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Honda Siel Power Products Ltd.

BSE: 522064 | NSE: HONDAPOWER |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE634A01018 | SECTOR: Electric Equipment

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

Dear Members,

The Directors are pleased to present the 33rd Annual Report together with Audited Financial Statements of the Company for the year ended March 31, 2018.

1. a) Financial Highlights

(Rs, in lakhs)

Particulars

Year Ended

March 31, 2018

March 31, 2017

Revenue from Operations

77,741

73,622

Other Income

1,547

1,617

Profit before depreciation and exceptional items

11,685

11,156

Depreciation

2,251

2,345

Profit before tax

9,434

8,811

Tax Expenses

3,293

3,033

Profit after Tax

6,141

5,778

Other Comprehensive Income

(31)

(63)

Total Comprehensive Income for the year

6,110

5,715

Balance of profit brought forward

28,754

23,772

Dividend

761

609

Tax on Dividend

155

124

Balance carried to Balance Sheet

33,948

28,754

b) Indian Accounting Standards (Ind AS)

The Company in line with the statutory requirement has adopted Ind AS w.e.f. April 01, 2017. Accordingly, Financial Statements for the Financial Year ended March 31, 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and Companies (Indian Accounting Standards) Rules, 201 5 and other relevant provisions thereof. Previous periods figures have been restated as per Ind AS to make them comparable. Accordingly, the financial highlights as stated above is an extract of the Financial Statements prepared in accordance with the said Standards.

c) Results of Operations and the state of Company’s affairs

Your company achieved aggregate revenue from operations of Rs, 77,741 lakh in 2017-18 (as against Rs, 73,622 lakh in 2016-17). This marks a growth of 5.6% over the previous year.

The year saw the introduction of 1HP Brush Cutter targeted for light duty users. Besides, the thrust on construction sector, led by promoting usage of advanced technology Gasoline Engines, is yielding results.

A detailed report on operations titled ‘Management Discussion and Analysis Report'' is annexed to the Board''s Report as Annexure-A and forms part hereof.

2. Dividend

Your Directors recommend a dividend of Rs, 9/- per equity share of Rs, 10/- each (90%) for the year ended 31st March 2018 (previous year 75%). The total outgo on this account (including dividend tax) will be Rs, 1,101 lakh.

3. Transfer of Amount to Investor Education and Protection Fund

In compliance with Section 125 of the Companies Act, 2013, the Company had transferred a sum of Rs, 3,55,184/- during the Financial Year 2017-18 to the Investor Education and Protection Fund established by the Central Government. The said amount represents unclaimed dividend which was lying with the Company for a period of seven years from the due date of payment.

At the beginning of the Financial Year, reminders for claiming/ encashing dividend lying with the Company as aforesaid were sent to all such shareholders prior to transferring the same to Investor Education and Protection Fund.

4. Transfer of Shares to the Investor Education and Protection Fund

In terms of provisions of Section 124(6) of Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, shares of the Company, in respect of which dividend entitlements have remained unclaimed for seven consecutive years or more, were transferred by the Company to Investor Education and Protection Fund during the year 2017-18.

In terms of aforementioned provisions/rules, individual notices were sent to concerned shareholders providing them an opportunity to claim dividend for the Financial Year 2009-10 onwards. The said notice alongwith the details of concerned shareholders was published in the leading newspapers having wide circulation. Details were also updated on the website of the Company (www.hondasielpower.com) simultaneously.

Details of the shares lying with NSDL/CDSL in demat suspense account or unclaimed suspense account are as under:

1.

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;

575 Number Shareholders holdings 35924 shares

2.

Number of shareholders who approached listed entity for transfer of shares from suspense account during the year;

2

3.

Number of shareholders to whom shares were transferred from suspense account during the year;

NIL

4.

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;

575 Number Shareholders holdings 35924 shares

5.

Voting rights

Frozen till the rightful owner claims the shares

5. Environment Protection and Safety

Your Company is committed towards protection and safety of environment. The Company is dedicated to serve all the people with ‘free, safe and comfortable life'' to expand their joys, lead social developments and fulfill qualitative improvement of life. All associates and other business partners strive towards controlling emissions, effluents and waste disposal arising out of manufacturing processes, product and services. Your Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all stakeholders.

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.

6. Occupational Health & Safety

Your Company believes in ‘Zero Harm''. The Company''s vision is to improve health and safety standards for the people associated with the Company and working in any capacity. Efforts are taken to minimize activities which may affect the health and safety in work place or adversely impact the life of communities living near our plant. To promote this, we are encouraging the use of renewable resources as well as recycled waste. Further, steps are taken for optimum utilization of plant, with least emission in terms of noise and pollution in environment.

7. Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is Annexed as Annexure-C and forms part of this report.

8. Details of Board Meetings

During the year five Board meetings were held. Compliance reports of all laws applicable to the Company were reviewed by the Board at each meeting.

The Board has been given presentations / briefed on areas covering operations of the Company, business strategy and risk management practices, before approving the quarterly / annual Financial Statements of the Company.

The agenda and notes thereon were circulated to Directors as per the requirement of relevant laws in the defined agenda format. All material information was incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it was not practicable to attach any document to the agenda i.e. the document which contains price sensitive information and in respect of which consent of the Board of Directors was obtained for providing the same at a shorter notice of less than 7 days, it was placed before the meeting with specific reference to this effect in the agenda.

The Company Secretary recorded minutes of proceedings of each Board and Committee meeting. Draft minutes were circulated to Board/Board Committee members for their comments. The minutes were duly entered in the Minutes Book within 30 days from the conclusion of the meeting.

During the year under review, Board Meetings were held as per the following details:

Date of the meeting

Total No. of Directors on the Board of Directors

No. of Directors attended the meeting

May 15, 2017

8

6

August 04, 2017

8

7

September 08, 2017

8

8

November 16, 2017

8

8

February 12, 2018

8

7

No resolution by circulation was passed by the Board of Directors during the Financial Year 2017-18.

All statutory and other important items/ information were placed before the Board for approval/review.

9. Committees of the Board

The details of composition of the Committees of the Board

i.e. Audit Committee; Stakeholders Relationship Committee; Nomination and Remuneration Committee; Corporate Social Responsibility Committee; Board Committee on Financial

Matters and Risk Management Committee, brief terms of reference thereof and details of meetings held and attended by the Members during the year are provided in the Report on Corporate Governance forming part hereof as Annexure-F.

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

The Company has formulated following policies with a view to adhere to ethical standards in order to ensure integrity, transparency, independence and accountability in dealing with all stakeholders:

a.) Vigil Mechanism / Whistle Blower Policy

As per the provisions of Section 177(9) of the Companies Act, 2013 read with Rules thereof and Regulation 4(2)(d)

(iv) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in line with the commitment of the Company to highest standards of ethical, moral and legal business conduct and transparent approach, the Vigil Mechanism/ Whistle Blower Policy in the name of Business Ethics Proposal Line (BEPL) has been established.

For the effective implementation of the policy, the Company has constituted a Business Ethics Committee (BEC)comprising of directors/ senior executives, to customer provide an opportunity to all Directors, Associates, Vendors, Customers to access BEC in good faith, in case an unethical or improper practice in the Company is observed.

The detailed policy is posted on the Company''s website at https:// www.hondasielpower.com.

b.) Risk Management Policy

The Company has in place the Risk Management Process/ Policy. The key risk areas are monitored and assessed prudentially and effectively.

To have the best practice/procedure within the Company, during the year under review the said policy has been revised to align with the Honda Global Risk Management Policy. The risk reporting channels, crisis level reporting criterion and response structure thereof was, inter-alia, established through the medium of such revision. Risk awareness sessions were conducted to improve employees'' awareness of possible risks and management thereof.

With a view to review the adequacy and effectiveness of policies and management procedures for providing a sound internal control framework over the Company''s major business processes, an extensive programme of Internal Audits and Management Reviews support the same.

Further, in pursuance to Section 177(4)(vii) of the Companies Act, 2013, Regulation 18(3) and Schedule II Part- C of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Audit Committee reviews and evaluates the internal financial controls and risk management system of the Company.

Risk Management Policy of the Company may be accessed at Company''s website at the link https://www.hondasielpower.com.

11. Directors’ Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the Annual Accounts for the year ended March 31, 2018 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, 2018.

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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), Secretarial Standard-2 (General Meetings) issued and amended from time to time, by the Institute of Company Secretaries of India.

12. Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

The Company has not made any loans, guarantees or investments under Section 186 of the Companies Act, 2013 during the year under review.

13. Auditors

i) Statutory Auditors

The Company in its 32nd Annual General Meeting held on August 04, 2017 approved the appointment of M/s. Price Waterhouse Chartered Accountants LLP (FRN 012754N/ N500016), as the Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company.

The Report of the Auditors on the Financial Statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

ii) Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Rakesh Singh & Co., Cost Accountants as Cost Auditors of the Company for the Financial Year 2018-19. M/sRakeshSingh&Co., have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years. A certificate from M/s Rakesh Singh & Co., Cost Accountants has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013 and Rules framed there under.

Their remuneration as mentioned in the Notice convening 33rd Annual General Meeting shall be subject to the approval of the Members.

iii) Secretarial Auditor and Secretarial Audit Report

The Secretarial Audit was carried out by M/s TVA & Co. LLP, Company Secretaries, for the Financial Year 2017-18.

The Report given by the Secretarial Auditors is annexed as Annexure - D and forms an integral part of this Board''s Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

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. TVA & Co., LLP, as the Secretarial Auditors of the Company for the Financial Year ending March 31, 2019. M/s TVA & Co., LLP has confirmed that their appointment as Secretarial Auditor of the Company is in accordance with the applicable provisions of the Act and rules framed there under.

14. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, all related party transactions are entered into, on arm''s length basis, in the ordinary course of business.

Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee has been obtained for all related party transactions. Omnibus approval was obtained for un-foreseen transactions. A report on the transactions, specifying the nature, value and terms and conditions of the same, done during the quarter vis- a-vis the approval granted were presented to the Audit Committee on a quarterly basis for its review. The transactions which were likely to cross materiality threshold, as prescribed, were placed before the Members for their approval.

The Related Party Transactions Policy, as approved by the Board, may be assessed at the Company''s website at https://www.hondasielpower.com.

15. Details in respect of adequacy of Internal Control over Financial Reporting

The Company has Internal Control over Financial Reporting (ICOFR) framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use and embezzlement, executing transactions with proper authorization and ensuring compliance with corporate policies.

The systems, standard operating procedures and controls are implemented by the Company, reviewed by the Internal Auditors whose findings and recommendations are placed before the Audit Committee. The Internal Auditors in association with the Management of the Company develop an annual audit plan based on the risk profile of the business activities. The Internal Audit plan is approved by the Audit Committee, which also reviews compliance to the plan. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at specified locations of the Company. Based on the report of internal auditor, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee reviews the reports submitted by the Internal Auditors in each of its meeting.

The controls, based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on ICOFR over Financial Reporting has been reviewed by the Internal and Statutory Auditors.

16. Corporate Social Responsibility initiatives

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure-E.

Your company collaborated with CII and contributed in social development projects of Uttar Pradesh Government for the enhancement of Government school''s infrastructure. The Company also contributed to Prime Ministers National Relief Fund to support Government''s noble cause.

The CSR Policy may be accessed on the Company''s website at the link https://www.hondasielpower.com.

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

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

The policies, inter-alia, stipulates the Directors to be of high integrity with relevant expertise and experience so as to have a diverse Board. The Policies further lay down the positive attributes/ criteria which the Nomination and Remuneration Committee takes into consideration while recommending the candidature for the appointment as Director.

The Policy on ‘Criteria for appointment of Directors'' and ‘Remuneration to be paid to Directors, Key Managerial Personnel (KMP) and other employees etc.'' may be accessed on the Company''s website at the link https://www.hondasielpower.com.

18. Criteria of Independence

The Nomination and Remuneration Committee assesses the independence of Directors at the time of appointment/ re- appointment pursuant to the criteria laid down by the Company in line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Determination of independence is being re-assessed when any new interests or relationships are disclosed by a Director.

19. Declaration by Independent Directors

The Board of your Company consists of Dr. Dharam Vir Kapur, Mr. Ravi Vira Gupta, Mr. Manoj Arora and Ms. Alka Marezban Bharucha as Independent Directors. These Directors have confirmed that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the Rules there under.

20. Directors and Key Managerial Personnel (KMP)

i) Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and applicable Regulations issued by the Securities & Exchange Board of India, Mr. Siddharth Shriram (DIN 00027750), Chairperson 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. Shriram and disclosure in terms of the Secretarial Standard 2 (General Meetings), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are given in the Notice convening the Annual General Meeting.

As per the confirmation received from Mr. Shriram, he is not disqualified for being appointed as Director as specified in Section 164(2) (a) and (b) of the Companies Act, 2013.

ii) Revision in remuneration

The Board of Directors in its Meeting held on May 24, 2018, on the recommendation of Nomination and Remuneration Committee at its Meeting held on the same day, approved revision in remuneration of Mr. Vinay Mittal from 01.04.2018 to 31.03.2019 (both days inclusive).

As per the confirmation received from Mr. Mittal, he is not disqualified for being appointed as Director as specified in Section 164(2) (a) and (b) of the Companies Act, 2013.

Revision in remuneration of Mr. Vinay Mittal from 01.04.2018 to 31.03.2019 (both days inclusive), as per the details provided in the Notice convening the Annual General Meeting, is recommended for your approval.

21. Board/Directors’ Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”). The performance of the Board and Committees thereof was evaluated on the basis of the criteria such as the composition and structure, effectiveness of processes, information, involvement of the Members and functioning etc. The Board and the Nomination and Remuneration Committee reviewed performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive discussion and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The review concluded by affirming that the Board as a whole, the Committees of the Board as well as all of its Members, individually, continued to display commitment to good governance, ensuring a constant improvement of processes and procedures. It was further acknowledged that every individual Member of the Board and the Committee thereof contribute its best in the overall growth of the organization.

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

There were no qualifications, reservations or adverse remarks by the Auditors in their respective reports.

23. Deposits

The Company has not accepted any deposits from the public/ members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

24. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

25. Sweat Equity

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

26. Bonus Shares

No Bonus Shares were issued during the year under review.

27. Employees Stock Option Scheme

The Company has not provided any Stock Option Scheme during the year under review.

28. Significant and material orders passed by the regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations.

29. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the same. The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law and had proactively adopted many provisions of the new law, in time. A separate section on Corporate Governance is annexed to this report as Annexure - F.

The Auditors'' Certificate certifying the Company''s compliance with the requirements of Corporate Governance in terms of the Listing Regulations, is annexed as Annexure - I. and forms part of the Boards'' Report.

30. Sexual Harassment of Women at Workplace.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘SHWW Act''), your Company has a robust mechanism in place to redress complaints reported under it. An Internal Complaint Committee (ICC) has also been set up to redress complaints received on sexual harassment. In the Financial Year 2017-18 no case of sexual harassment was reported in the Company. During the course of the year, several initiatives were undertaken to demonstrate the Company''s zero tolerance philosophy against sexual harassment, which included creation of comprehensive and easy to understand training.

31. 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 Company''s business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one''s conduct in dealing with the Company, fellow Directors and Employees and in the environment in which the Company operates. The Code is available on the Company''s website www.hondasielpower.com. A declaration signed by 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.

32. Particulars of Employees

Particulars of employees and the ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - J hereof. Particulars of employees under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, in terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding this statement. The details are available for inspection by the Members at the Registered Office of the Company during working hours on working days for a period of 21 days before the ensuing Annual General Meeting. However, a copy of the Statement shall be made available to any member on demand.

33. Material changes and commitments affecting the financial position of the Company after March 31, 2018

There were no material changes and commitments affecting the financial position of the Company after March 31, 2018.

Acknowledgements

Your Directors wish to thank and acknowledge with gratitude the co-operation, assistance and support received from the Central Government, State Government of Uttar Pradesh, Company''s Bankers, Shareholders, Dealers, Vendors, Indian and Japanese Promoters of the Company and other Business Associates in the management of affairs of the Company.

The Directors also wish to place on record their sincere appreciation and gratitude towards the contribution made by each and every associate of the Company.

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

Siddharth Shriram

Chairman

Director’s Report