24 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:41 PM
Hind Rectifiers Ltd.

BSE

  • 79.70 0.60 (0.76%)
  • Vol: 2638
  • BSE Code: 504036
  • PREV. CLOSE
    79.10
  • OPEN PRICE
    81.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    79.70(1)

NSE

  • 77.75 0.00 (0%)
  • Vol: 8772
  • NSE Code: HIRECT
  • PREV. CLOSE
    77.75
  • OPEN PRICE
    82.80
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    77.75(203)

Hind Rectifiers Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Hirect is respected in the Industry for its professional style of management and best business practices from more than five decades. Its core values are based on integrity, respect for the law and compliance thereof, emphasis on product quality and a caring spirit. We believe that good governance is a systemic process which enables the Company to operate in a manner that meets with the ethical, legal and business expectations and at the same time fulfils its social responsibilities. It also focuses on the need to provide a sustainable competitive return for its investors.

The Board endeavours to achieve this first, by leveraging the resources at its disposal and fostering an environment for growth and development of human resources. The management team is fully empowered to take the Company forward within the framework of effective accountability, which in turn enables the conversion of opportunities into achievements for the betterment of the Company and its stakeholders. Second, the Board has institutionalized best management practices to bring about an atmosphere of accountability. Systems are in place for strategic planning, risk management, financial plans and budgets, integrity of internal controls and reporting, communications policy with emphasis on transparency and full disclosure on the various facets of the Company's operations, its functioning and its financials and total compliance with all statutory / regulatory requirements not only in the letter of the law but also in its spirit. We believe that good governance generates goodwill among business partners, customers and investors and earns respect from society at large.

CORPORATE ETHICS

The Company endeavors to adhere to the highest possible standards of business ethics, compliance and commitment to transparency in business dealings.

CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT

The Company has in place a detailed Code of Conduct for Board Members and Senior Management. The said Code of Conduct is available on the website of the Company viz. www.hirect.com The Code of Conduct is applicable to all Directors and specified senior management executives. The members of the Board and senior management of the Company have submitted their affirmation on compliance with the code for the effective period. A declaration by the Chairman & Managing Director affirming compliance to the Code of Conduct is appended to this report.

BOARD OF DIRECTORS

The Company as on 31st March, 2016 consists of eight Directors. There are two Executive Directors and the remaining six Directors are Non-Executive Directors. Out of the two Executive Directors one is the Chairman & Managing Director and the other is an Executive Vice Chairperson. There are two Non-Independent Non-Executive Directors. The remaining four Non-Executive Directors are Independent Directors and professionals with expertise and experience in general corporate management, finance and other allied fields.

As per the Listing Regulations, the Board should have an optimum combination of both Executive and Non-Executive Directors. The Board of your Company has 3/4th of the Directors as Non-Executive Directors. Four out of the six Non-Executive Directors are Independent Directors which is equal to one half of the total size of the Board. The Company also has a Woman Director.

Accordingly, the Company has a healthy mix of Executive and Non-Executive Directors and ensures the desired level of independence, functioning and decision making.

None of the Directors on the Board are members of more than ten Committees or Chairman of more than five Committees across all the companies in which they are Directors. Necessary disclosures regarding Committee positions in other public companies as on 31st March, 2016 have been made by the Directors.

INDEPENDENT DIRECTORS

The Non-Executive Independent Directors fulfil the conditions of independence specified in section 149 of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulations. A formal letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Regulations has been issued and disclosed on website of the Company viz. www.hirect.com

BOARD MEETING

The Board of Directors met 5 times during the financial year 2015-16 i.e. on 27.05.2015, 13.08.2015, 05.11.2015, 10.02.2016 and 02.03.2016.

The Board meets at least once in a quarter to review the performance and the financial results of the Company. The time gap between any two meetings is much less as compared to the requirement of one hundred and twenty days specified in Listing Regulations. The dates and timings of the meetings are decided well in advance and the notice of every Board Meeting is given to every Director.

RELATIONSHIP BETWEEN DIRECTORS

Shri S. K. Nevatia, Smt. Uma Nevatia, Shri Bharat Swaroop and Shri Pawan Golyan are related to each other and no other Director is related with them or related to each other.

INFORMATION SUPPLIED TO THE BOARD

The Board has complete access to all the information available with the Company.

All Board meetings are governed by a structured agenda which is backed by comprehensive background information. The following information is regularly provided to the Board, as part of the agenda papers well in advance of the Board meetings or is tabled in the course of the Board meeting.

- Detailed Business Review.

- Annual operating plans and budgets and any updates thereof.

- Capital budgets and any updates thereof.

- Quarterly results for the Company and its operating divisions and business segments.

- Minutes of the meetings of the Audit Committee and other Committees of the Board.

- Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Company Secretary.

- Materially important show cause, demand, prosecution notices and penalty notices.

- Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

- Any material default in financial obligations to and by the Company or substantial non-payment for goods sold by the Company.

- Details of any joint venture or collaboration agreement.

- Information for development of new products, new technology etc.

- Transactions that involve substantial payment towards goodwill, brand equity or intellectual property and any other acquisition.

- Significant development on Human Resources / Industrial Relations front, like signing of wage agreement, implementation of voluntary retirement scheme etc.

- Sale of material nature, of investments, subsidiaries, assets, which is not in the normal course of business.

- Foreign exchange exposures and steps taken by the Management to limit the risks of adverse exchange rate movement, if material.

- Non-compliance of any regulatory, statutory nature or listing requirements and shareholders' service, such as non-payment of dividend, delay in share transfer etc.

- Details of investment of surplus funds available with the Company.

- Details of commercial dealings by firms / companies in which members of the Board / senior management or their relatives hold shares with the Company.

- Any issue which involves possible public or product liability claims of a substantial nature.

- Detailed status on the business risks being faced by the Company and their mitigation plan.

- Details of transactions with Related Parties.

The Board is routinely presented with all the information mentioned aforesaid whenever it is applicable and materially significant.

POST MEETING MECHANISM

The important decisions taken at the Board / Board Committee meetings are communicated to the concerned departments / divisions.

BOARD SUPPORT

The Company Secretary attends the Board meetings and advises the Board on Compliances with applicable laws and governance.

As mandated by the Clause 49 of the erstwhile Listing agreement, Regulation 16 of the Listing Regulations and section 149 of the Companies Act, 2013, the Independent Directors on the Board of the Company;

• are persons of integrity and also possess relevant expertise & experience;

• are not the Promoters of the Company or its holding or any of its Associate or Subsidiary Companies;

• are not related to the Promoters or Directors of the Company, its holding, its Subsidiary or Associate Company;

• apart from receiving Director's remuneration by way of sitting fees, do not have any pecuniary relationship with the Company, its holding, its Subsidiary or Associate Company, their Promoters or Directors, during the two immediately preceding financial years or during the current financial year;

• or any of their relatives do not have any pecuniary relationship or transaction with the Company, its holding, its Subsidiary or Associate Company or their Promoters or Directors amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees, whichever is lower, during the two immediately preceding financial years or during the current financial year;

• or any of their relatives do not hold the position of a Key Managerial Personnel or have been employees of the Company or its holding or its Subsidiary or Associate Company in any of the three financial years immediately preceding the current financial year;

• are not employees or proprietors or partners, in any of the three financial years immediately preceding the current financial year in which they are proposed to be appointed, in -

- a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding or its Subsidiary or Associate Company; or

- any legal or a consulting firm that has or had any transaction with the Company, its holding its Subsidiary or Associate Company amounting to ten per cent or more of the gross turnover of such firm;

• either singly or together with their relatives, do not hold two per cent or more of the total voting power of the Company;

• are not Chief Executives or Directors, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, Directors or its Subsidiary or Associate Company or that holds two per cent or more of the total voting power of the Company;

• are not material suppliers, service providers or customers or lessors or lessees of the Company;

• are not less than 21 years of age.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review the Independent Directors of the Company have met once on 2nd March, 2016 without the attendance of Non-Independent Directors. All the Independent Directors of the Company were present at the meeting.

The Independent Directors in their meeting;

- reviewed the performance of the Non-Independent Directors, Chairman and also of the Board in totality.

- assessed the quality, quantity and timeliness of the flow of information between the Company management and the Board.

FAMILIARIZATION PROGRAMME

Every new Independent Director including any new appointee of the Board familiarize with the strategy, operations and functions of our Company, the Executive Directors / Senior Managerial Personnel make presentations to the Director about the Company's strategy, operations, product and service offerings, markets, delivery, organization structure, finance, human resources, technology, quality, facilities and risk management. They are also informed of the important policies of the company including the Code of Conduct for Board Members and Senior Management Personal and the Code of Conduct to regulate, monitor and report trading by insider etc. Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities as a Director.

The familiarization programme for Independent Directors in terms of provisions of Listing Regulations is uploaded on the website of the Company viz. www.hirect.com

COMMITTEES OF THE BOARD

For better Corporate Governance, promoting transparency and for enhancing the credibility of the financial disclosures of the Company, the Board has constituted Committees which conform to the requirements of Listing Regulations and the provisions of the Companies Act, 2013.

Details of the Committees of the Board and other related information are as follows:

AUDIT COMMITTEE

The constitution and the broad terms of reference of the Audit Committee of the Company are in accordance with the provisions of Regulation 18 of the Listing Regulations and section 177 of the Companies Act, 2013.

The powers and role of the Audit Committee are also in consonance with Listing Regulations and section 177 of the Companies Act, 2013.

The Audit Committee comprises of three Independent Directors. All the members of the Audit Committee have adequate knowledge of Accounts, Audit and Finance.

The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company; it considers the Quarterly & Annual Financial Results of the Company and submits its observations to the Board of Directors before it is adopted by the Board. The Committee also reviews the internal audit report & internal control system, audit methodology and process, major accounting policies & practices, compliance with accounting standards and the legal compliance reporting system.

Shri S. K. Nevatia, Chairman & Managing Director, Shri Suramya Nevatia, General Manager (Corporate), Chief Financial Officer of the Company are permanent invitees to the Audit Committee Meeting. In addition to this representative of the statutory & internal auditors and other executives as may be required attend these meetings. The Company Secretary acts as the Secretary to the Audit Committee. The Chairman of the Audit Committee was present at the last Annual General Meeting. The Audit Committee met four times during the year i.e. on 27.05.2015, 13.08.2015, 05.11.2015 and 10.02.2016.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of three Independent Directors. The Committee meets as and when necessary and reviews & approves the salaries, commission, perks and other employment conditions of the Directors and Senior Management Personnel. The terms of reference of the committee are as follows:

• To recommend to the Board, the appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel.

• To recommend to the Board, the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel.

• To formulate a criteria for determining qualifications, positive attributes and independence of a Director and to recommend to the Board, the policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Personnel.

• Formulate criteria for evaluation of the Independent Directors and the Board.

• To carry out evaluation of every Director's performance.

• Ensure that level and composition of remuneration is reasonable and sufficient, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

• Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

• To ensure that as per the prevailing HR policy of the Company there is an appropriate induction program for newly appointed Key Managerial Personnel and new Senior Management Personnel.

• To provide the Key Managerial Personnel and Senior Management Personnel with reward based fixed and incentive pay which is directly linked to their efforts, performance, dedication, achievement and operations of the Company.

• To recommend to the Board, the appointment, removal and the remuneration payable to a relative of a Director.

• To assist the Board in fulfilling its responsibilities.

• To perform such other functions as may be necessary or appropriate for the performance of its duties.

NOMINATION AND REMUNERATION POLICY

The Company has formulated a Nomination and Remuneration Policy which is in compliance with the provisions of the Companies Act, 2013 and Listing Regulations. This policy is applicable to Directors, Key Managerial Personnel and Senior Management Personnel.

The policy lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The key objectives would be:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel.

b) To recommend to the Board the remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel.

c) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

REMUNERATION OF DIRECTORS

The Managing / Executive Directors are paid remuneration as per their respective terms of appointment as approved by the shareholders.

Non-Executive Directors do not draw any remuneration from the Company except the sitting fees for attending the meetings of the Board / Committee. The Non-Executive Directors are paid sitting fees of Rs. 7,500/- for attending each meeting of the Board and Rs. 5,000/- for attending Committee meetings.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Committees. The performance evaluation of the Chairman & Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The Directors have expressed their satisfaction with the evaluation process.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee has been constituted to strengthen the investor relations and to inter-alia, resolve the grievances of security holders pertaining to transfer of shares, non-receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

The Stakeholders Relationship Committee of the Company comprises of three Independent Directors.

Ms. Meenakshi Anchlia is the Company Secretary & Compliance Officer of the Company. Her contact details are given below:

Address : Hind Rectifiers Limited Lake Road, Bhandup West, Mumbai-400078 Phone : +91 22 2569 6789 Email : mmanchlia@hirect.com

The Company has designated the e-mail ID investors@hirect.com exclusively for the purpose of registering complaints by investors electronically. This e-mail ID is displayed on the Company's website viz. www.hirect.com

RISK MANAGEMENT COMMITTEE

Business Risk Evaluation and Management is an ongoing process within the organization. The Company has formed a Risk Management Committee. The Company has a robust risk management framework to identify, monitor and minimize risks and also identify business opportunities.

The Risk Management Committee of the Company comprises of three members i.e. Shri S. K. Nevatia, Chairman and Managing Director, Smt. Uma S. Nevatia, Executive Vice Chairperson and Shri Shyam Aswani, Chief Financial Officer of the Company. Shri S. K. Nevatia will be the Chairman of the Risk Management Committee.

The roles and responsibility of the Risk Management Committee will be as follows:

a) The Committee shall meet at least twice in a year.

b) To identify and evaluate the impact of risk reported by various departments.

c) To review the effectiveness of the corrective measures submitted by the concerned departments.

d) To provide guidance to the concerned departments, in case, a better course of action is there to tackle / reduce / mitigate the risk(s).

e) To tabulate the high risks, for the consideration of the Board of Directors and to present the same to the Board along with the course of action, if any.

f) To generally monitor, review and whenever necessary, update the risk management plan / policy and process to ensure that there is timely and effective reporting of risks.

g) To inform the Board from time to time.

h) Any other functions as may be necessary or required.

Composition:

The Corporate Social Responsibility (CSR) Committee comprises of three Directors. Shri V. K. Bhartia, Independent Non­Executive Director is the Chairperson of the Committee. The other members of the CSR Committee include Shri S. K. Nevatia and Smt. Uma S. Nevatia. The Composition of CSR Committee is pursuant to the provisions of section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. As per section 135 of the Companies Act, 2013 the Company need not to spend any amount on CSR for the financial year 2015-16. The Company formulated CSR policy, which is uploaded on the website of the Company viz. www.hirect.com

Terms of Reference:

To review the existing CSR policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013; To provide guidance on various CSR activities to be undertaken by the Company and to monitor process.

DISCLOSURES

a) There was no material related party transactions as per the provisions of Regulation 23 of the Listing Regulations and section 188 of the Companies Act, 2013. There were also no transactions of material value with related parties which were in potential conflict with the interest of the Company. All the related party transactions entered into by the Company are in the ordinary course of business and on arm's length basis. All the related party transactions are approved by appropriate authorities. The necessary disclosures regarding the transactions entered into with the related parties are given in the Notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Company's website viz www.hirect.com

b) There were no instances of non-compliance on any matter related to the capital market during the last three years. No penalties or strictures were imposed on the Company by any Stock Exchange or SEBI or any other statutory authority on any matter related to capital market during the last three years.

c) The Company has a Vigil Mechanism / Whistle Blower Policy in place as required under Clause 49 of the erstwhile Listing Agreement, Regulation 22 of the Listing Regulations and as per the provisions of section 177 of the Companies Act, 2013. The Directors and employees of the Company are free to report genuine concerns about unethical behavior, misconduct or unlawful act, factual or suspected fraud or violation of the Code of Conduct or the ethics policy. The policy provides mechanism for an individual to report violations without fear of victimization. The Policy is available on the website of the Company viz. www.hirect.com It is affirmed that no personnel have been denied access to the Chairman of the Audit Committee.

d) The Company has complied with the mandatory requirements under the Clause 49 of the erstwhile Listing Agreement and Listing Regulations pertaining to the Corporate Governance.

e) The Company has also fulfilled the following non-mandatory requirements as prescribed in the Listing Regulations:

I. Audit Qualification:

It is always the Company's endeavour to present unqualified financial statements. There are no audit qualifications in the Company's financial statement for the year under review.

II. Reporting of Internal Auditors:

The Internal Auditors are invitees at the Audit Committee meetings of the Company. Internal audit report of the Internal Auditors is placed quarterly before the Audit Committee. The Internal Auditors may, if necessary, report directly to the Audit Committee.

COMPLIANCES REGARDING INSIDER TRADING

The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("The PIT Regulations"). The PIT Regulations has come into effect from 15th May, 2015 and replaced the earlier Regulations. The object of the PIT Regulations is to curb the practice of insider trading in the securities of a listed company.

The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders ("the Code") in accordance with the requirements of the PIT Regulations. The Code is applicable to Promoters and Promoter's Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code is displayed on the Company's website viz. www.hirect.com

MEANS OF COMMUNICATION

(a) The unaudited quarterly / half yearly results are announced within forty-five days of the close of the quarter. The audited annual results are announced within sixty days from the closure of the financial year as per the requirement of the Listing Regulations.

(b) The approved financial results are forthwith sent to the Stock Exchanges and are published in a national English newspaper. In addition, the same are published in local language (Marathi) newspaper, within forty-eight hours of approval thereof.

(c) The Company's financial results are displayed on the Company's website viz. www.hirect.com

(d) The quarterly results, shareholding pattern, quarterly compliances and all other corporate communication to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited are filed electronically. The Company has complied with filing submissions through BSE's BSE Listing Centre. Likewise, the said information is also filed electronically with NSE through NSE's NEAPS portal.

(e) A separate section on the Company's website gives information on unclaimed dividends, shareholding pattern, quarterly / half yearly results and other relevant information of interest to the investors / public.

GENERAL SHAREHOLDER INFORMATION

a ) AGM: 58th Annual General Meeting for the financial year 2015-16 is scheduled to be held on Thursday, 4th August, 2016, at 3.30 p.m. at M. G. Ghia Hall, 4th Floor, 18/20, Bhogilal Hargovindas Building, K. Dubash Marg, Kala Ghoda, Mumbai - 400001.

b) Financial Year: The Company follows April to March as its financial year. The financial results for every quarter have been declared within the time prescribed in the Listing Regulations. The details for theforthcoming financial year 2016-17 are as follows:

Financial year 2016-17

April 1, 2016 to March 31, 2017

Financial reporting for the quarter ended June 30, 2016 : Before August 14, 2016

Financial reporting for the quarter ended Sept.30, 2016 : Before November 14, 2016

Financial reporting for the quarter ended Dec. 31, 2016 : Before February 14, 2017

Financial reporting for the year ended March 31, 2017 : Audited Results by end of May, 2017

c) Date of Book Closure: 25th July, 2016 to 4th August, 2016 (Both days inclusive).

d) Dividend Payment Date: Not Applicable.

e) Payment of Dividend: Not Applicable.

f) Listing on Stock Exchanges: The Company's equity shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Company has paid listing fees to the Stock Exchanges for the financial year 2016-17.

g) Stock Code / Symbol: Bombay Stock Exchange Limited - 504036. National Stock Exchange of India Limited - HIRECT. Demat ISIN: INE835D01023

Registrar & Transfer Agent: In terms of SEBI Circular No.D&CC/FITTC/CIR-15/2002 dated December 27, 2002 read with Circular No.D&CC/FITTC/CIR-18/2003 dated February 12, 2003, on appointment of common agency for share registry work, the Company has appointed the below mentioned agency as Registrar and Share Transfer Agent (RTA) for both physical and demat segment of Equity Shares of the Company.

M/S. ADROIT CORPORATE SERVICES PVT. LTD.

[ Unit : Hind Rectifiers Limited ] 17-20, Jafarbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (East), Mumbai - 400 059 Tel: +91 22 4227 0400 Fax: +91 22 2850 3748 Email : info@adroitcorporate.com Website : www.adroitcorporate.com

j) Share Transfer System:

The transfer of shares in physical form is processed and completed by Registrar & Transfer Agent within a period of fifteen days from the date of receipt thereof provided all the documents are in order. In case of shares in electronic form, the transfers are processed by NSDL / CDSL through respective Depository Participants. In compliance with the Listing Regulations, a Practicing Company Secretary carries out audit of the System of Transfer and a certificate to that effect is issued.

m) Dematerialisation of Shares: 11916635 equity shares representing 79.14% of total equity share capital were held in dematerialized form with NSDL and CDSL as on 31st March, 2016. Members can hold shares in electronic form and trade the same in Depository System. However, they may hold the same in physical form also.

n) Nominations: Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in the case of death of all the registered shareholders. Nomination facility in respect of shares held on electronic form is also available with the Depository Participant (DP) as per the bye-laws and business rules applicable to NSDL & CDSL.

o) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity shares: The Company does not have any GDRs / ADRs / Warrants or any Convertible Instruments as on date.

p) Plant Locations:

a. Lake Road, Bhandup (W), Mumbai - 400 078 Maharashtra.

b. Plot No.110/111, M.I.D.C., Satpur, Nashik - 422 007 Maharashtra.

c. New Khasra No. 64-67 & 74, Village Charba, Vikas Nagar, Dehradun - 248 197 Uttarakhand.

d. New Khasra No. 295, 296 & 301, Village Charba, Vikas Nagar, Dehradun - 248 197 Uttarakhand.

q) Compliance Officer: Ms. Meenakshi Anchlia, Company Secretary & Compliance Officer.

r) Address for Correspondence:

HIND RECTIFIERS LIMITED Lake Road, Bhandup (West), Mumbai - 400 078. CIN: L28900MH1958PLC011077 E-mail: investors@hirect.com Telephone No. +91 22 2569 6789.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As required by the Securities & Exchange Board of India (SEBI), quarterly audit of the Company's share capital is being carried out by a Practicing Company Secretary with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital. The report in regard to the same is submitted to BSE Limited and NSE Limited and is also placed before the Board of Directors.

MANAGEMENT DISCUSSIONS & ANALYSIS

Management discussion and analysis report is given in a separate section forming part of this Annual Report.

CEO / CFO CERTIFICATION

As required under the Listing Regulations, a Certificate duly signed by Shri S. K. Nevatia, Chairman & Managing Director (CMD) & Shri Shyam Aswani, Chief Financial Officer (CFO) has been obtained. The certificate is annexed to this report.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

The Company has obtained a certificate from Auditors of the Company regarding compliance with the provisions relating to the corporate governance laid down in the Listing Regulations with the Stock Exchanges. This certificate is annexed to this report.