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
https://www.hondaindiapower.com/admin/ 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 https://www.iepf.gov.in/ 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
https://www.hondaindiapower.com/investors/dividend-and-iepf. 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 https://www.hondaindiapower.com/investors/Annual%20Return.
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
https://www.hondaindiapower.com/admin/public/ 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
https://www.hondaindiapower.com/admin/public/uploads/ 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
https://www.hondaindiapower.com/admin/public/uploads/ 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
https://www.hondaindiapower.com/admin/public/uploads/ 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 https://www.hondaindiapower.com/
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: https://www.hondaindiapower.com/admin/
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 ho.legal@hspp.com .
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,
Sd/-
Shigeki Iwama CMD and President & CEO (DIN 10075458)
+91-9892691696
