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The Hi-Tech Gears Ltd.

BSE: 522073 | NSE: HITECHGEAR |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE127B01011 | SECTOR: Auto Ancillaries

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

Dear Members,

The Directors have great pleasure in presenting the 32nd Annual Report of your Company, together with the audited financial statement of accounts of the company for the financial year ended 31st March, 2018. Further, the consolidated performance of the company and its subsidiaries has been referred to wherever required.

Financial Results

The highlights of the standalone and consolidated financial performance of the Company are as under:-

(Rs. In lakhs)

Particulars

Consolidated

2017-2018

2016-2017

2017-2018

2016-2017

Revenue from Operation

53,838.17

49,192.72

75,968.11

51,489.58

Other Income

1,318.89

591.11

1,980.99

651.6

Total Income

55,157.06

49,783.83

77,949.10

52,141.18

Profit before Depreciation, Interest & Taxes (PBDIT)

8,374.24

6,059.66

11,445.51

6,280.94

Depreciation

2,629.78

2,507.62

3,942.5

2,615.04

Profit before Interest & Taxes (PBIT)

5,744.46

3,552.04

7,503.01

3,665.90

Financial Charges

905.72

294.10

2,351.19

408.09

Profit before Taxes (PBT)

4,838.74

3,257.94

5,151.82

3,257.81

Provision for Taxes

1,647.5

1,170.38

1,727.48

1,243.88

Profit after tax (PAT)

3,191.24

2,087.57

3,424.34

2,013.93

Balance of profit brought forward

19,567.32

18,063.42

18,270.56

18,063.42

Balance available for appropriation

22,788.03

20,189.59

22,828.15

18,892.83

Dividend

516.12

516.12

516.12

516.12

Tax on dividend

105.08

106.15

105.08

106.15

Balance Surplus in P & L Account

22,166.83

19,567.32

22,206.95

18,270.56

Paid-up Equity Share Capital

1,876.80

1,876.80

1,876.80

1876.80

Earnings Per Share (EPS)

17.00

11.12

18.25

10.73

General Information

India has emerged as the fastest growing major economy in the world in last few years. Financial Year 2018 marked with both excitement and challenges for the Indian economy. Though there were some adverse conditions but India’s economy started to recover after a slowdown caused by demonetization, followed by Government’s courageous decision to implement GST effective July last year. Indeed, growth has been accelerating, covering roller coaster of 5% to above 7%, within the same financial year and closed at 6.6%. Growth in India is projected to increase to 7.4 % in FY 2019 and 7.8 % in FY 2020, lifted by strong private consumption and business friendly government policies.

One of the major job creators, Indian automobile industry is fulfilling its duty well. In parallel, it is biggest FDI earner, GDP contributor. After seeing challenging times, the industry is now in growth mode from last few years. All segments of the automobiles registered good amount of growth the domestic sales of Passenger Vehicles and Commercial Vehicles grew by 7.89% and 19.94 % respectively, during April- March 2018. Two Wheeler remained the spot light with 14.80% growth in domestic sales. Within the Two Wheeler segment, the sales of Scooters/ Scooterette and Motorcycles grew by 19.90% and 13.69% respectively while sales of Mopeds declined by (-) 3.48 in FY 2017-18 over FY 2016-17.

The Indian automobile industry is closely linked to the country’s Gross Domestic Product (GDP) growth. The overall automobile exports increased by 16.12 %. While Three Wheelers and Two Wheelers registered a growth of 40.13 % and 20.29 % respectively, exports of Passenger Vehicle and Commercial Vehicles declined by (-) 1.51 % and (-) 10.53 % respectively in April-March 2018 over April-March 2017.The Indian auto components industry is going through a transformational period with the concept of mobility changing continuously. The prospects of the Industry is to benefit over next years are good. As you may aware that the Indian auto industry is poised to become the fourth largest manufacturer of automobiles globally by 2020 after China, the US and Japan. Not to mention, India is currently the world’s second largest two-wheeler manufacturer.

State of Company Affairs

Your Company is one of the few industrial enterprises which have become a world-class Indian brand with a green and sustainable strategy of growth, despite an increasing volatile economic and business environment. Besides being cost competitive, delivering to strict schedules and adhering to high quality standards are the main keys of success for auto component manufacturers, especially to enter into and grow export markets. Your company possesses all the above skills and is appreciated by customers all over the world. Keeping this in mind, your company is today tapping new geographies due to the high potential available in the export markets. Detailed information on the operations and on the state of affairs of the Company are majorly covered in the Management Discussion & Analysis Report, forming part of this report. The performance of the Company was in line with the growth of Auto Industries. During the FY 2017-18, the total revenue stood at Rs. 55,157.06 lakhs as compared to Rs. 49,783.83 lakhs in the last FY 2016-17, registering a growth of 10.79%. The profit before tax stood at Rs 4,838.74 lakhs as compared to Rs 3,257.94 lakhs in previous year. Similarly, the Net profit after tax of the Company is Rs. 3,191.24 lakhs as compared to Rs 2,087.57 lakhs in previous year, registering robust growth of 52.87%.

On a consolidated basis, the total revenue was Rs. 77,949.10 lakhs as compared to Rs. 52,141.18 lakhs in the previous FY. Similarly, the Net profit after tax was Rs. 3,424.34 lakhs as compared to Rs. 2,013.93 lakhs in previous FY.

At the export front, the Company also did well and recorded an export turnover of Rs. 10,343.82 Lakhs as compared to Rs. 10,517.53 Lakhs in the previous year, hereby recorded an increase by 24.02% as compared to the percentage during the same period in the previous year. The total export turnover now 23.64% of the total turnover of the Company.

Your Company expects to benefit over the next period from its good business linkage with OEMs, due to its healthy operating efficiencies. In view of this, the long term prospects of your Company are bright.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 (‘the Act’) and IndAS-110 on Consolidated Financial Statements, read with IndAS-28 on Investments in Subsidiaries outside India, the Audited Consolidated Financial Statements for the FY ended March 31, 2018 are provided in this Annual Report.

Share Capital

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 1876.80 Lakhs. During the year under review, the Company has not issued shares or granted stock options or sweat equity.

Dividend

During the year under review and based on the performance of the company, an interim dividend of 15% i.e. Rs. 1.50 per equity share amounting to Rs. 281.52 Lakhs was declared and paid, the same is being confirmed at the forthcoming AGM. Further, the Directors have now recommended to the shareholders a final dividend for the FY 2017-18 of 20% i.e. Rs. 2.00 per equity share, resulting in an another payout of Rs. 375.36 Lakhs. The total dividend payout stands at Rs. 656.88 Lakhs (Previous year Rs. 469.20 Lakhs) & tax on dividend comes to Rs 134.99 Lakhs (Previous year Rs. 95.52 Lakhs).

If the final dividend on the shares as, recommended by the Board of Directors, is approved by the shareholders in their forthcoming 32nd Annual General Meeting of the company, payment of such dividend will be made to those members whose names appear in the Register of Members as per Book closure dates mentioned in the shareholder’s information.

Change in the nature of business

There was no change in the nature of the business of the company during the financial year 2017-18.

Directors Responsibility Statement

In terms of section 134(3) (c) & 134 (5) of the Companies Act, 2013, and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

(a) that in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any,

(b) that such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit of the Company for the year ended on that date,

(c) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities,

(d) that the annual financial statements have been prepared on going concern basis,

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

(f) that the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Details of Internal Financial Controls with reference to the Financial Statement

In view of the requirement of the Companies Act, 2013, the Company has successfully documented its Internal Financial Controls (IFC). This ensures orderly and efficient conduct of its business, including adherence to Company policies, safeguarding of its assets, accuracy, prevention of errors & completeness of the accounting records and the timely preparation of reliable financial information. The Internal Financial Controls with reference to the Financial Statements were adequate and operating effectively.

Further, the Company has adopted Indian Accounting Standard (IndAS) with effect from April 01, 2017 and accordingly standalone un-audited quarterly financial results for the quarters during the financial year have been prepared in accordance with the recognition and measurements laid down in IndAS and prescribed under section 133 of the Companies Act, 2013 read with relevant rules issued thereunder.

Details of Subsidiary/Joint Ventures/Associate Companies During the financial year 2017-18, the Company incorporated a Wholly Owned Subsidiary Company in US in the name of “Neo-Tech Auto Systemz Inc.” and subscribed 10,00,000 common shares of CAD $ 0.01 each.

As on March 31, 2018, the Company has Eight (08) Wholly Owned Subsidiaries (including step-down subsidiaries) in Canada and US viz. 2545887 Ontario Inc. (“254”), 2504584 Ontario Inc. (“250”), 2323532 Ontario Inc. (“232”), Teutech Industries Inc., Teutech Holding Co., Teutech Leasing Co., Teutech LLC and Neo-Tech Auto Systemz Inc. (Seven (07) subsidiaries as on March 31, 2017). There has been no material change in the business of the subsidiaries. There is no reverse investment by the subsidiary companies in the share capital of the Company.

The Board have duly reviewed the affairs of the subsidiary companies, from time to time wherein, “254” and “Teutech” are considered to be ‘Material Subsidiary’ companies, pursuant to provisions of Regulation 24 of the SEBI (LODR) Regulations, 2015. Further, there is no material change in the subsidiary companies and the Company has taken note of all the significant transactions and arrangements entered into by its subsidiaries. The other financial and vital details related to subsidiaries are provided in MGT-9 (Extract of Annual Return) & AOC-1 (Statement containing salient features of the financial statement of subsidiaries) attached to this Report, pursuant to section 129(3) and section 136 of the Companies Act, 2013 and rules made thereunder.

In accordance with the provisions of the Companies Act, 2013 and applicable accounting standards the standalone and consolidated financials together with the reports of Statutory Auditors are provided in the Annual Report.

Directors, Key Managerial Personnel’s and Evaluation

The Board is duly constituted with proper balance of Executive, NonExecutive, Independent Directors & Whole Time Directors. The Independent Directors have given declaration regarding their meeting of criteria of independence as provided in section 149(6) of the Companies Act, 2013. The other information is as under:-

a. Retire by Rotation

Independent Directors are not liable to retire by rotation. Pursuant to the provision of Section 152(6) of the Companies Act, 2013 Mr. Bidadi Anjani Kumar (DIN: 00022417), Non Executive Director, being longest in the office, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for the reappointment.

b. Key Managerial Personnel

All Whole Time Directors such as Mr. Deep Kapuria, Executive Chairman, Mr. Pranav Kapuria, Managing Director and Mr. Anuj Kapuria, Executive Director are regarded as KMPs, in addition to Chief Financial Officer (C.F.O.) and Company Secretary (C.S.).

c. Independent Directors

The Board has 6 (Six) Independent Directors, including one Woman Director, representing diversified fields and expertise. Details are provided in the appropriate section of the Corporate Governance Report.

The Independent Directors have submitted their declarations of independence, as required pursuant to provisions of section 149(7) of the Act and the Listing Regulations, stating that they meet the criteria of independence as provided in sub-section (6) of section 149 of Companies Act, 2013 and Listing Regulations.

d. Meetings of the Board

The Board met 5 (five) times during the period 2017-18 to conduct the operations of the Company. The details are given in the Corporate Governance Report, which forms part of this Annual Report. It is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

e. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board carried out an formal annual performance evaluation of its own performance, the Chairman, directors individually and the working of the different committees. Such evaluation was done through the established evaluation framework suggested by the NRC and the SEBI Guidance Note. The framework included different tools such as individual questionnaire, covering various information required to have the evaluation. All the layers of the Board, such as Board, Committees and the Independent Directors performed their part by evaluating the performances of the holders as mandated.

Auditors

a) Statutory Auditors

M/s O P Dadu & Co., Chartered Accountants, (Firm Registration No. 001201N) the Statutory Auditors of the Company, which was appointed in the 31st Annual General Meeting for the period of five years till the conclusion of 36th Annual General Meeting of the Company to be held in the year 2022-23 subject to their ratification by the shareholders of the Company at every Annual General Meeting of the Company at a remuneration as may be decided by shareholders. They have furnished a certificate confirming the eligibility under section 141 of the Companies Act, 2013 and Rules made thereunder.

Pursuant to the provisions of Companies (Amendment) Act, 2017 read with MCA notification dated 07th May, 2018, which provides that the requirement of the ratification of a Statutory Auditor at every annual general meeting of the company has been omitted. Therefore, no resolution shall be taken into for the ratification of a statutory Auditor at the forthcoming 32nd Annual General Meeting of the Company.

The Auditors’ Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Act with respect to the point no. (vii) (b) in Annexure “A” to Auditors’ Report relating to non deposit of disputed taxes. The Board wishes to inform that those matters are related to regular income tax matters for which the Company has preferred appeal to Appellate Authorities. The necessary explanations are also provided in Note 39A(2) to the Standalone Financial Statements. The rest of report by the Statutory Auditors is self explanatory. Please refer to the Notes to Accounts, wherever necessary.

b) Cost Auditors

The provisions relating to section 148(1) read with rules are applicable, accordingly cost accounts and records are made and maintained.

Further, as per Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors have on the recommendation of the Audit Committee, approved the re-appointment of M/s. Kabra & Associates, Cost Accountants as the Cost Auditors of the Company for the year ending 2018-2019. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your approval for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting. Accordingly, a resolution seeking approval by members for the remuneration payable to M/s Kabra & Associates is included in the Notice convening 32nd Annual General Meeting.

c) Secretarial Auditor

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards.

As per Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board’s Report, a Secretarial Audit Report provided by a Company Secretary in Practice, in the prescribed format. The Board of Directors appointed M/s Grover Ahuja & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company and their report is annexed to this Board report (Annexure-I). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors under the Act.

Internal Control Systems and its Adequacy The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of Internal Auditors are defined and reviewed by the Audit committee. Internal Auditors present their quarterly report to the Audit Committee, highlighting various observations, system and procedure related lapses, if any and corrective actions being taken to address them.

Investor Education and Protection Fund (‘IEPF’)

Pursuant to section 124, 125 and applicable provisions of the Companies Act, 2013 and Rules made there under, all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF after the completion of seven years from the date of declaration of dividend. Similarly, the MCA has notified Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 effective from 7th September 2016 which provide that, the shares in respect of which dividend has not been claimed or unpaid by the shareholders for seven consecutive years or more shall also be transferred to the demat account(s) to be prescribed by the IEPF Authority.

The details of such dividend and shares transferred pursuant to the aforesaid provisions are provided in General Shareholder information section at point No. 10 of Section XII of Corporate Governance Report and Note No. 8 of the Notice of ensuring 32nd Annual General Meeting.

In terms of the said Rules and the amendment thereof vide notification dated 28th February, 2017 and 13th October, 2017, the necessary communications have been made to the respective shareholders whose shares were required to be transferred to the IEPF so as to enable them to claim their dividend attached to such shares before such dividend and shares are transferred to IEPF and further, the necessary information in this regard is available on the website of the Company i.e. www.thehitechgears.com for the convenience of the shareholders.

In view of this, those shareholders whose dividend is unpaid or unclaimed must claim it at the earliest. The equity shares once transferred into IEPF can only be claimed by the concerned shareholder from IEPF Authority after complying with the procedure prescribed under the Rules and any amendment thereof.

Accordingly, during the financial year 2017-18, the Company has transferred 10,420 and 821 equity shares to the IEPF Authority, in two tranches in respect of which the amount of dividend has not been claimed or unpaid for the consecutive seven years to the concerned shareholders from the date of declaration respectively. A list of such cases is available at the company website.

Extract of Annual Return

As required pursuant to section 92(3) & 134 (3) (a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-9 as a part of this Annual Report as Annexure II.

The Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo

Details of Energy Conservation, Technology Absorption, Research & Development activities undertaken by the Company and foreign exchange earnings and outgo of the Company and other information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given in Annexure III, to this Report.

Report on Corporate Governance

The Report on Corporate Governance is given separately and forming part of this report and the certificate from the Statutory Auditors confirming compliance with the provisions of Corporate Governance as stipulated in Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached to the report.

Management Discussion & Analysis Report

The Management Discussion & Analysis Report is given separately and forming part of this report together with its contents.

Risk Management Policy

Pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provisions of constituting Risk Management Policy are not applicable to the Company.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder the Company have adopted & developed a Policy covering the activities mentioned in Schedule VII of Companies Act, 2013, upon the recommendation of CSR Committee. Implementation of the policy is undertaken under the guidance of Committee and a brief of the Corporate Social Responsibility is provided in Annexure-IV.

Particulars of contracts or arrangements with related parties

All transactions entered by the Company with the parties, which may be regarded with related parties, were considered to be in the ordinary course of business and on the arm’s length basis. As provided under section 134(3)(h) of the Act and Rules made thereunder, disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as Annexure-V. Disclosures on related party transactions are also set out in Note No. 37 to the financial statements. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link www.thehitechgears.com.

Electronic Clearing Services (ECS)

As per the circular issued by Securities & Exchange Board of India (SEBI), companies should mandatorily use the facility of Electronic learing Services (ECS), for distribution of dividends to its members. This facility provides to the members an opportunity to receive dividend amount directly in their bank accounts. For availing this facility, members holding shares in physical form may send their duly filled ECS mandate form to the Company’s Registrar and Share Transfer Agent (RTA). Members are holding shares in dematerialized form may kindly note that their bank account details as furnished to their depositories will be taken for the purpose of ECS and the Company.

Postal Ballot

During the financial year 2017-18, no Resolution was required to be passed through postal ballot. Similarly, at the forthcoming Annual General Meeting, there is no item for approval through Postal Ballot is being placed.

Code of Conduct of Insider Trading

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders. This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information (“UPSI”) by designated persons.

In accordance with such Code of Conduct, the Company closes its trading window for Designated Persons from time to time. The trading window is also closed during and after occurrence of price sensitive events as per the said Code of Conduct.

Code of Conduct

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company.

The Declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

Reconciliation of Share Capital Audit

M/s Grover Ahuja & Associates, practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile the total issued and listed share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Board of Directors confirms that the total issued and paid up capital as on 31st March, 2018 is reconciled with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Reconciliation of Share Capital Audit Certificate is being submitted every quarter to the Stock Exchanges and is also placed before the Board Meeting.

Listing of Shares

With a view to provide easy liquidity in the shares of the Company, the equity shares of your Company are presently listed on the premier stock exchanges viz., the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange India Limited (BSE) Mumbai. Pursuant to Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual listing fees for the year 2017-18 and 2018-19 has been paid within the prescribed time period.

Fixed Deposits

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, and rules made there under.

Dematerialization of the equity shares

99.45% of the total equity shares of the Company are held in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on the date of this report.

Keeping in view the benefits of dematerialization, your directors urge the shareholders holding shares in physical form to get their shares dematerialized.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure VI.

Remuneration Policy

In terms of provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Listing Regulations, a policy relating to remuneration for the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors of the Company in pursuance of its formulation and recommendation by the Nomination and Remuneration Committee thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy available on the website of the Company at www.thehitechgears.com.

Audit Committee

Company has duly constituted Audit Committee, which meets on regular intervals for the business required to be transacted thereat. The recommendations made by such committee are accepted by the Board. A synopsis is described in the Corporate Governance Report.

Vigil Mechanism Policy

The Company has a vigil mechanism policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern. The policy may be accessed on the Company’s website at www.thehitechgears.com.

Obligation of Company under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Accordingly, the company has set up Committee for implementation of said policy.

Further, during the year Company has not received any complaint of harassment.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has not given any loans or guarantee covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by the Company are given in the notes to the financial statements.

Material changes and Commitments

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the financial statements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There is no significant and/or material order passed by the regulators or courts or tribunals impacting the going concern status of the Company. Business Responsibility Reporting

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Business Responsibility Reporting is not applicable to the Company.

Personnel

The Board of Directors place on record their appreciation of the untiring efforts of the employees of the organisation at every level. The efforts to create a family like atmosphere continued throughout the year. Like the many years gone-by, this year also witnessed increased cohesion among all levels of employees, which is evident from the performance of the Company. Training and Development of employees provided further impetus and have contributed towards the all round improved performance of your company. The Company encourages by rewarding & recognising employees for their long term commitment as & when the opportunity arise.

Trade Relations

The Board of Directors place on record their appreciation for the cooperation and valuable support extended by the customers, the suppliers and all other persons directly or indirectly associated with the Company. Your Company regards them as partners and shares with them a common vision of growth in the future.

Acknowledgment

Your directors place on record their sincere appreciation for the assistance, cooperation and valuable support provided to the Company by Customers, Vendors, Banks & Financial Institutions and hope to continue to receive the same in future. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company at all levels.

The Board of Directors also place on record their gratitude to the shareholders of the Company for their continued support to and confidence in the management of the Company.

By Order of the Board

For The Hi -Tech Gears Limited

Place : New Delhi Deep Kapuria

Dated : August 03, 2018 Chairman

Director’s Report