts of the company for the
year ended 31st March,2014.
Financial Results
The financial results of the company are as under
S.No. Particulars (Rs. In Lac)
2013-14 2012-13
1 Turnover 28531.52 25092.86
2 Other Income 2144.73 1550.20
3 Profit before Taxation 150.38 126.19
4 Current Tax (Net of Last Year Adjustment) 3O.83 30.00
5 Profit after Current Tax 12O.30 96.19
6 Deferred Tax Liability 22.52 09.19
7 Profit after Deferred Tax 97,78 86.99
8 Transfer to Reserve/Surplus 97.78 86.99
Review of Operations
Your Company has achieved Sales & Other income of Rs. 30676.25 lac as
compared to Rs. 26643.06 lac during the previous year with a net profit
of Rs. 120.30 Lac as compared to Rs 96.19 in the previous year.
New Showroom and Workshop
Your Company has expanded its network by opening one more new workshop
Killianwali, Muktsar.
Dividend
Your Directors regret to recommend any dividend for this year also
owing to deployment of profits for furtherexpansion.
MATERIAL CHANGES
There are no material changes between the date of balance sheet and
that of the date of report.
EQUITY CAPITAL
The Company has only one type of equity share capital.
HOLDING/SUBSIDIARY
There is no holding and subsidiary company.
Public Deposits
The company has accepted fresh deposits from the public under sections
58A and 58AA of the companies Act, 1956 read with the Companies
(Acceptance of Deposit) Rules, 1975 during the Financial Year under
review amounting to Rs.2.01 Crore. There are no overdue/unclaimed
deposits.
Contribution to Exchequer
Your company''s contribution to the Government exchequer during the year
under review by way of sales taxand service tax was Rs. 4005.11 Lac.
Conservation of Energy and Technology Absorption and Foreign Exchange
Your company is an authorized dealer of Maruti Suzuki India Ltd. for
selling Maruti Suzuki vehicles and spares and for providing workshop
facilities to the customers. Hence there is no special requirement of
energy and technology. The information under section 217 (1) e of The
Companies Act, 1956 on that countisnil.
Foreign Exchange Earnings and Out Go
Your company has neither earned any foreign exchange nor incurred any
expenditure of foreign exchange during the year under review except
expenses of foreign tours of directors.
Personnel
None of the employee of the company is in receipt of remuneration for
whole / part of the year exceeding the limit prescribed under section
217(2 A) of the Companies Act 1956. The company has continued to follow
the policy of creating healthy environment and work culture resulting
into harmonious inter- personnel relations. The relations with
employees remained cordial throughout the year.
Directors
Mr. Rahulinder Singh Sidhu (DIN-00447452) is a Whole Time Director of
the Company. It is proposed to reappoint him as a Managing Director of
the Company with effect from September 30, 2014 up to September
29,2017." Mrs. Simran Bajwa (Dl N-00452676) is also a Whole Time
Director of the Company. It is proposed to reappoint her as a Whole
Time Director of the Company with effect from September 30, 2014 up to
September 29, 2017." Mrs. Neha Sidhu (DIN-00460875) is a Director of
the Company. It is proposed to appoint her as a Whole Time Director of
the Company with effect from September 30, 2014 up to September
29,2017."
Mr. Ramesh Kumar (DIN-00126036) is a non-executive Director of the
Company. It is proposed to appoint him as an Independent Director of
the Company with effect from September 30, 2014 up to September 29,
2019." Mrs. Rajbir Kaur (DIN-06397998) is also a non-executive Director
of the Company. It is proposed to appoint heras an Independent Director
of the Companywitheffectfrom September 30,2014 up to September 29,
2019." Mrs. Rupinder Kaur (DIN-06403845) is also a non-executive
Director of the Company. It is proposed to appoint her as an
Independent Director of the Company with effect from September 30, 2014
up to September 29, 2019." Mr. Isher Singh (DIN-02990779) is a
non-executive Director of the Company. It is proposed to appoint him as
an Independent Director of the Company with effectfrom September,
2014uptoSeptember29,2019."
Listing
The securities of the company are listed at Stock Exchanges Bombay,
Delhi, Ludhiana and Ahmadabad and the Listing Fees for the year 2013-14
has been paid to BSE Limited only.
Delisting
The company has received a letter from its Chairman Sh. Rahul Inder
Singh Sidhu for acquiring balance 117730 equity shares i.e. 4.28% of
public shareholding. Pursuant to the said letter, the Board of
Directors has passed a unanimous resolution to delist its securities
from all the four stock exchanges i.e. BSE limited, Ludhiana Stock
Exchange Association Limited, Delhi Stock Exchange Association Limited
and Ahmadabad Stock Exchange Association Limited on 28th May, 2013 and
notice of postal ballot for passing special resolution for delisting
was mailed to all the shareholders on 30th May, 2013. As per the report
of scrutinizer M/s. RPS Khurana, special resolution for delisting of
equity shares was passed on 03.07.2013 through Postal Ballot. The
Company Promoters were prohibited to acquire shares from public on
account of non compliance of clause 40a of listing agreement However
SEBI has granted permission to Sh. Rahul Inder Singh Sidhu to acquire
public shares for the purpose of delisting. All the four stock
exchanges have given in principle approval for delisting of securities.
The offer letters were sent to shareholders to obtain
theirconsentfordelisting as perthe provisions of delisting guidelinesof
SEBI.
Auditors
M/s. Pankaj Chugh & Associates, Chartered Accountants, Patiala (Firm
Registration No. 026311N) are statutory auditors of the company for the
financial year 2013-14 and hold office up to the conclusion of ensuing
Annual General Meeting. It is proposed to reappoint them for a period
of three years as per the provisions of Chapter X of The Companies Act,
2013 to hold office from the conclusion of this Annual General Meeting
(AGM) till the conclusion of 28th AGM of the Company to be held in the
year2017. They have given their consent to acts as Auditors of the
Company and have further confirmed that their appointment would be in
conformity of the provision of Section 139 of The Companies Act;
2013.The audit committee has also recommended their appointment.
The observation of the Auditors in their report read with relevant
notes to accounts are self explanatory and therefore, do not require
further explanation.
Directors Responsibility Statement
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that
1. In the preparation of the annual accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures
2. The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 or
loss of the companyfortheyearunderreview
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
4. The Directors have prepared the accounts for the financial year
ended 31st March, 2014 on a ''going concern''basis.
Corporate Governance
Pursuant to clause 49 of Listing Agreement with Stock Exchange(s), the
Company has complied with the provisions of Clause 49 as per the
schedule of implementation of Corporate Governance and Management
Discussion and Analysis report on corporate governance and auditor''s
certificate regarding compliance with corporate governance form part of
the annual report.
Compliance Certificate
The Company has obtained a Compliance Certificate as required u/s
383Aof the Companies Act, 1956, which is attached herewith and itforms
part of the Directors Report.
Acknowledgments:
Your directors are pleased to place on record their sincere thanks to
the Maruti Suzuki India Limited, Punjab National Bank, Other financial
institutions and Business Constitutes for their continued valued co-
operation and support to the company. Your directors also express their
deep appreciation for the devoted and sincere services rendered by
workers, staff and executives at all levels of the operations of the
company during the year and we are confident that your company will
continue to receive such co- operation from them in future also.
By Order of the Board
For Hira Automobiles Limited
sd/-
Date: 30.05.2014 (Rahul InderSingh Sidhu)
Place: Chandigarh Chairman
DIN-00447452
Mar 31, 2013
To The Members,
The Directors of your company have pleasure in presenting the 24th
Annual Report together with Audited Accounts of the company for the
year ended 31st March, 2013.
Financial Results
The financial results of the company are as under
(Rs. In Crores)
S.
No. Particulars 2012-13 2011-12
1 Turnover & other Income 266.43 217.67
2 Profit before Taxation 1.26 0.86
3 Current Tax (Net of Last
Year Adjustment) 0.30 0.16
4 Profit after Current Tax 0.96 0.70
5 Deferred Tax Liability 0.09 0.12
6 Profit after Deferred Tax 0.87 0.58
7 Transfer to Reserve / Surplus 0.87 0.58
Review Of Operations
Your Company has achieved Sales & Other income of Rs.266.43 Crores as
compared to Rs. 217.67 Crores during the previous year with a net
profit of Rs.0.87 Crores as compared to Rs 0.58 Crores in the previous
year.
Resource Utilization
i- Fixed Assets:
The Company added Fixed assets amounting to Rs.307.37 lacs, which is
mainly on account of addition of fixed assets in the dealership in
building , vehicles, furniture and fixtures, computers and plant and
machinery.
ii- Working Assets:
The Net Current Assets as on 31st March, 2013 were Rs 1425.52 lacs as
against Rs.694.50 lacs in the previous year.
New Showroom and Workshop
Your Company has expanded its network by opening two more new showrooms
at Bhadson and Gidderbaha and one more new workshop at Patiala.
Dividend
Your Directors regret to recommend any dividend for this year also
owing to deployment of profits for further expansion.
Public Deposits
The company has not accepted any fresh deposits from the public under
sections 58A and 58AA of the companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules, 1975 during the Financial Year
under review. There are no overdue/unclaimed deposits. However there
is a carried forward of public deposits of last year amounting to
Rs.1.75 Crores.
Contribution to Exchequer
Your company''s contribution to the Government exchequer during the year
under review by way of sales tax and service tax was Rs. 3477.43 lacs.
Personnel
None of the employee of the company is in receipt of remuneration for
whole / part of the year exceeding the limit prescribed under section
217(2 A) of the Companies Act 1956. The company has continued to follow
the policy of creating healthy environment and work culture resulting
into harmonious inter-personnel relations. The relations with employees
remained cordial throughout the year.
Directors
Mr.Isher Singh and Ms. Neha Sidhu retire at the forth coming Annual
General Meeting pursuant to Article 149 of Articles of Association of
the company and being eligible, offer themselves for reappointment.
Smt. Rupinder Kaur and Smt. Rajbir Kaur were appointed as additional
director on 31.10.2012 by Board of Director and their term expire at
ensuing annual general meeting. Company has received a notice u/s 257
of The Companies Act, 1956 for their appointment. Board recommends
their appointment.
Listing
The securities of the company are listed at Mumbai, Delhi, Ludhiana and
Ahmadabad Stock Exchanges and the Listing Fees for the year 2013-14 has
been paid to Bombay Stock Exchange only.
Delisting
The company has received a letter from its Chairman Sh. Rahul Inder
Singh Sidhu for acquiring balance 117730 equity shares i.e. 4.28% of
public shareholding. Pursuant to the said letter, the Board of
Directors has passed a unanimous resolution to delist its securities
from all the four stock exchanges on 28th May, 2013 and notice of
postal ballot for passing special resolution for delisting was mailed
to all the shareholders on 30th May, 2013 .
Auditors
M/s Rahul Rajput & Associates, Chartered Accountants, Ludhiana auditor
of the Company has submitted resignation which was accepted on 30th
April, 2013 and M/s.Pankaj Chug & Associates, Chartered Accountants,
Patiala were appointed as auditor of the Company who holds office up to
the date of ensuing annual general meeting and being eligible offer
themselves for reappointment. The auditor''s report is self explanatory
and no further explanation by the Board is required.
Directors Responsibility Statement
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that
1. In the preparation of the annual accounts for the financial year
ended 31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2. The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 or
loss of the company for the year under review.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
4. The Directors have prepared the accounts for the financial year
ended 31st March, 2013 on a ''going concern'' basis.
Corporate Governance
Pursuant to clause 49 of Listing Agreement with Stock Exchange(s), the
Company has complied with the provisions of Clause 49 as per the
schedule of implementation of Corporate Governance and Management
Discussion and Analysis report on corporate governance and auditor''s
certificate regarding compliance with corporate governance form part of
the annual report.
Compliance Certificate
The Company has obtained a Compliance Certificate as required u/s 383A
of the Companies Act, 1956, which is attached herewith and it forms
part of the Directors Report.
Acknowledgements:
Your directors are pleased to place on record their sincere thanks to
the Maruti Suzuki India Limited, Punjab National Bank, Other financial
institutions and Business Constitutes for their continued valued
co-operation and support to the company. Your directors also express
their deep appreciation for the devoted and sincere services rendered
by workers, staff and executives at all levels of the operations of the
company during the year and we are confident that your company will
continue to receive such co-operation from them in future also.
By order of the Board
For Hira Automobiles Limited
Place: Chandigarh (Rahul Inder Singh Sidhu)
Date: 30.05.2013 Chairman
Mar 31, 2012
The Directors of your company have pleasure in presenting the 23rd
Annual Report together with Audited Accounts of the company for the
year ended 31st March, 2012.
FINANCIAL RESULTS
The financial results of the company are as under:
(Rs. In Crores)
2011-12 2010-11
TURNOVER 215.72 197.41
OTHER INCOME 0.71 0.56
PROFIT BEFORE TAXATION 0.86 1.13
CURRENT TAX (Net of last year adjustment) 0.16 0.25
PROFIT AFTER CURRENT TAX 0.70 0.88
DEFERRED TAX LIABILITY 0.12 0.26
PROFIT AFTER DEFERRED TAX 0.58 0.62
1. REVIEW OF OPERATIONS
Your Company has achieved Sales & Other income of Rs. 216.43 Crores as
compared to Rs. 197.97 Crores during the previous year with a net
profit of Rs.0.58 Crores as compared to Rs 0.62 Crores in the previous
year.
2. RESOURCE UTILIZATION:
(i) Fixed Assets:
The Company added Fixed assets amounting to Rs.328.83 lacs, which is
mainly on account of addition of fixed assets in the dealership in
building , vehicles, furniture and fixtures, computers and plant and
machinery.
(ii) Working Assets:
The Net Current Assets as on 31sl March, 2012 were Rs 2850.86 lacs as
against Rs.2740.29 lacs in the previous year.
3. NEW SHOWROOM AND WORKSHOP
Your Company has expanded its network by opening one more new showroom
and workshop at Devigarh, Patiala.
4. DIVIDEND:
Your Directors regret to recommend any dividend for this year also
owing to deployment of profits for further expansion.
5. PUBLIC DEPOSITS :
The company has not accepted any fresh deposits from the public under
sections 58A and 58AA of the companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules, 1975 during the Financial Year
under review. There are no overdue/unclaimed deposits.
6. CONTRIBUTION TO EXCHEQUER:
Your company''s contribution to the Government exchequer during the year
under review by way of sales tax and service tax was Rs. 2724.89 lacs.
7. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE:
Your company is an authorised dealer of Maruti Suzuki India Ltd. for
selling Maruti Suzuki vehicles and spares and for providing workshop
facilities to the customers. Hence there is no special requirement of
energy and technology. The information under section 217 (l)e of The
Companies Act. 1956 is nil.
8. PERSONNEL:
None of the employee of the company is in receipt of remuneration for
whole / part of the year exceeding the limit prescribed under section
217(2 A) of the Companies Act 1956. The company has continued to follow
the policy of creating healthy environment and work culture resulting
into harmonious inter-personnel relations. The relations with employees
remained cordial throughout the year.
9. DIRECTORS:
Mr Ramesh Kumar and Mr. Rajnish Sharma retire at the forth coming
Annual General Meeting pursuant to Article 149 of Articles of
Association of the company and being eligible, offer themselves for
reappointment and Mr. Nasib Chand, Director of the Company has expired.
10. LISTING:
The securities of the company are listed at Mumbai, Delhi. Ludhiana and
Ahmadabad Stock Exchanges and the Listing Fees for the current period
has been paid to Bombay Stock Exchange only.
11. AUDITORS:
M/s Mehta Sharma & Associates., Chartered Accountants, Ludhiana,
statutory Auditor of the Company has resigned on 05.07.2012 and M/s
Rahul Rajput & Associates, Chartered Accountants, Ludhiana have been
appointed as Statutory Auditors by shareholders on 31.07.2012. They
retire at ensuing annual general meeting and being eligible offer
themselves for reappointment.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217 (2 A A) of the Companies
Act 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
1. In the preparation of the annual accounts for the financial year
ended 31SI March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the company for the year under review ;
3. The Directors have taken proper and sulficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities :
4. The Directors have prepared the accounts for the financial year
ended 31st March, 2012 on a ''going concern'' basis.
14. FOREIGN EXCHANGE EARNINGS AND OUT GO
Your company has neither earned any foreign exchange nor incurred any
expenditure of foreign exchange during the year under review.
15. CORPORATE GOVERNANCE
Pursuant to clause 49 of Listing Agreement with Stock Exchange(s), the
Company has complied with the provisions of Clause 49 as per the
schedule of implementation of Corporate Governance and Management
Discussion and Analysis report on corporate governance and auditors
certificate regarding compliance with corporate governance form part of
the annual report.
16. COMPLIANCE CERTIFICATE:
The Company has obtained a Compliance Certificate as required u/s 383A
of the Companies Act, 1956, which is attached herewith and it forms pan
of the Directors Report.
17. ACKNOWLEDGEMENTS :
Your directors are pleased to place on record their sincere thanks to
the Mamti Suzuki India Limited, Punjab National Bank, Other financial
institutions and Business Constitutes for their continued valued
co-operation and support to the company. Your directors also express
their deep appreciation for the devoted and sincere services rendered
by workers, staff and executives at all levels of the operations of the
company during the year and we are confident that your company will
continue to receive such co-operation from them in future also.
By Order of the Board
For Hira Automobiles Limited.
Place: Chandigarh (Rahul Inder Singh Sidhu)
Date: 03.09.2012 Chairman
Mar 31, 2011
The Directors of your company have pleasure in presenting the 22nd
Annual Report together with Audited Accounts of the company for the
year ended 31*1 March, 2011.
FINANCIAL RESULTS
The financial results of the company are as under:
(Rs. In Lacs)
2010-11 2009-10
TURNOVER 18984.19 12615.39
OTHER INCOME 804.68 524.20
PROFIT BEFORE TAXATION 113.72 62.26
CURRENT TAX (Net of last year adjustment) 25.38 19.05
PROFIT AFTER CURRENT TAX 88.34 43.21
DEFERRED TAX LIABILITY 26.06 22.49
PROFIT AFTER DEFERRED TAX 62.28 21.65
1. REVIEW OF OPERATIONS
Your Company has achieved Sales & Other income of Rs. 19788.87 Lacs as
compared to Rs. 13139.59 Lacs during the previous year with a net
profit of Rs.62.28 Lacs as compared to Rs.21.65 lacs in the previous
year.
2 RESOURCE UTILIZATION:
(i) Fixed Assets:
Your company has also opened a new Show-window cum Workshop at Nabha,
Showroom at Patiala has also been renovated and also enlarged its
Showroom and workshop at Muktsar resulting in more need of financial
resources . To develop and construct the dealership infrastructure at
Nabha , it has made a tie-up with a party at Nabha who will invest
infrastructure cost and working capital investment will be on ours. Due
to these reason, the gross fixed assets as at 31 * March ,2011 have
increased largely and were stood at Rs 1128.94 lacs as compared to Rs.
823.10 lacs in the previous year. During the year, the Company added
net assets amounting to Rs. 161.84 lacs, which is mainly on account of
addition of fixed assets in the new dealership in building, vehicles,
furniture and fixtures, computers and plant and machinery.
(ii) Working Assets:
The Net-Current Assets as on 31st March, 2011 were Rs 1910.98 lacs as
against Rs.889.28 lacs in the previous year.
3. NEW SHOWROOM AND WORKSHOP
The Company has opened one new showroom and workshop one at Nabha at
Radhaswamy Satsang Road and Muktsar showroom and workshop have been
enlarged and Patiala showroom has been renovated.
4. DIVIDEND:
Your Directors regret to recommend any dividend for this year also
owing to deployment of profits for further expansion.
5. PUBLIC DEPOSITS :
The company has accepted deposits under sections 58A and 58AA of the
companies Act, 1956 read with the Companies (Acceptance of Deposit)
Rules, 1975 during the Financial Year under review in addition to
advance against car sales / sales promotion schemes of monthly
installments, hence amount of principal and interest has been accounted
for outstanding as on the date of Balance Sheet. The company has also
completed all the formalities for acceptance of deposits from public
during the F.Y. 2011-12 with ROC. There are no overdue/unclaimed
deposits or interest on deposit.
6. CONTRIBUTION TO EXCHEQUER:
Your company''s contribution to the Government exchequer during the year
under review by way of sales tax and service tax was Rs. 2487.40 lacs.
7. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE:
Your company is an authorised dealer of Maruti Suzuki India Ltd. for
selling Maruti Suzuki vehicles and spares and for providing workshop
facilities to the customers. Hence there is no special requirement of
energy and technology. The information under section 217 (l)e of The
Companies Act, 1956 is nil.
8. PERSONNEL:
None of the employee of the company is in receipt of remuneration for
whole / part of the year exceeding the limit prescribed under section
217(2 A) of the Companies Act 1956. The company has continued to follow
the poUcy of creating healthy environment and work culture resulting
into harmonious inter-personnel relations. The relations with employees
remained cordial throughout the year.
9. DIRECTORS:
Mr Isher Singh and Mr. Nasib Chand retire at the forth coming Annual
General Meeting pursuant to Article 149 of Articles of Association of
the company and being eligible, offer themselves for reappointment.
10. LISTING:
The securities of the company are listed at Mumbai, Delhi, Ludhiana and
Ahmadabad Stock Exchanges and the Listing Fees for the current period
has been paid.
11. AUDITORS:
M/s Dalbir & Associates., Chartered Accountants has resigned as
Statutory Auditors of the company and board has appointed Mehta Sharma
& Associates as Statutory Auditors of the company in their place.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
1. In the preparation of the annual accounts for the financial year
ended 31** March, 2011, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 or
loss of the company for the year under review;
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the accounts for the financial year
ended 31st March, 2011 on a going concern1 basis.
14. FOREIGN EXCHANGE EARNINGS AND OUT GO
Your company has neither earned any foreign exchange nor incurred any
expenditure of foreign exchange during the year under review.
15. CORPORATE GOVERNANCE
Pursuant to clause 49 of Listing Agreement with Stock Exchange(s), the
Company has complied with the provisions of Clause 49 as per the
schedule of implementation of Corporate Governance and Management
Discussion and Analysis report on corporate governance and auditors
certificate regarding compliance with corporate governance form part of
the annual report.
16. COMPLIANCE CERTIFICATE:
The Company has obtained a Compliance Certificate as required u/s 383 A
of the Companies Act, 1956, which is attached herewith and it forms
part of the Directors Report.
17. ACKNOWLEDGEMENTS:
Your directors are pleased to place on record their sincere thanks to
the Maruti Suzuki India Limited, Punjab National Bank, Other financial
institutions and Business Constitutes for their continued valued
co-operation and support to the company. Your directors also express
their deep appreciation for the devoted and sincere services rendered
by workers, staff and executives at all levels of the operations of the
company during the year and we are confident that your company will
continue to receive such co-operation from them in future also
By Order of the Board
For Hira Automobiles Limited.
Place: Chandigarh (Rahul Inder Singh Sidhu)
Date: 03.09.2011 Chairman
Mar 31, 2010
The Directors of your company have pleasure in presenting the 21st
Annual Report together with Audited Accounts of the company for the
year ended 31 St March, 2010.
FINANCIALRESULTS
The financial results of the company are as under:
(Rs. In Lacs)
2009-10 2008-09
TURNOVER 12615.39 9577.12
OTHER INCOME 524.20 391.43
PROFIT BEFORE TAXATION 62.26 41.38
CURRENT TAX (Net of last year adjustment) 19.05 10.32
PROFIT AFTER CURRENT TAX 43.21 31106
PROVISION OF FRINGE BENEFIT TAX 0.00 6.90
DEFERRED TAX LIABILITY 22.49 6.34
PROFIT AFTER TAX 21.65 17.82
1. REVIEW OF OPERATIONS
Your Company has achieved Sales & Other income of Rs. 13139.59 Lacs as
compared to Rs. 9968.55 Lacs during the previous year with a net profit
of Rs.21.65 Lacs as compared to Rs. 17.82 lacs in the previous year..
2. RESOURCE UTILIZATION:
(i) Fixed Assets:
Your company has been allotted a new dealership at Rajpura requiring
more financial resources. In order to develop infrastructure at
Rajpura, we have made a tie-up with another party at Rajpura who has
agreed to invest 50% of the Project Cost. The balance funds have been
arranged from internal resources. As a result of it, the gross fixed
assets (as at 31st March, 2010) have gone upto Rs. 1128.94 lacs as
compared to Rs. 823.10 lacs in the previous year. The assets added are
building, vehicles, furniture and fixtures, computers and plant and
machinery etc. and the amount to Rs. 305.85 lacs. 50% of the land at
Rajpura has also been transferred to the new party at cost. Another
extension counter at Malout has been allotted by MSIL to your company
which has become operational since April, 2010. This way, your company
has been able to expand its network at Rajpura & Malout.
(ii) Working Assets:
The Net Current Assets as on 31st March, 2010 were Rs 889.28 lacs as
against Rs.950.52 lacs in the previous year.
3. NEW SHOWROOM AND WORKSHOP
The Company has opened two new showrooms and workshops one at Rajpura
Patiala Road, Rajpura and second at Muktsar Road, Malout.
4. DIVIDEND:
Your Directors regret to recommend any dividend for this year also
owing to deployment of profits for further expansion.
5. PUBLIC DEPOSITS:
The company has not accepted any deposits under sections 58 A and 58AA
of the companies Act, 1956 read with the Companies (Acceptance of
Deposit) Rules, 1975 during the Financial Year under review except
advance against car sales / sales promotion schemes of monthly
installments, hence no amount of principal or interest was outstanding
as on the date of Balance Sheet. The company has completed all the
formalities for acceptance of deposits from public during financial
year 2010-11 with ROC and it will accept the investment as deposits to
be made by Rajpura party.
6. CONTRIBUTION TO EXCHEQUER:
Your companys contribution to the Government exchequer during the year
under review by way of sales tax and service tax was Rs. 1491.18 lacs.
7. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE:
Your company is an authorised dealer of Maruti Suzuki India Ltd. for
selling Maruti Suzuki vehicles and spares and for providing workshop
facilities to the customers. Hence there is no special requirement of
energy and technology. The information under section 217 (1 )e of The
Companies Act, 1956 is nil.
8. PERSONNEL:
None of the employee of the company is in receipt of remunera ion for
whole / part of the year exceeding the limit prescribed under section
217(2 A) of the Companies Act 1956. The company has continued to follow
the policy of creating healthy environment and work culture resulting
into harmonious inter-personnel relations. The relations with employees
remained cordial throughout the year.
9. DIRECTORS:
Mrs. Neha Sidhu retires at the forth coming Annual General Meeting
pursuant to Article 149 of Articles of Association of the company and
being eligible, offer herself for reappointment. Sh.Isher Singh and Sh.
Nasib Chand have been appointed as additional Directors on 31St March,
2010
10. LISTING:
The securities of the company are listed at Mumbai, Delhi, Ludhiana and
Ahamdabad Stock Exchanges and the listing fees for the current period
has been paid.
11. FORFEITURE
The Company has forfeited 26,74,400 equity shares of Rs. 10 each for
non payment of unpaid allotment money on 23/09/2009
12. AUDITORS:
M/s Dalbir & Associates., Chartered Accountants havings its Firm
Registartaion Number (FRN) 021454N are proposed for re-appointment as
Statutory Auditors of the company from the conclusion of this ensuing
Annual General Meeting till the conclusion of the next Annual General
Meeting. They have given their consent to acts as Auditors of the
company and have further confirmed that their appointment would be in
confirmity of the Provisions of Section 224 (IB) of the Companies Act,
1956. The Board recommends their re-appointment for the approval of the
Members in the ensuing Annual General Meeting.
13. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
1. In the preparation of the annual accounts for the financial year
ended 31a March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. The Directors have selected such accounting policies and applied
them consistently and made judgement and estimates that were 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 or
loss of the company for the year under review;
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the accounts for the financial year
ended 31st March, 2010onagoing concernbasis.
14. FOREIGN EXCHANGE EARNINGS AND OUT GO
Your company has not earned any foreign exchange. However Company has
incurred Rs. 525215/- on travelling expenses by converting into foreign
exchange during the year under review.
15. CORPORATE GOVERNANCE
Pursuant to clause 49 of listing Agreement with Stock Exchange (s), the
Company has comphed with the provisions of Clause49 as per tnesctedute
of
Discussion and Analysis report on corporate governance and auditors
certificate regarding compliance with corporate governance form part of
the annual report
16. COMPLIANCE CERTIFICATE:
The Company has obtained a Compliance Certificate as required u/s 383 A
of the Companies Act, 1956, which is attached herewith and it forms
part of the Directors Report
17. ACKNOWLEDGEMENT:
Your directors are pleased to place on record their sincere thanks to
the Maruti Suzuki India Limited, Punjab National Bank, Other financial
institutions and Business Constitutes for their conn^iued valued co^
operation and support to the company. Your directors also express their
deep appreciation for the devoted and sincere services rendered by
workers, staff and executives at all levels of the operations of the
company during the year and we are confident that your company will
contmue to rexrave such cooperation from mem in future also.
For and on behalf of the Board of Directors
Place: Chandigarh Rahul Inder Singh Sidhu
Date: 03.09.2010 Chairman
Mar 31, 2009
The Directors of your company have pleasure in presenting the 20th
Annual Report together with Audited Accounts of the company for the
year ended 31st March, 2009.
FINANCIAL RESULTS
The financial results of the company are as under:
(Rs. In Lacs)
2008-09 2007-08
TURNOVER 9577.12 8521.36
OTHER INCOME 391.43 295.74
PROFIT BEFORE TAXATION 41.38 31.05
CURRENT TAX (Net of last year adjustment) 10.32 12.61
PROFIT AFTER CURRENT TAX 31.06 18.44
PROVISION OF FRINGE BENEFIT TAX 6.90 5.72
DEFERRED TAX/LIABILITY 6.34 0.43
PROFIT AFTER DEFERRED TAX 17.82 12.29
1. REVIEW OF OPERATIONS
Your Company achieved Sales & Other income of Rs.9968.55 Lacs as
compared to Rs. 8817.10 Lacs during the previous year with a net
profit of Rs.l7.82Lacs as compared to Rs. 12.29 lacs in the previous
year..
2. RESOURCE UTILIZATION:
(i) Fixed Assets:
The gross fixed assets as at 31 st March, 2009 were Rs 823.10 lacs as
compared to Rs. 617.23 lacs in the previous year. During the year, the
Company added net assets amounting to Rs.205.87 lacs, which is mainly
on account of addition of fixed assets in building, vehicles, furniture
and fixtures, computers and plant and machinery. Your company has
purchased land at Rajpura during the year as the Company has been
allotted by MSIL a dealership there and an extension counter at Malout.
Hence, the company is planning to expand at Rajpura as 3S dealership
and at Malout also as 3S extension counter.
(ii) Working Assets:
The Net Current Assets as on 31st March, 2009 were Rs 950.52 lacs as
against Rs. 1120.16 lacs in the previous year.
3. DIVIDEND :
Your Directors regret to recommend any dividend for this year also
owing to deployment of profits for further expansion.
4. PUBLIC DEPOSITS :
The company has not accepted any deposits under sections 58A and 58AA
of the companies Act, 1956 read with the Companies (Acceptance of
Deposit) Rules, 1975 except advance against car sales / sales promotion
schemes of monthly installments, hence no amount of principal or
interest, u/s 58A and 58AA was outstanding as on the date of Balance
Sheet.
5. CONTRIBUTION TO EXCHEQUER:
Your companys contribution to the Government exchequer during the year
under review by way of sales tax and sen ice tax was Rs. 1155.98 lacs.
6. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE:
Your company is an authorised dealer of Maruti Suzuki India Ltd. for
selling Maruti Suzuki vehicles and spares and for providing workshop
facilities to the customers. Hence there is no special requirement of
energy and technology. The information under section 217 (1 )e of The
Companies Act, 1956 is nil.
7. PERSONNEL:
None of the employee of the company is in receipt of remuneration for
whole / part of the year exceeding the limit prescribed under section
217(2 A) of the Companies Act 1956. The company has continued to
follow the policy of creating healthy environment and work culture
resulting into harmonious inter-personnel relations. The relations with
employees remained cordial throughout the year.
8. DIRECTORS:
Mrs. Ravneet Kaur and Sh. Inderpal Singh has resigned on 1.07.2009. Sh
Rajnish Sharma and Sh. Ramesh Kumar retire at the forth coming Annual
General Meeting pursuant to Article 149 of Articles of Association of
the company and being eligible, offer themselves for reappointment.
9. LISTING:
The securities of the company are listed at Mumbai, Delhi, Ludhiana and
Ahamdabad Stock Exchanges. The Company has paid the listing fees for
the financial year 2009-10.
10. AUDITORS :
M/s Dalbir & Associates., Chartered Accountants are proposed for
re-appointment as Statutory Auditors of the company from the conclusion
of this ensuing Annual General Meeting till the conclusion of the next
Annual General Meeting.
11. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217 (2 AA) of the Companies
Act 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
1) In the preparation of the annual accounts for the financial year
ended 31st March, 2009, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2) The Directors have selected such accounting policies and applied
them consistently and made judgement and estimates that were 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 or
loss of the company for the year under review;
3) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
4) The Directors have prepared the accounts for the financial year
ended 31st March, 2009 on a going concern basis.
12. FOREIGN EXCHANGE EARNINGS AND OUT GO
Your company has neither earned any foreign exchange nor incurred any
expenditujH&of foreign exchange during the year under review.
13. CORPORATE GOVERNANCE
Pursuant to clause 49 of Listing Agreement with Stock Exchange(s), the
Company has complied with the provisions of Clause 49 as per the
schedule of implementation of Corporate Governance and Management
Discussion and Analysis report on corporate governance and auditors
certificate regarding compliance with corporate governance form part of
the annual report.
14. COMPLIANCE CERTIFICATE:
The Company has obtained a Compliance Certificate as required u/s 383A
of the Companies Act, 1956, which is attached herewith and it forms
part of the Directors Report.
15. ACKNOWLEDGEMENTS:
Your directors are pleased to place on record their sincere thanks to
the Maruti Suzuki India Limited, Punjab National Bank, Other financial
institutions and Business Constitutes for their continued valued
co-operation and support to the company. Your directors also express
their deep appreciation for the devoted and sincere services rendered
by workers, staff and executives at all levels of the operations of the
company during the year and we are confident that your company will
continue to receive such co-operation from them in future also.
By Order of the Board
For Hira Automobiles Limited.
Place: Chandigarh (Rahul Inder Singh Sidhu)
Date: 03.09.2009 Chairman
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