honda india power products ltd share price Directors report

To the Members,

The Board of Directors of your Company ("Board") is pleased to present the 38th Annual Report of Honda India Power Products Limited ("Company") for the Financial Year ended March 31,2023.

This report covers the financial results and other developments during the Financial Year ended March 31, 2023 and upto the date of the Board Meeting, held on May 12, 2023 to approve this report in respect of the Company.

1.A. Financial Highlights

(Rs. in Lakhs)

Particulars Year Ended
March 31, 2023 March 31, 2022
Revenue from Operations 1,24,629 1,15,629
Other Income 1,917 1,684
Profit before depreciation and exceptional items 15,368 11,858
Depreciation 2,078 1,852
Profit before exceptional items and tax 13,290 10,006
Profit before tax 11,540 10,006
Tax Expenses 3,031 2,553
Profit after Tax 8,509 7,453
Other Comprehensive Income (302) (2)
Total Comprehensive Income for the year 8,207 7,451
Balance of profit brought forward 53,491 47,054
Dividend 1,521 1,014
Balance carried to Reserves 60,177 53,491

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the "Act").

B. Results of Operations and the state of Companys affairs

Your Company achieved aggregate revenue from operations of 1,24,629 Lakhs in 2022-23 (as against 1,15,629 Lakhs in 2021-22). This marks a growth of 8% over the previous year. The Profit Before Tax and Exceptional item has grown up by 33%.

The catalysts for improved profitability include efficient utilization of available resources, efforts towards cost cutting and cost competitiveness and enhancing the sales of more profitable product segment.

The Board has pleasure to inform that the year 2022-23 was a significant year as your Company achieved accumulated production of 5 million units.

Discussion on the performance and state of the Companys affairs has been covered as part of the Management Discussion and Analysis which forms part of this Report and is annexed as Annexure-A.

2. Dividend

Your Directors recommend payment of dividend at the rate of 16.5 per equity share of the face value of 10/- each (165%) for the year ended March 31,2023. Dividend pay-out is in accordance with the Companys dividend distribution policy and will be payable, subject to approval of Members at the ensuing Annual General Meeting and deduction of tax at source, to those Shareholders whose names appear in the Register of Members as on the Record Date.

3. Dividend Distribution Policy

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI Listing Regulations can be accessed at public/ uploads/document/zlB5zhwbQA.pdf

4. Share capital

During the year under review, there was no change in the share capital of the Company.

5. Transfer of unclaimed dividend to Investor Education and Protection Fund

Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years shall also be transferred to the demat account of the IEPF Authority. The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years from the Financial Year 2014-15. Thereafter, the Company transferred such unpaid/unclaimed dividend and corresponding shares to IEPF.

Members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account/Fund, as the case may be, may claim the shares or apply for a refund by approaching the Company for issue of Entitlement Letter along with all the required documents before making an application to the IEPF Authority in Form IEPF - 5 (available on IEPF/corporates.html).

The Company will be transferring the dividend and corresponding shares for the Financial Year 2015-16 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred to above before they are transferred to the said Fund. The due dates for transfer of unclaimed dividend to IEPF are provided in the notes of 38th AGM Notice. Details of shares/ shareholders in respect of which dividend has not been claimed, are provided on website of the Company at The shareholders are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

No shares are lying with NSDL/CDSL in demat suspense account or unclaimed suspense account as on the date of this Report.

6. Environment Protection and Safety

Your Company strives to protect and preserve the environment by managing its operations and utilizing the resources using principles of sustainable development. Our products strictly meet the related regulatory and social norms. The health and safety management system of the Company covers all employees at all the locations. The Company has robust, well planned and dependable action plan for mitigation and elimination of any hazard, may it be natural or due to accident. The Associates at our plant, Head Office and Branch Offices participate in safety meetings, suggestion schemes etc. to ensure safe and healthy working environment.

Our long-established Safety and Environmental team works to ensure safety and environmental sustainability by regularly upgrading the operational standards and environmental management systems to comply with the applicable legal/ regulatory obligations. This extends to the Companys suppliers also.

A statement on environmental protection and safety, conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as Annexure-B and forms part of this Report.

7. Occupational health and safety

The Company considers occupational health and safety as a high- priority matter and a fundamental value to be upheld at all times by all people who work or visit its premises, to ensure that they remain safe and healthy. Strong technical and administrative systems have been developed to minimize risks and ensure the safety and well-being of the workforce.

8. Annual Return

Pursuant to Section 92(3) of the Act, Annual Return for previous Financial Years and draft Annual Return for the Financial Year 2022-23, to be filed with the Registrar of Companies (‘ROC), Ministry of Corporate Affairs, pursuant to Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is available on website of the Company at

9. Details of Board and Committee Meetings

The Board met five times during the year, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations and as per the Circulars issued by the Ministry of Corporate Affairs (‘MCA) and Securities and Exchange Board of India (‘SEBI). During the year under review, the Board accepted all the recommendations of the Audit Committee. Details of all the Committees of the Board have been given in the Corporate Governance Report.

10. Managing the Risks of Fraud, Corruption and Unethical Business Practices

Your Company has an efficient Whistle Blower Policy that provides a formal vigil mechanism for all Stakeholders to report genuine concerns about the unethical behaviour, actual or suspected frauds or violation of the Companys Code of Conduct or Ethics Policy. The Policy is in line with the Companys Code of Conduct, Vision and Values and forms part of good Corporate Governance. The said mechanism also provides for escalation of the issues to the Chairman of the Audit Committee in exceptional cases. The policy has in built safeguards against victimization.

The Whistle Blower Policy has been uploaded on the Companys website at uploads/document/fE65sfbg4p.pdf .

11. Risk Management

Although risk is an integral and unavoidable part of the any business but your Company is committed to proactively manage the available risk in operations, products and work place. Though risks cannot be eliminated fully, an effective risk management program ensures that risks are reduced, avoided or mitigated. Your company has developed and implemented a Board approved Risk Management Policy that ensures appropriate management of risks which aligns with its internal systems and culture. Moreover, it has a well-defined Risk Management framework that is designed to enable risks identification, assessment, mitigation, monitoring and reporting. The risk management process encompasses a spectrum of strategic, operational, financial and compliance risks that your company is exposed to. Further, it is also embedded across all the major functions of the organization.

With a view to review the adequacy and effectiveness of policies and management procedures and to monitor and assess Business

Risks of the Company, to ensure that the key risk areas were well identified and managed, the Company regularly updates the list of all potential and possible risks, considering the environment in which it operates. Further, as an annual practice, the Company during the Financial Year 2022-23 also, carried out a risk assessment covering all the functions across the organization. An extensive program of Internal Audits, process review and Management reviews further supports this process.

Risk Management Policy of the Company may be accessed at Companys website at the link https://www.hondaindiapower. com/admin/public/uploads/document/rghiGWR896.pdf.

12. Directors Responsibility Statement

Pursuant to the requirement of Clause (c) of Sub-section (3) of Section 134 of the Act, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable Accounting Standards have been followed and there are no material departures;

(b) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and Profit and Loss of the Company as at March 31,2023;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and

(g) the Company has complied with the Secretarial Standard-1 (Meetings of Board of Directors) and Secretarial Standard-2 (General Meeting) issued and amended, from time to time, by the Institute of Company Secretaries of India.

13. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

The Company has not made any investments or given loan or provided guarantee/security during the year under review in terms of Section 186 of the Act.

14. Auditors

i) Statutory Auditors

The Members at the 37th Annual General Meeting held on September 26, 2022, approved the appointment of M/s. B S R and Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022) for a term of 5 (five) years to hold office till the conclusion of the 42nd Annual General Meeting of the Company. The Statutory Auditors have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the Statutory Auditors. The report given by the Statutory Auditors on the Financial Statements of the Company forms part of the Annual Report. There is no qualification or any reservation given by the Statutory Auditors in their report expect one matter of emphasis. The Matter of emphasis read with note No. 31 (vi) of the Notes to accounts is self explanatory and does not need further explanations.

ii) Cost Auditors

As per Section 148 of the Act, read with Companies (Cost Records and Audit) Rules 2014, M/s Rakesh Singh and Co., Cost Accountants, have been re-appointed as Cost Auditors for the Financial Year 2023-24 to conduct cost audit of the accounts maintained by the Company under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by Members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

iii) Secretarial Auditor and Secretarial Audit Report

Pursuant to section 204 of the Act, M/s Saryu Munjal and Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the Financial Year 2022-23. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure -C to this report. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the Financial Year 2022-23 which call for any explanation from the Board of Directors.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. Saryu Munjal and Associates, Company Secretaries (Registration No.: S2020HR754900) as the Secretarial Auditor of the Company for the Financial Year ending March 31, 2024. The Company has received its written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditor has confirmed that it is not disqualified to be appointed as the Secretarial Auditor of the Company for the Financial Year ending March 31,2024.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported any instances of fraud committed against the Company by its officers or employees , the details of which would need to be mentioned in the Boards report in terms of Section 143 (12) of the Act.

15. Related Party Transactions

The Board of Directors has adopted a policy on Related Party Transactions. The objective is to ensure proper approval, disclosure and reporting of transactions as applicable, between your Company and any of its related parties. All contracts or arrangements with related parties, entered into or modified during the Financial period under review were on an arms length basis and in the ordinary course of the Companys business. All contracts or arrangements with related parties were entered into only with prior approval of the Audit Committee, except transactions which qualified as Omnibus transactions as permitted under law. Transactions with related parties, as per requirements of Indian Accounting Standard have been disclosed in the accompanying Financial Statements. The Companys Policy on Related Party Transactions, as adopted by the Board, can be accessed on the Companys website at the document/t398j8kCjn.pdf.

There were no Related Party Transactions made by the Company which may have potential conflict with the interest of the Company. The Company has a process in place to periodically review and monitor Related Party Transactions by the Audit Committee.

16. Adequacy of Internal Control over Financial Reporting

The Company has a well-defined and robust internal financial control system developed with a view to review and control the adequacy and effectiveness of management policies, processes and procedures. The Company has in place the globally acclaimed Enterprise Resource System (ERP) to ensure minimum manual intervention in handling data and transactions. Well laid out system has been designed for segregation of duties and to avoid the conflict in handling the financial transactions.

This is to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly. Internal controls are supplemented by an extensive programme of internal audits, review by Management and the Audit Committee and documented policies, guidelines and procedures. The Internal Control System is designed to ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Companys management has evaluated the operative effectiveness of these controls and noted no significant deficiencies or material weaknesses that might impact the Financial Statements as of March 31,2023.

17. Corporate Social Responsibility initiatives

At Honda India Power Products Limited, we believe that we have a responsibility to bring enduring positive value to communities we work with. In line with our core theme and vision to build ‘sustainable and inclusive communities, the Company focusses on following two key flagship CSR programs to provide basic, safe and hygienic infrastructure to students studying in Government schools:

- Upgrading the Government schools basic infrastructure along with education standard by developing / building classrooms, washrooms, Clean/purified Drinking Water facilities, Power Backup connection, Library, Solar Panel, Pathway, Computer Labs, Office Furniture, Hostel Building renovation and renovation/upliftment at identified locations.

- 360-degree support in training teachers, students, construction of classrooms, building, labs and providing furniture etc.

A brief outline of the Corporate Social Responsibility Policy of the Company and the initiatives undertaken on CSR activities during the Financial Year ended March 31,2023, is given in Annexure-J, forming part of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Composition of CSR Committee details are given in the Corporate Governance Report that forms part of this Annual Report.

The CSR Policy may be accessed on the Companys website at the link document/FA8tCPYKwf.pdf .

18. Criteria for appointment of Directors and remuneration to be paid to Directors, Key Managerial Personnel and other employees.

The Company has in place policies on ‘Criteria for Appointment of Directors and ‘Remuneration for Directors, KMPs and all other employees of the Company.

The policies suggest the Directors to be of high integrity with relevant expertise and experience so as to have a diverse and informed Board. In addition, these Policies further lay down the positive attributes/ criteria which the Nomination and Remuneration Committee take into consideration while recommending the candidature for the appointment as Director on the Board.

These policies may be accessed on the Companys website at the link document/0sH46gypAl.pdf .

19. Declaration of Independence

The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteria for independence as mentioned under Section 149(6) of the Act.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, are independent of the Management, possess requisite qualifications, experience, proficiency and expertise and they hold highest standards of integrity.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, (MCA) as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

20. Directors and Key Managerial Personnel

i) Retirement by Rotation

In accordance with the provisions of the Act, Mr. Noboru Sube (DIN 09269643 ), Whole Time Director of the Company will retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Necessary resolution for the re-appointment of Mr. Sube and disclosure in terms of the Secretarial Standard 2, the SEBI Listing Regulations, are given in the Notice convening the Annual General Meeting.

As per the confirmations received from Mr. Sube, he is not disqualified to be appointed as Director as specified in Section 164(2) (a) and (b) of the Act.

ii) Cessation of Directors

Mr. Takahiro Ueda, on successful completion of his assignment in the Company and further to his subsequent re-location to some other country, has resigned from the Board of Directors of the Company with effect from close of business hours on March 31,2023. Pursuant to his resignation, Mr. Ueda consequently ceased to be the CMD and President & CEO of the Company from the said date.

The Board places on record its appreciation for the assistance and guidance provided by Mr. Takahiro Ueda during his tenure as Director designated as CMD and President & CEO of the Company. The association of Mr. Takahiro Ueda with the Company was significant in terms of the growth of the Company.

iii) Appointment of Directors

It is our belief that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Keeping this in mind, the Board of Directors on recommendation of the Nomination and Remuneration Committee recommended the appointment of Directors as per the following details for approval by the Members:

1. Appointment of Mr. Shigeki Iwama (DIN 10075458) as a Director, to be designated as CMD and President & CEO of the Company.

2. Appointment of Ms. Kaori Osakada (DIN 10077646) as Non-Executive (Non-Independent) Director of the Company.

3. Appointment of Ms. Anuradha Dutt (DIN 00145124) as an Independent Director of the Company.

The Company, on April 13, 2023, has proposed the above appointments to the shareholders of the Company by way of Postal Ballot through e-voting. Voting results shall be updated on the website of the Company and on the Stock Exchange websites on or before May 16, 2023.

iv) Revision in remuneration of Whole Time Directors

In line with the Remuneration Policy of the Company and pursuant to the performance evaluation, professional background, experience and over all engagement of Mr. Vinay Mittal, Whole

Time Director of the Company, the Board of Directors in its Meeting held on March 28, 2023, on the recommendation of Nomination and Remuneration Committee, approved revision in remuneration of Mr. Vinay Mittal, Whole Time Director of the Company, from 01.04.2023 to 31.03.2024 (both days inclusive).

The said remuneration was proposed, through postal ballot, to Members on April 13, 2023 for their approval. Voting results shall be updated on the website of the Company and on the Stock Exchange websites on or before May 16, 2023.

21. Board/Directors Evaluation

In line with the evaluation criteria defined by the Nomination and Remuneration Committee (NRC) for the performance evaluation process of the Board, its Committee and Directors, including Independent Directors, the Board has carried out the annual evaluation of its own performance, performance of individual Directors and the working of its Committees.

The evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties, obligations, governance and transparency. A separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and exercise of independent judgment.

The Independent Directors met on February 06, 2023, to review performance evaluation of Non-Independent Directors and the Board of Directors as a whole and also of the Chairman.

The review concluded by affirming that the Board as a whole, its Committees as well as all its Members, individually, continued to make efforts and provide advice towards good governance, ensuring a constant improvement of processes and procedures.

22. Familiarization program imparted to Independent Directors

The Board Members are provided with necessary documents and reports to enable them to familiarize with the Companys procedures and practices. Periodic presentations are made at the Board and Committee meetings, on business and performance updates of the Company, business strategy risks involved, new initiatives, regulatory changes etc. and opinions and suggestions from the Board are sought accordingly.

Upon appointment, Independent Directors and Executive Directors are issued letters of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The induction process for Non-Executive Directors and Independent Directors includes interactive sessions with the management, business and functional heads, visits to plant etc. Details of familiarization program imparted to the Independent Directors are updated at investors/Familiarization %20Programme.

23. Board diversity

The Company recognizes the importance of a diverse board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, that will help us retain our competitive advantage.

24. Explanations or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their reports.

The Report of the Auditors on the Financial Statements of the Company is part of the Annual Report. The report is not qualified. There is one matter of emphasis in the audit report. The matter of emphasis read with note No. 31 (vi) of the notes to accounts is self explanatory and dose not need further explanation.

25. Other Disclosures:

During the year under review, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend, voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme; (d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016;(g) instance of one-time settlement with any bank or financial institution; (h) buy-back of its own securities and (i) issue of bonus shares .

26. Corporate Governance

The Company has a legacy of ethical governance practices and is committed to implementing sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value. A Report on Corporate Governance is annexed as Annexure-E and forms part of the Board Report.

The Auditors Certificate certifying the Companys compliance as stipulated under Schedule V of the SEBI Listing Regulations, is annexed as Annexure-I to the Boards Report.

27. Business Responsibility and Sustainability Report

The ‘Business Responsibility and Sustainability Report (BRSR) of your Company for the Financial Year ended March 31, 2023, as required under Regulation 34(2)(f) of the Listing Regulations, is annexed at Annexure - J and forms part of this Annual Report. Your Company continues to execute strong ESG proposition by working with all relevant stakeholders as well as in its own operations.

28. Sexual Harassment of Women at Workplace

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through supporting behaviors. A positive workplace environment and great employee experience is an integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment, your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.

Your Company has a Sexual Harassment Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Regular Training sessions are organized to make people aware of the existence of the system. During the year there was no complaint of sexual harassment that was reported.

29. a. Code of Conduct and Ethics

The Board of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Companys business ethically with responsibility, integrity, fairness and transparency. The framework sets out a guiding policy for concerned persons conduct in dealing with/ for the Company, fellow Directors and Employees. This Code is available on the Companys website and can be accessed at:

public/uploads/document/852tcJ8g4n.pdf. A declaration signed by CMD and President & CEO of the Company with regard to the compliance with the Code by the Members of the Board and Senior Executives is annexed as Annexure-G and forms part hereof.

b. Code of Conduct on Insider Trading

The Company has a comprehensive Code of Conduct in compliance with the SEBI Regulations on the prevention of Insider Trading. The Code lays down guidelines, which advise on procedures to be followed and disclosures to be made, while dealing in shares of the Company and cautions on the consequences of non-compliance. The Company organized various training sessions to give employees practical training on how to comply with insider trading laws.

30. Respecting Human Rights

Aspects of Human Rights such as child labour, forced labour and non-discrimination are covered by the Code of Conduct, diversity policy and various other applicable policies. The Company promotes respect for Human Rights through these policies and their adaptability in day-to-day operations.

31. Secretarial Standards

During the Financial Year, your Company has complied with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

32. Proceedings under the Insolvency and Bankruptcy Code, 2016

During the Financial Year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

33. Compliance Management

The Company strives for a fully compliant organization. For this purpose a legal Compliance Management System comprising of early warnings and escalation matrix is being used to track compliances with the applicable Regulations. A Report on compliances with the applicable laws/rules/regulations is submitted to the Board on a quarterly basis.

34. Particulars of Employees

Particulars on Remuneration Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure-K forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said Statement is open for inspection at the Registered Office of the Company, up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary at .

35. Material changes and commitments affecting the financial position of the Company after March 31, 2023

There were no material changes and commitments affecting the financial position of the Company after March 31,2023. Acknowledgements

The Board of Directors wishes to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express its sincere appreciation for the assistance and co-operation received from the Banks, Government and Regulatory Authorities, Stock Exchanges, Customers, Vendors, and Members during the year under review.

On behalf of the Board, for Honda India Power Products Limited,


Shigeki Iwama CMD and President & CEO (DIN 10075458)