Hira Automobile Ltd Directors Report

HIRA AUTOMOBILES LIMITED

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Your Directors have pleasure in presenting the 36 Boards 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.

FINANCIAL HIGHLIGHTS

Standalone		(Rs. In Lakhs)
Particulars	F.Y. 2024-25	F.Y. 2023-24
Total Income	21150.58	26245.88
Profit Before Interest and	1001.01	1036.94
Depreciation
Finance Charges	776.68	779.20
Depreciation & Amortization	127.22	134.10
Expenses
Profit /Loss (-)Before Exceptional	97.11	123.64
Item, Prior period adjustments and
Tax
Exceptional Item	0.00	-2.36
Prior period adjustments		0.00
Profit/Loss (-) Before Tax	97.11	121.28
Tax Expense	18.99	53.43
Net Profit /Loss (-) After Tax	78.12	67.85
Surplus carried to Reserve and	78.12	67.85
Surplus

STATE OF COMPANYS 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.

ADOPTION OF IND AS

The Company has adopted Indian Accounting Standards (Ind AS) and Annual Financial Statements for the current financial year have been prepared in accordance with the Indian Accounting Standards ("IND AS ") as prescribed under the Companies (Indian Accounting Standards) Rules as amended from time to time notified under Section 133 of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS

There has been no change in the business activities of the Company during the year under report.

DIVIDEND

The Board of Directors has not recommended any dividend this year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry profit of Rs. 78.12 Lakhs to its reserves and surplus account.

CHANGES IN SHARE CAPITAL

There is no change in authorized, issued and paid up share capital of the Company during the year under report.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company and the provisions regarding disclosure of names of companies which ceased to be the subsidiary, joint venture or associate companies are not applicable.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year and there is no unclaimed dividend.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the period from the end of the financial year to which these financial statements relate and on the date of this report.

ANNUAL RETURN

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

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FY 2022-23 to FY 2026-27 to hold office from the conclusion of 33 Annual General Meeting till the

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conclusion of 38 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.

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Further the Auditors Report for the financial year ended on 31 March, 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.

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in Form No. AOC-2 for your kind perusal and information.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Outgo is provided in annexure herewith.

RISK MANAGEMENT

The Company has insurance policy for all the assets of the Company and all the insurance policies are renewed well in advance.

DIRECTORS AND KMP

Following changes have occurred in the constitution of Board of Directors and KMP of the company during the current Financial Year.

		CATEGORY/	DATE OF	DATE OF
SN
	NAME	DESIGNATION	APPOINTMENT	RESIGNATION
1	Ms. Gurpreet Kaur	Independent Director	31.08.2024	NA
2		Independent Director	31.08.2024	NA
	Mr. Daljeet Singh
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

DEPOSITS

The company has not accepted or renewed any deposits during the year and there are no unclaimed or unpaid deposits at the end of the financial year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

PARTICULAR OF EMPLOYEES

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is attached herewith. Further, information required under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is nil as no employee of the Company is in receipt of remuneration as stated therein.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

SECRETARIAL STANDARDS

The Directors state that the Company has complied with both the applicable Secretarial Standards i.e. SS- 1 and SS-2 relating to Meetings of the Board of Directors and General Meetings, respectively.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of M/s. Mohan Juneja& Co., Chartered Accountants, Patiala, Statutory Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated in the SEBI(LODR) Regulations, 2015 with the 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 Companys 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 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
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.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the companys 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 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 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.