Hira Automobile Ltd Directors Report

TO, THE MEMBERS OF

HIRA AUTOMOBILES LIMITED

Your Directors have pleasure in presenting the 35 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, 2024.

FINANCIAL HIGHLIGHTS

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
Depreciation
Finance Charges	779.20	812.62
Depreciation & Amortization Expenses	134.10	136.61
Profit /Loss (-)Before Exceptional Item, Prior period adjustments and Tax	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 Surplus	67.85	75.05

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 and .

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. 67.85 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 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

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

33 Annual General Meeting till the 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.

Further the Auditors Report for the financial year ended on 31 March, 2024is 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

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 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

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. 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

INDEPENDENT DIRECTORS AND DECLARATION

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.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Companys 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 Committee	Category
Rupinder Kaur	Chairman	Independent/ Non - Executive
Harmandeep Singh	Member	Independent/ Non - Executive
Ravinder Singh Turna	Member	Independent/ Non - Executive

The date of meetings of committee and attendance of members is given in report on corporate governance attached with the report.

*** RECONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE AFTER THE CLOSE OF FINANCIAL YEAR

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 Committee	Category
Ms. Gurpreet Kaur	Chairman	Independent/ Non- Executive
Mr. Daljeet Singh	Member	Independent/ Non- Executive
Ms. Neha Sidhu	Member	Promoter/ Non - Executive

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 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 year-

Name of Directors	Position held in the Committee	Category
Rupinder Kaur	Member	Independent/ Non- Executive
Harmandeep Singh	Chairman	Independent/ Non- Executive
Ravinder Singh Turna	Member	Independent/ Non- Executive

The date of meetings of committee and attendance of members is given in report on corporate governance attached with the report.

*** 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 Committee	Category
Ms. Gurpreet Kaur	Chairman	Independent/ Non- Executive
Mr. Daljeet Singh	Member	Independent/ Non- Executive
Ms. Neha Sidhu	Member	Promoter/ Non - Executive

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.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

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 Committee	Category
Rupinder Kaur	Member	Independent/ Non- Executive
Harmandeep Singh	Member	Independent/ Non- Executive
Ravinder Singh Turna	Chairman	Independent/ Non- Executive

The date of meetings of committee and attendance of members is given in report on corporate governance attached with the report.

*** RECONSTITUTION OF STAKEHOLDERS RELATIONSHIP 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 Committee	Category
Ms. Gurpreet Kaur	Chairman	Independent/ Non- Executive
Mr. Daljeet Singh	Member	Independent/ Non- Executive
Ms. Neha Sidhu	Member	Promoter/ Non - Executive

SECRETARIAL AUDIT 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.

SHARES

a. Buy Back of Securities-The Company has not bought back any of its securities during the year under review.

b. Sweat Equity-The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares- 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.

ORDER OF COURT

There is no significant and material order passed by the regulators or courts or Tribunals impacting the going concern status and companys operation in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company and such internal financial controls are operating effectively. The Company has also appointed M/s. Rajbir Singh & Co., Cost and Management Accountant, Patiala as Internal Auditor as required under Section 138 of the Companies Act, 2013.

SHARES IN SUSPENSE ACCOUNT

I. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year=nil

ii. Number of shareholders who approached issuer for transfer of shares from suspense account during the year=nil

iii. Number of shareholders to whom shares were transferred from suspense account during the year=nil

iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year=nil

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year=nil

ii. Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year=nil

iii. Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year=nil

iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year=nil

MATERIAL VARIATIONS

The material variations between the projections and the actual utilization are not applicable.

CODE OF CONDUCT

The Code of Conduct of Hira Automobiles Limitedis 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.

COMPLIANCES OF ALL LAWS

The Board hereby states that the company has devised proper systems to ensure compliance of all laws applicable to the company.

COST RECORDS

The provisions of Section 148(1) of the Companies Act, 2013 for maintenance of cost records are not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

	For and on behalf of Board of Directors
	For HIRA AUTOMOBILES LIMITED
Sd/-	Sd/-
RAHULINDER SINGH SIDHU	NEHA SIDHU
CHAIRMAN AND MANAGING DIRECTOR	DIRECTOR
DIN: 00447452	DIN: 00460875
DATE: 31-08-2024
PLACE: CHANDIGARH